UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X]

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

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 000-55463

MR. AMAZING LOANS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Florida		90-1069184
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3960 Howard Hughes Parkway, Suite 490, Las Vegas, NV		89169
(Address of Principal Executive Office)		(Zip Code)

3960 Howard Hughes Parkway, Suite 490, Las Vegas, NV		89169
(Address of Principal Executive Office)		(Zip Code)

(702) 227-5626

(Registrant’s Telephone Number, Including Area Code)

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

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

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [X]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of ~~November~~April 1316, ~~2018~~2019, there were 17,226,283 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

MR. AMAZING LOANS CORPORATION

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2623
Item 4.	Controls and Procedures	2623
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2724
Item 1A.	Risk Factors	2724
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2724
Item 3.	Defaults Upon Senior Securities	2724
Item 4.	Mine Safety Disclosures	2724
Item 5.	Other Information	2724
Item 6.	Exhibits	2724
Signatures		2825

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, the Exchange Act. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, including the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,’’ “will,’’ “expect,’’ “intend,’’ “estimate,’’ “anticipate,’’ “believe,’’ “continue’’ or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. We undertake no obligation to and, unless otherwise required by law, we expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q in our other filings with the Securities and Exchange Commission (the “SEC”), including the more detailed discussion of these factors and other factors that could affect our results included in the “Risk Factors” section in our annual report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018, as filed with the SEC, as the same may be updated from time to time in documents that we file with the SEC. As a result of these factors, we cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame, or at all.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MR. AMAZING LOANS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND DECEMBER 31, ~~2017~~2018

	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
	(Unaudited)			(Audited)
ASSETS
Cash and cash equivalents	$	~~382~~341,~~267~~374		$	~~704~~365,~~006~~934
Loans receivable, net, note 2		32,~~730~~740,~~691~~808			43,~~928~~174,~~704~~574
Other receivables		7654,~~904~~039			7567,~~364~~994
Prepaid expenses		177,~~082~~323			1815,~~238~~252
Property and equipment, net, note 3		96,~~102~~621			137,~~376~~854
Security deposits		11,234			11,234
TOTAL ASSETS	$	43,~~227~~161,~~280~~399		$	53,~~750~~642,~~922~~842
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	50101,~~346~~126		$	512,~~053~~387
TOTAL LIABILITIES	$	50101,~~346~~126		$	512,~~053~~387
COMMITMENTS AND CONTINGENCIES, note 7
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 360,000 and 0 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively, note 5		360			-
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 360,000 and 360,000 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively, note 5		360			360
Common stock, $0.001 par value; 300,000,000 shares authorized, 17,226,283 and 17,463,449 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively, note 5		2,240,694			2,240,931
Common stock, $0.001 par value; 300,000,000 shares authorized, 17,226,283 and 17,226,283 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively, note 5		2,240,694			2,240,694
Additional paid-in capital		34,378,814			34,~~074~~378,~~976~~814
Accumulated deficit		(3233,~~442~~559,~~934~~595	)		(3032,~~616~~979,~~038~~413	)
TOTAL STOCKHOLDERS’ EQUITY		43,~~176~~060,~~934~~273			53,~~699~~640,~~869~~455
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	43,~~227~~161,~~280~~399		$	53,~~750~~642,~~922~~842

See notes to condensed consolidated unaudited Financial Statements

MR. AMAZING LOANS CORPORATION

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND ~~2017~~2018

	Three Months Ended						Nine Months Ended
	March 31, 2019			March 31, 2018
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
REVENUES
REVENUES
Interest revenue	$	226,207		$	381,548
Interest revenue	$	313,592		$	386,565		$	976,453		$	1,238,280
Other revenue		26,413			12,794
Other revenue		39,161			20,805			86,382			50,414
TOTAL REVENUES		252,620			394,342
TOTAL REVENUES		352,753			407,370			1,062,835			1,288,694
OPERATING EXPENSES
OPERATING EXPENSES
Salaries and compensation		338,517			412,099
Salaries and compensation		250,188			419,144			1,071,879			658,347
Other operating expenses		110,685			146,287
Other operating expenses		124,075			104,985			385,017			299,551
Provision for credit losses		112,330			204,668
Provision for credit losses		68,061			300,205			347,163			919,529
Advertising		900			1,240
Advertising		8,192			180,808			14,572			184,268
Rent		17,566			17,988
Rent		11,761			23,826			47,477			52,715
Public company and corporate finance expenses		251,571			654,089
Public company and corporate finance expenses		155,044			449,321			1,019,263			1,644,856
Depreciation and amortization		1,233			1,425
Depreciation and amortization		1,425			1,451			4,274			4,495
TOTAL OPERATING EXPENSES		832,802			1,437,796
TOTAL OPERATING EXPENSES		618,746			1,479,740			2,889,645			3,763,761
LOSS FROM OPERATIONS		(580,182	)		(1,043,454	)
LOSS FROM OPERATIONS		(265,993	)		(1,072,370	)		(1,826,810	)		(2,475,067	)
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE)
Loss on sale of marketable securities		-			(194	)
Loss on sale of marketable securities		-			-			(194	)		(153,514	)
Miscellaneous income		-			63
Legal settlements and related fees		-			(624,283	)		-			(624,283	)
TOTAL OTHER INCOME (EXPENSE)		-			(131	)
Miscellaneous income		11			74			108			363
NET LOSS	$	(580,182	)	$	(1,043,585	)
TOTAL OTHER INCOME (EXPENSE)		11			(624,209	)		(86	)		(777,434	)
Net loss attributable to common stockholders		(580,182	)		(1,043,585	)
NET LOSS	$	(265,982	)	$	(1,696,579	)	$	(1,826,896	)	$	(3,252,501	)
CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss attributable to common stockholders		(265,982	)		(1,696,579	)		(1,826,896	)		(3,252,501	)
Unrealized loss on marketable securities		-			(194	)
CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Less: Reclassified adjustment for losses included in net loss		-			194
Unrealized loss on marketable securities		-			-			(194	)		(153,514	)
Comprehensive loss attributable to common stockholders		(580,182	)		(1,043,585	)
Less: Reclassified adjustment for losses included in net loss		-			-			194			153,514
Net loss attributable to common stock per share, basic and diluted	$	(0.03	)	$	(0.06	)
Comprehensive loss attributable to common stockholders		(265,982	)		-			(1,826,896	)		(3,252,501	)
Weighted average number of common shares outstanding, basic and diluted		17,226,283			17,463,449
Net loss attributable to common stock per share, basic and diluted	$	(0.02	)	$	(0.13	)	$	(0.10	)	$	(0.30	)
Weighted average number of common shares outstanding, basic and diluted		17,453,137			12,708,547			17,459,974			10,901,436

See notes to condensed consolidated unaudited Financial Statements

MR. AMAZING LOANS CORPORATION

CONDENSED CONSOLIDATED UNAUDITED ~~STATEMENTS~~STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 1, ~~2017~~2018 THROUGH ~~SEPTEMBER~~MARCH 3031, 2018

																			Accumulated
							Series H						Additional						Other
	Common Stock						Preferred Stock						Paid-in			Accumulated			Comprehensive
	Shares			Amount			Shares			Amount			Capital			Deficit			Income			Total
Balance, January 1, 2017		9,714,186		$	2,233,182			-		$	-		$	29,698,025		$	(25,110,319	)	$	-		$	6,820,887
Balance, January 1, 2018		17,463,449		$	2,240,931			-		$	-		$	34,074,976		$	(30,616,038	)	$	-		$	5,699,869
Issuance of shares for OneMain tender offer		3,039,880			3,040									3,550,580									3,553,620
Unrealized loss on marketable securities																				(153,514	)		(153,514	)
Reclassified adjustment for loss on marketable securities to net loss																				153,514			153,514
Buyback of shares		(458,973	)		(459	)								(286,945	)								(287,404	)
Issuance of Preferred Shares		-			-			1,292,089			1,292			1,290,797									1,292,089
Conversion of Preferred Shares to Common Shares		5,168,356			5,168			(1,292,089	)		(1,292	)		(3,876	)								-
Common Stock Dividends														(173,605	)								(173,605	)
Net loss		-			-			-			-			-			(5,505,719	)		-			(5,505,719	)
Balance, December 31, 2017		17,463,449		$	2,240,931			-		$	-		$	34,074,976		$	(30,616,038	)	$	-		$	5,699,869
Unrealized loss on marketable securities																				(194	)		(194	)
Reclassified adjustment for loss on marketable securities to net loss																				194			194
Issuance of Preferred Shares		-			-			360,000			360			359,640									360,000
Net loss		-			-			-			-			-			(1,043,585	)		-			(1,043,585	)
Buyback of shares		(237,166	)		(237	)								(55,801	)								(56,038	)
Balance, March 31, 2018		17,463,449		$	2,240,931			-		$	-		$	34,074,976		$	(31,659,623	)	$	-		$	4,656,284
Net loss		-			-			-			-			-			(1,826,896	)		-			(1,826,896	)
Balance, September 30, 2018		17,226,283		$	2,240,694			360,000		$	360		$	34,378,814		$	(32,442,934	)	$	-		$	4,176,934

MR. AMAZING LOANS CORPORATION

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 1, 2019 THROUGH MARCH 31, 2019

														Accumulated
					Series H				Additional					Other
	Common Stock				Preferred Stock				Paid-in		Accumulated			Comprehensive
	Shares		Amount		Shares		Amount		Capital		Deficit			Income		Total

Balance, January 1, 2019		17,226,283	$	2,240,694		360,000	$	360	$	34,378,814	$	(32,979,413	)	$	-	$	3,640,455

Net loss		-		-		-		-		-		(580,182	)		-		(580,182	)

Balance, March 31, 2019		17,226,283	$	2,240,694		360,000	$	360	$	34,378,814	$	(33,559,595	)	$	-	$	3,060,273

See notes to condensed consolidated unaudited Financial Statements

MR. AMAZING LOANS CORPORATION

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND ~~2017~~2018

	September 30, 2018			September 30, 2017
	March 31, 2019			March 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1580,~~826,896~~182	)	$	(31,~~252~~043,~~501~~585	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for credit losses		~~347~~112,~~163~~330			~~919~~204,~~529~~668
Adjustment of interest rate on book of loans		60,201			-
Depreciation and amortization		1,233			1,425
Depreciation and amortization		4,274			4,495
Loss on marketable securities sold		-			194
Loss on marketable securities sold		194			153,514
Changes in assets - (increase) decrease:
Legal settlements and related fees		-			178,982
Other receivables		13,955			21,792
Other receivables		(1,540	)		14,194
Prepaid expenses		7,929			12,051
Prepaid expenses		1,156			(17,171	)
Deposits		-			(5,794	)
Changes in liabilities - increase (decrease):
Accounts payable and accrued expenses		~~(707~~98,739	)		~~157~~276,~~107~~751
NET CASH USED IN OPERATING ACTIVITIES		(1,416,155	)		(1,847,645	)
Loans receivable originated		(75,000	)		(290,000	)
Loans receivable repaid		396,436			473,799
NET CASH USED IN OPERATING ACTIVITIES		(24,560	)		(342,905	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated		(710,000	)		(1,140,000	)
Purchase of marketable securities		-			(2,092	)
Loans receivable repaid		1,500,650			1,440,627
Sale of marketable securities		-			1,898
Purchase of marketable securities		(2,092	)		-
NET CASH USED IN INVESTING ACTIVITIES		-			(194	)
Sale of marketable securities		1,898			3,400,106
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(24,560	)		(343,099	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		790,456			3,700,733
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		365,934			704,006
CASH FLOWS FROM FINANCING ACTIVITIES:
CASH AND CASH EQUIVALENTS, END OF YEAR	$	341,374		$	360,907
Payments for buyback of common stock		(56,038	)		(276,880	)
Common stock dividends paid		-			(111,927	)
Deposits on preferred shares to be issued		-			63,595
Proceeds from issuance of preferred stock		360,000			-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		303,962			(325,212	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(321,737	)		1,527,876
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		704,006			322,441
CASH AND CASH EQUIVALENTS, END OF YEAR	$	382,267		$	1,850,317
Supplemental disclosures:
Interest paid in cash	$	-		$	-
Income taxes paid in cash	$	-		$	-
Issuance of common stock for tender offer	$	-		$	3,553,620

See notes to condensed consolidated unaudited Financial Statements

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The quarterly report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2018~~2019 should be read in conjunction with the financial statements for the year ended December 31, ~~2017~~2018 for Mr. Amazing Loans Corporation (the “Company,” “we,” “our,” or “us”), contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018 as filed with the Securities and Exchange Commission (the “SEC”) on ~~March~~April 291, ~~2018~~2019. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying financial statements and footnotes have been condensed and therefore do not contain all disclosures required by U.S. generally accepted accounting principles (“GAAP”). The interim financial data are unaudited, however, in the Company’s opinion, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of results for the interim periods. Results of interim periods are not necessarily indicative of those to be expected for the full year.

Nature of Business

The principal business activity of the Company is providing unsecured online consumer loans under the brand name “Mr. Amazing Loans” via the Company’s website and online application portal at www.mramazingloans.com. The Company started its business and opened its first office in Las Vegas, Nevada in 2010. The Company currently offers $5,000 and $10,000 unsecured consumer loans that mature, unless prepaid, five years from the date they are issued. The Company is a direct lender with state licenses and/or certificates of authority in 2019 states – Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky, Louisiana, Maryland, Missouri, Nevada, New Jersey, New Mexico, Ohio, Oregon, Pennsylvania, Texas, Utah, ~~Virginia~~ and ~~Wisconsin~~Virginia. The Company ~~originates~~ originates direct consumer loans to residents of these states through its online application portal, with all loans originated, ~~processed~~ processed and serviced out of its centralized Las Vegas head office. In addition, on March 19, 2018 the Company formed a wholly-owned subsidiary, MRAL Blockchain, LLC (“MRAL Blockchain”), to explore the potential application of blockchain technology to our core consumer lending business.

Basis of Accounting

These consolidated financial statements include the operations of Mr. Amazing Loans Corporation and its wholly-owned subsidiaries, Investment Evolution Corporation (“IEC”) and IEC SPV, LLC (“IEC SPV”) and MRAL Blockchain and collectively with Mr. Amazing Loans Corporation, IEC, IEC SPV and MRAL Blockchain, the “Company”. All inter-company transactions and balances have been eliminated in consolidation.

The Company’s accounting and reporting policies are in accordance with generally accepted accounting principles of the United States (“GAAP”) and conform to ~~general~~industry ~~principles~~standards within the consumer finance industry.

The consolidated financial statements have been prepared in conformity with GAAP. The accompanying consolidated financial statements do not include any adjustments to reflect any possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities.

Liquidity

The principal conditions and events that raise substantial doubt about the Company’s ability to meet its obligations as they come due are:

(i) the Company has reported recurring losses, and (ii) the Company has not yet generated positive net cash flows from operations.

~~(ii)~~Management has evaluated their plans for the next 12 months and as a result of the plans, the Company ~~has~~believes ~~not~~that ~~yet~~it ~~generated~~can ~~positive~~meet ~~net~~all its obligations at least through April 2020. Management has been utilizing the cash ~~flows~~flow from ~~operations~~loan repayments for working capital needs and plans to continue to do so, until funding under our new loan facility from a related party is received. See Note 5 for details. This will provide sufficient cash flow through at least April 2020. On April 1, 2019, the Company announced that its Board of Directors approved a stock repurchase program authorizing the open market repurchase of up to $2,000,000 of its common stock. This share repurchase program expires on December 31, 2019. Management does not intend to repurchase a significant number of shares pursuant to the stock repurchase program.

Management has evaluated their plans for the next 12 months and as a result of the plans, the Company believes that it can meet all its obligations at least through November 2019. Management’s plans include a significant reduction in consulting and professional fees due to limited new capital raising costs expected over the next 12 months and a significant reduction in tender offer costs due to no planned future tender offers in 2018 or 2019. In addition, significant core operating costs have been cut from the Company starting in 2016 including reducing the number of employees from 12 to 4 due to increased automation of loan origination processes and reducing the number of office leases from 4 to 1 as old leases expired. The Company also entered into the 2018 Consulting Contract with Mr. Mathieson, which significantly reduces the Chief Executive Officer consulting expense by more than 50% percent, compared to the Chief Executive Officer consulting expense for the first half of 2018, beginning July 1, 2018. Management has been utilizing the cash flow from loan repayments for working capital needs and plans to continue to do so, until funding under our new loan facility from a related party is received. See Note 5 for details. This will provide sufficient cash flow through at least November 2019. The Board of Directors approved a stock repurchase program in 2017 that expires December 31, 2018. However, management does not intend to repurchase a significant number of shares under the stock repurchase program.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less.

Loans Receivable and Interest Income

The Company offers its loans at or below the prevailing ~~statutory~~state ~~rates.~~interest rate limits Loans are carried at the unpaid principal amount outstanding, net of an allowance for credit losses.

The Company calculates interest revenue using the interest yield method. Charges for late payments are credited to income when collected.

Accrual of interest income on loans receivable is suspended when no payment has been received on account for 91 days or more on a contractual basis, at which time a loan is considered delinquent. Payments received on nonaccrual financing loans are first applied to the unpaid accrued interest and then principal. Loans are returned to active status and accrual of interest income is resumed when all of the principal and interest amounts contractually due are brought current; at which time management believes future payments are reasonably assured. At ~~September~~March 3031, ~~2018~~2019, 6440 loans, with a total balance of $~~267~~179,~~741~~973, were delinquent or in default.

Allowance for Credit Losses

The Company maintains an allowance for credit losses due to the fact that it is probable that a portion of the loans receivable will not be collected. The allowance is estimated by management based on various factors, including specific circumstances of the individual loans, management’s knowledge of the industry, and the experience and trends of other companies in the same industry.

Our portfolio of loans receivable consists of a large number of relatively small, homogenous accounts. The allowance for credit losses is determined using a systematic methodology, based on a combination of historical bad debt of comparable companies. Impaired loans are considered separately and 100% charged off.

The allowance for credit losses is primarily based upon models that analyze specific portfolio statistics and also reflect, management’s judgment regarding overall accuracy. We take into account several relevant internal and external factors that affect loan receivable collectability, including the customer’s transaction history, specifically the timeliness of customer payments, the remaining contractual term of the loan, the outstanding balance of the loan, historical loan receivable charge-offs, our current collection patterns and economic trends.

Impaired Loans

The Company assesses loans for impairment individually when a loan is 91 days past due. The Company defines impaired loans as bankrupt accounts and accounts that are 184 days or more past due. In accordance with the Company’s charge-off policy, once a loan is deemed uncollectible, 100% of the remaining balance is charged-off. Loans can also be charged off when deemed uncollectible due to consumer specific circumstances.

The Company does not accrue interest on impaired loans and any recoveries of impaired loans are recorded to other revenue. Changes in the allowance for credit losses are recorded as operating expenses in the accompanying statement of operations.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets as follows:

Classification		Life
Computer equipment		5 years
Furniture and fixtures		5-8 years

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2019

The Company amortizes its leasehold improvements over the shorter of their economic lives, which are generally five years, or the lease term that considers renewal periods that are reasonably assured. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.

Operating Lease

The Company’s office lease for 3960 Howard Hughes Parkway, Suite 490, Las Vegas, NV 89169 expires (unless renewed) on September 30, 2020.

Income Taxes

We account for income taxes using the liability method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes”. To date, no current income tax liability has been recorded due to our accumulated net losses. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and the amounts that are reported in the income tax returns. Our net deferred income tax assets have been fully reserved by a valuation allowance due to the uncertainty of our ability to realize future taxable income and to recover our net deferred income tax assets.

Earnings and Loss per Share

The Company computes net earnings (loss) per share in accordance with ASC 260-10 that establishes standards for computing and presenting net earnings (loss) per shares. Basic earnings (loss) per share are computed by dividing net income (loss) attributed to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, if any, had been issued and if the additional common shares were dilutive.

Fair Value of Financial Instruments

The Company has adopted guidance issued by the FASB that defines fair value, establishes a framework for measuring fair value in accordance with existing GAAP, and expands disclosures about fair value measurements. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows:

● Level I – Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. ● Level II – Inputs, other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. ● Level III – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

~~The following~~● ~~table~~Level ~~summarizes~~II ~~fair~~– ~~value~~Inputs, ~~measurements~~other bythan ~~level~~quoted atprices ~~September~~included ~~30,~~in ~~2018~~Level I that are observable for ~~assets~~the ~~and~~asset ~~liabilities~~or ~~measured~~liability atthrough ~~fair value~~corroboration onwith amarket ~~recurring~~data ~~basis:~~at the measurement date.

	Level I		Level II		Level III		Total
Cash	$	382,267		-		-	$	382,267
Loans receivable, net	$	-		-		3,730,691	$	3,730,691

●

Level III – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The following table summarizes fair value measurements by level at March 31, 2019 for assets and liabilities measured at fair value on a recurring basis:

	Level I		Level II		Level III		Total
Cash	$	341,374		-		-	$	341,374
Loans receivable, net	$	-		-		2,740,808	$	2,740,808

The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis:

	Level I		Level II		Level III		Total
Cash	$	365,934		-		-	$	365,934
Loans receivable, net	$	-		-		3,174,574	$	3,174,574

Loans receivable are carried net of the allowance for credit losses, which is estimated by applying historical loss rates of our portfolio and of other companies’ portfolios in the same industry with recent default trends to the gross loans receivable balance. The unobservable inputs used to calculate the fair value of these loans include historical loss rates, recent default trends and estimated remaining loan terms. Therefore, the carrying value of the loans receivable approximates the fair value.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

The following table summarizes fair value measurements by level at December 31, 2017 for assets and liabilities measured at fair value on a recurring basis:

	Level I		Level II		Level III		Total
Cash	$	704,006		-		-	$	704,006
Loans receivable, net	$	-		-		4,928,704	$	4,928,704

Carrying amounts reported in the consolidated balance sheets for other receivables, accounts payable, and accrued expenses approximate fair value because of their immediate or short-term nature. The fair value of borrowings is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.

Marketable Securities

On January 2, 2018, we purchased 500 shares of the common stock of Lending Club Corporation (“Lending Club”) for $2,092. The security was classified as available-for-sale and had an unrealized loss of $194 prior to the sale. On March 19, 2018, we sold 500 shares of Lending Club’s common stock for $1,898. At ~~September~~March 3031, ~~2018~~2019 the marketable securities balance was $0.

On June 16, 2017, we closed our tender offer to purchase shares of the common stock of OneMain Holdings, Inc. (“OneMain”), pursuant to which we acquired 151,994 shares of the common stock of OneMain (the cost of which was valued at an aggregate of $3.55 million based on the closing price of the shares of OneMain’s common stock of $23.38 on June 15, 2017) in exchange for 3,039,880 shares of the Company’s common stock. The security was classified as available-for-sale and had an unrealized loss of $153,514 prior to the sale. On June 22, 2017, we sold 100% of the 151,994 shares of OneMain’s common stock in exchange for $3.4 million in cash.

Loss on Sale of Marketable Securities

The Company sold securities classified as available for sale for net proceeds of $1,898 resulting in a loss on sale totaling $194 during the ~~nine~~year ~~months~~ ended ~~September 30, 2018. The Company sold securities classified as available for sale for net proceeds of $3,400,106 resulting in a loss on sale totaling $153,514 during the twelve months ended~~ December 31, ~~2017~~2018.

Legal Settlement and Related Fees

From time to time, the Company may be involved in legal proceedings in the normal course of its business. The Company incurred one-off legal settlements and related fees of $628,376 during the year ended December 31, 2017. Of this amount, $178,982 was in the form of reductions to outstanding loan principal. These settlements related to an action by the State of Virginia under the Virginia consumer lending program and a separate action by an individual customer. In addition, as part of the settlements, the annual interest rate on all loans originated in Virginia have been reduced to 12% APR. As of September 30, 2018, there are $56,574 in outstanding loans that originated in Virginia, which mature between February 2020 and February 2022. The Company is not involved in any material legal proceedings at the present time.

Other Comprehensive Income

The Company’s other comprehensive income consists of unrealized gains (losses) on securities classified as available for sale that are recorded as an element of shareholder’s equity but are excluded from net income.

Recent Accounting Pronouncements

Recently Issued or Newly Adopted Accounting Standards

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction and industry specific revenue recognition guidance under current GAAP and replace it with a principles based approach for determining revenue recognition. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The revenue recognition standard is required to be applied retrospectively, including any combination of practical expedients as allowed in the standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board’s new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently with adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. As we adopted these standards effective January 1, 2018, adoption of these changes has no impact on the consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740). The amendments in ASU 2015-17 change the requirements for the classification of deferred taxes on the balance sheet. Currently, GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The pronouncement became effective for the 2017 fiscal year. Adoption of these changes had no material impact on the consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update intends to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of these changes had no material impact on the consolidated financial statements.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

In ~~November~~February ~~2015~~2016, the FASB issued ASU ~~No. 2015~~2016-1702, ~~Income~~Leases ~~Taxes~~ (Topic ~~740~~842)., ~~The~~which ~~amendments~~supersedes inexisting ~~ASU~~guidance ~~2015-17~~on ~~change~~accounting ~~the~~for ~~requirements~~leases ~~for~~in ~~the~~“Leases ~~classification~~(Topic of840)” ~~deferred~~and ~~taxes~~generally ~~on the balance sheet. Currently, GAAP~~ requires anall ~~entity~~leases to ~~separate~~be ~~deferred~~recognized ~~income tax liabilities and assets into current and noncurrent amounts~~ in athe ~~classified~~consolidated ~~statement~~balance ~~of financial position~~sheet. ~~To simplify the~~ASU ~~presentation~~2016-02 ofis ~~deferred~~effective ~~income~~for ~~taxes,~~annual ~~the~~and ~~amendments~~interim inreporting ~~this~~periods ~~ASU~~beginning ~~require~~after ~~that~~December ~~deferred~~15, ~~tax~~2018; ~~liabilities~~early ~~and~~adoption ~~assets~~is ~~be classified~~permitted. asThe ~~noncurrent~~provisions ~~in a classified statement~~ of ~~financial~~ASU ~~position.~~2016-02 ~~The~~are ~~pronouncement~~to ~~became~~be ~~effective~~applied ~~for~~using ~~the~~a ~~2017~~modified ~~fiscal~~retrospective ~~year~~approach. Adoption of these changes had no material impact on the consolidated financial statements.

In ~~January~~July ~~2016~~2018, the FASB issued ASU ~~2016~~No. 2018-0110, ~~Financial~~Codification ~~Instruments~~Improvements –to ~~Overall~~Topic ~~(Subtopic~~842, ~~825-10):~~Leases. ~~Recognition~~The ~~and~~amendments ~~Measurement of~~in ~~Financial~~this ~~Assets~~Update affect ~~and~~the ~~Financial~~amendments ~~Liabilities.~~in ~~The~~Update ~~update~~2016-02, ~~intends~~which toare ~~enhance~~not ~~the~~yet ~~reporting~~effective, ~~model~~but for ~~financial~~which ~~instruments~~early ~~to provide~~adoption ~~users~~upon ofissuance ~~financial~~is ~~statements~~permitted. For ~~with~~entities ~~more~~that ~~decision-useful~~early ~~information~~adopted ~~and~~Topic ~~addresses~~842, ~~certain aspects of~~ the ~~recognition, measurement,~~amendments ~~presentation,~~are ~~and~~effective ~~disclosure~~upon issuance of ~~financial~~this ~~instruments.~~Update, ~~The~~and ~~new~~the ~~standard~~transition ~~affects~~requirements are ~~all~~the ~~entities~~same ~~that~~as ~~hold~~those ~~financial assets~~in orTopic ~~owe financial liabilities~~842. For ~~public business~~ entities, ~~the~~that ~~amendments~~have innot ~~this~~adopted ~~update~~Topic ~~are~~842, the effective ~~for~~date ~~fiscal~~and ~~years~~transition requirements ~~beginning~~will ~~after~~be ~~December~~the ~~15,~~same ~~2017,~~as ~~including~~the ~~interim~~effective ~~periods~~date ~~within~~and ~~those~~transition ~~fiscal~~requirements ~~years.~~in ~~Management~~Topic is842. ~~evaluating~~Adoption ~~the impact~~ of ~~the~~ ~~adoption of~~ these changes ~~will~~had ~~have~~no material impact on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in this Update affect the amendments in Update 2016-02, which are not yet effective, but for which early adoption upon issuance is permitted. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

2. LOANS RECEIVABLE

Loans receivable consisted of the following at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018:

	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
Loans receivable	$	43,~~663~~426,~~363~~010		$	63,~~160~~968,~~881~~217
Allowance for credit losses	$	(~~932~~685,~~672~~202	)	$	(1793,~~232,177~~643	)
Loans receivable, net	$	32,~~730~~740,~~691~~808		$	43,~~928~~174,~~704~~574

A reconciliation of the allowance for credit losses consist of the following at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018:

	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
Beginning balance, January 1	$	1793,~~232,177~~643		$	1,~~212~~232,~~441~~177
Provision for credit losses	$	~~347~~112,~~163~~330		$	1556,~~494,843~~759
Loans charged off	$	(~~646~~220,~~668~~771	)	$	(1995,~~475,107~~293	)
Ending balance	$	~~932~~685,~~672~~202		$	1793,~~232,177~~643
Basis of assessment:
Individually	$	-		$	-
Collectively	$	685,202		$	793,643
Collectively	$	932,672		$	1,232,177

The following is an age analysis of past due receivables as of March 31, 2019 and December 31, 2018:

	31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Financing Receivables
March 31, 2019	$	100,239	$	91,666	$	179,973	$	371,878	$	3,054,132	$	3,426,010
December 31, 2018	$	91,953	$	80,235	$	184,288	$	356,476	$	3,611,741	$	3,968,217

The Company’s primary credit quality indicator is the customer’s Vantage model 1.0 credit score as determined by Experian on the date of loan origination. The Company does not update the customer’s credit profile during the contractual term of the loan.

The following is a breakdown of our cumulative loan origination amounts in each licensed state for our current active loan portfolio as at March 31, 2019:

State	Origination Volume ($)		Current Principal ($)		Number of Loans
Alabama		80,000		56,650		15
Arizona		278,000		110,292		46
California		980,000		749,351		166
Florida		693,000		275,598		126
Georgia		562,004		256,367		103
Illinois		761,000		427,814		141
Kentucky		65,000		52,676		11
Louisiana		35,000		31,695		5
Maryland		15,000		12,296		3
Missouri		251,000		165,710		41
Nevada		631,000		391,486		111
New Jersey		687,000		347,296		123
New Mexico		30,000		21,781		5
Ohio		0		0		0
Oregon		145,000		91,465		27
Pennsylvania		505,000		244,347		90
Texas		350,000		146,071		55
Utah		35,000		22,905		6
Virginia		105,000		22,031		18

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

The following is ana ~~age~~summary ~~analysis~~ of ~~past~~the ~~due~~loan ~~receivables~~receivable balance as of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018 by credit quality indicator:

	31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and not Accruing
Credit Score	March 31, 2019		December 31, 2018
September 30, 2018	$	120,942	$	95,047	$	267,741	$	483.730	$	4,179,633	$	4,663,363	$	267,741
550-575	$	1,563	$	1,808
December 31, 2017	$	157,988	$	84,640	$	327,705	$	570,334	$	5,590,547	$	6,160,881	$	327,705
576-600	$	36,618	$	48,816
601-650	$	1,666,269	$	1,930,447
651-700	$	1,305,854	$	1,508,453
701-750	$	290,294	$	330,448
751-800	$	88,990	$	101,695
801-850	$	25,709	$	35,382
851-900	$	10,713	$	11,167
	$	3,426,010	$	3,968,216

The following is a summary of the loan receivable balance as of September 30, 2018 and December 31, 2017 by credit quality indicator:

Credit Score	September 30, 2018		December 31, 2017
550-575	$	2,444	$	12,911
576-600	$	54,681	$	86,883
601-650	$	2,282,906	$	2,992,076
651-700	$	1,748,596	$	2,326,006
701-750	$	403,819	$	543,433
751-800	$	117,445	$	152,042
801-850	$	37,826	$	34,607
851-900	$	15,646	$	12,923
	$	4,663,363	$	6,160,881

3. PROPERTY AND EQUIPMENT

At ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, property and equipment consisted of the following:

	September 30, 2018		December 31, 2017
	March 31, 2019		December 31, 2018
Computer equipment	$	99,556	$	99,556
Furniture and fixtures		21,303		21,303
Leasehold improvements		2,000		2,000
	$	122,859	$	122,859
Less accumulated depreciation and amortization		~~113~~116,~~757~~238		~~109~~115,~~483~~005
Total	$	96,~~102~~621	$	137,~~376~~854

Depreciation of property and equipment amounted to $41,~~274~~233 and $~~4,495 during the nine months ended September 30, 2018 and 2017, respectively. Depreciation of property and equipment amounted to $~~1,425 ~~and $1,451~~ during the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. Depreciation costs are included in the accompanying statements of operations in operating expenses.

4. SENIOR DEBT

We previously had a credit facility in the form of a line of credit with BFG Investment Holdings, LLC (“BFG”) in the amount of $10,000,000 pursuant to a Loan and Security Agreement, as amended (the “BFG Loan Agreement”), among BFG and certain of our wholly-owned subsidiaries. In connection with the BFG Loan Agreement, IEC SPV and certain of our other wholly-owned subsidiaries entered into a profit-sharing agreement with BFG pursuant to which IEC SPV is required to pay BFG 20% of its net profit (“Net Profit”) for a period beginning on June 11, 2012 and ending 10 years from the date the BFG Loan Agreement is repaid in full. Net Profit is defined in the profit sharing agreement as gross revenue less (i) interest paid on the loan, (ii) payments on any other debt incurred as a result of refinancing the loan through a third party, as provided in the BFG Loan Agreement, (iii) any costs, fees or commissions paid on account of the loan (including loan servicing fees of 0.5% on eligible consumer loans receivable), and (iv) charge-offs to bad debt resulting from consumer loans. All of IEC SPV’s loans receivable as of ~~September~~March 3031, ~~2018~~2019 were pledged as collateral for fulfillment of the Net Profit interest due.

Effective as of July 15, 2015, BFG converted the credit facility from a revolving facility to a term loan and on August 21, 2015, we, through certain of our wholly-owned subsidiaries, repaid the entire balance of principal and accrued interest under the BFG Loan Agreement. There is currently no outstanding balance under the BFG Loan Agreement, but IEC SPV will be required to pay 20% of its Net Profit to BFG until August 21, 2025 (10 years from August 21, 2015) or until we pay BFG $3,000,000 to terminate the profit-sharing agreement. Net Profit for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 was calculated at $~~14,241~~0 and $0, respectively.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

On June 8, 2018, MRAL Blockchain, a wholly owned subsidiary of the Company, entered into a Loan Agreement (the “IEC Ltd. Loan Agreement”) with Investment Evolution Coin Ltd. (“IEC Ltd.”). Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company, is IEC Ltd.’s majority stockholder, Chief Executive Officer and sole director. IEC Ltd. is wholly owned by certain Company stockholders, including Mr. Mathieson. Pursuant to the IEC Ltd. Loan Agreement, IEC Ltd. agreed to loan to MRAL Blockchain up to $20,000,000, ~~as requested~~subject ~~from time~~ to ~~time~~certain ~~by MRAL Blockchain pursuant to one or more drawdown notices~~conditions. Any amounts borrowed under the IEC Ltd. Loan Agreement are subject to a 12% per annum interest rate, and must be repaid by June 7, 2023. The outstanding balance of the loan facility at ~~September~~March 3031, ~~2018~~2019 is $0.

5. STOCKHOLDERS’ EQUITY

As of ~~September~~March 3031, ~~2018~~2019, the aggregate number of shares which the Company had the authority to issue is 350,000,000 shares, of which 300,000,000 shares are common stock, par value $0.001 per share, and 50,000,000 shares are preferred stock, par value $0.001 per shares. At ~~September~~March 3031, ~~2018~~2019, the Company had 17,226,283 shares of common stock and 360,000 shares of Series H preferred stock ~~issued~~ issued and outstanding. The Company’s Board of Directors is authorized at any time, and from time to time, to provide for the issuance of preferred stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the preferred stock or any series thereof.

In January 2017, the Company’s Board of Directors approved a stock repurchase program pursuant to which the Company may purchase on the open market and at prevailing prices outstanding shares of the Company’s common stock with an aggregate value of up to $2,000,000. ~~During~~On October 30, 2017, our Board of Directors authorized the ~~nine~~extension ~~months~~of the stock repurchase program from December 31, 2017 to December 31, 2018 under the same terms. During the year ended ~~September~~December 3031, 2018, the Company purchased an aggregate of 237,166 shares under the stock repurchase program for an aggregate purchase price of $56,038 and cancelled the 237,166 shares. During the year ended December 31, 2017, the Company purchased an aggregate of 458,973 shares under the stock repurchase program for an aggregate purchase price of $287,404 and cancelled the 458,973 shares. On ~~October~~April 301, ~~2017~~2019, ~~our~~the Company announced that its Board of Directors ~~authorized~~approved a stock repurchase program authorizing the ~~extension~~open market repurchase of ~~the~~up to $2,000,000 of its common stock. This share repurchase program ~~from~~expires on December 31, ~~2017~~2019. toDuring ~~December~~the three months ended March 31, ~~2018~~2019, the Company did not purchase any shares under the ~~same~~stock ~~terms~~repurchase program. Management does not intend to repurchase a significant number of shares pursuant to the stock repurchase program.

Common Stock Dividends

Historically, prior to 2017, we have not paid any cash dividends on our common stock. In May 2017, we announced the declaration of a cash dividend of $0.005 per common share for the first quarter of 2017. The dividend was paid on August 21, 2017 to stockholders of record at the close of business on June 5, 2017. In August 2017, we announced the declaration of a cash dividend of $0.005 per common share for the second quarter of 2017. The dividend was paid on August 21, 2017 to stockholders of record at the close of business on August 11, 2017. In October 2017, our Board of Directors declared a cash dividend of $0.005 per common share for the third quarter of 2017 payable on November 20, 2017 to stockholders of record at the close of business on November 11, 2017. Future dividends, if any, will be determined and paid annually instead of quarterly going forward in November each year as the administrative and transfer agent costs and banking currency conversion fees for our predominately international shareholders results in quarterly dividend costs being prohibitive. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. We may determine to retain future earnings, if any, for reinvestment in the development and expansion of our business.

Series H Preferred Stock

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and year ended December 31, ~~2017~~2018, the Company issued ~~360,000~~0 and 1360,~~292,089~~000 of Series H convertible preferred stock, respectively, with a par value of $0.001 per share. At ~~September~~March 3031, ~~2018~~2019, 360,000 shares of Series H convertible preferred stock were outstanding. ~~On December 31, 2017, 1,292,089 Series H preferred shares outstanding on issue converted into 5,168,356 common shares.~~

Description of Series H Preferred Stock

Our amended and restated articles of incorporation, as amended, authorize 10,000,000 shares of Series H preferred stock, of which 360,000 shares are outstanding as of ~~June~~March 3031, ~~2018~~2019. There are no sinking fund provisions applicable to our Series H preferred stock.

Ranking. The Series H preferred stock ranks pari passu with any other series of preferred stock subsequently designated by the Company and not designated as senior securities or subordinate to the Series H preferred stock.

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series H preferred stock will be entitled to receive $1.00 per share of Series H preferred stock.

Dividends. The Series H Preferred Stock is not entitled to receive dividends.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

Voting. The holders of the Series H preferred stock have 50 votes per share of Series H preferred stock held. The holders of Series H preferred stock vote together with the holders of the outstanding shares of all other capital stock of the Company, and not as a separate class, series or voting group.

Redemption and Call Rights. The Series H preferred stock have no redemption or call rights.

Conversion. Holders of Series H preferred stock have the following rights with respect to the conversion of Series H preferred stock into shares of the Company’s common stock:

● At any time after June 6, 2018, and upon notice provided by the holder to the Company, a holder shall have the right to convert, at face value per share, all or any portion of their Series H preferred stock into shares of the Company’s common stock on the basis of 50 shares of common stock for each share of Series H preferred stock so converted (the “Conversion Ratio”).

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2019

● If at any time after the date of issuance of the Series H preferred stock, in the event the Company shall (i) make or issue a dividend or other distribution payable in common stock (other than with respect to the Series H preferred stock); (ii) subdivide outstanding shares of common stock into a larger number of shares; or (iii) combine outstanding shares of common stock into a smaller number of shares, the Conversion Ratio shall be adjusted appropriately by the Company’s Board of Directors.

● If the common stock issuable upon the conversion of the Series H preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in the certificate of designations), then in each such event, the holder of each share of Series H preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series H preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

● In each case of an adjustment or readjustment of the conversion ratio, the Company, at its expense, will seek to furnish each holder of Series H preferred stock with a certificate, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based.

● Promptly after the Company’s receipt of a conversion notice, and upon surrender of the Series H preferred stock certificate for cancellation, the Company shall deliver to the holder a certificate representing the number of the Company’s shares of common stock into which such Series H preferred stock is converted. No fractional shares shall be issued, and, in lieu of any such fractional securities, each holder of Series H preferred stock who will otherwise be entitled to a fraction of a share upon surrender shall receive the next highest whole share.

6. CONCENTRATION OF CREDIT RISK

The Company’s portfolio of finance receivables is with consumers living throughout Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky, Louisiana, Maryland, Missouri, Nevada, New Jersey, New Mexico, Ohio, Oregon, Pennsylvania, Texas, Utah, ~~Virginia~~ and Virginia ~~Wisconsin~~ and consequently, such consumers’ ability to honor their installment contracts may be affected by economic ~~conditions~~ conditions in these areas.

The Company maintains cash at financial institutions which may, at times, exceed federally insured limits.

At ~~September~~March 3031, ~~2018~~2019, the Company had cash and cash equivalents exceeding insured limits by $3891,~~867~~374.

7. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company entered into a new non-cancelable operating lease on August 1, 2017, with a term commencing on September 19, 2017 and expiring on September 30, 2020, for an office property located at 3960 Howard Hughes Parkway, Las Vegas. The Company relocated its principal offices from the property located at 6160 West Tropicana Avenue, Las Vegas office in September 2017. Monthly rental payments under the new operating lease are $5,794, and the Company is responsible for its pro rata shares of operating expenses and property taxes. Total rent expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017 was $47,477 and $52,715 respectively. Total rent expense for the three months ended September 30,~~ 2018 ~~and 2017~~ was $1117,~~761~~566 and $2317,~~826~~988 respectively.

Set forth below is information regarding the Company’s future minimum rental payment as of March 31, 2019. Such payments relate to the Company’s Las Vegas, NV lease.

12 Months Ending		12 Months Ending
March 31, 2020		March 31, 2021		Thereafter		Total
$	69,528	$	37,764	$	-	$	104,292

Legal Matters

From time to time, the Company may be involved in legal proceedings in the normal course of its business. The Company is not involved in any material legal proceedings at the present time.

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

Set forth below is information regarding the Company’s future minimum rental payment as of September 30, 2018. Such payments relate to the Company’s Las Vegas, NV lease.

12 Months Ending		12 Months Ending
September 30, 2019		September, 2020		Thereafter		Total
$	69,528	$	69,528	$	-	$	139,056

Legal Matters

Professional Consulting Contract

On July 1, 2017, the Company and Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole member of our Board of Directors, and a significant stockholder of the Company, agreed to terminate, effective July 1, 2017, the consulting contract dated January 1, 2017 between Mr. Mathieson and the Company (the “January 2017 Consulting Contract”) pursuant to which the Company was required to pay Mr. Mathieson $1 annually in exchange for certain consulting services. Concurrently with the termination of the January 2017 Consulting Contract, IEC and Mr. Mathieson entered into a new professional consulting contract, effective as of July 1, 2017 (the “July 2017 Consulting Contract”). Pursuant to the terms of the 2017 Consulting Contract, Mr. Mathieson agreed to provide regulatory and management consulting services as requested by the Company and/or IEC. The July 2017 Consulting Contract had a term of 1.5 years and renewed automatically for successive one-year periods unless notice of termination was provided 30 days prior to the automatic renewal date. In exchange for the services provided to the Company and/or IEC by Mr. Mathieson, IEC agreed to pay him $1,200,000 annually in quarterly payments of $300,000 due in advance each quarter and to provide health insurance benefits as well as a discretionary bonus to be determined by the Company’s Board of Directors, which consists solely of Mr. Mathieson.

On March 22, 2018, we entered into a new professional consulting contract with Mr. Mathieson (the “2018 Consulting Contract”) and terminated the July 2017 Consulting Contract. Pursuant to the terms of the 2018 Consulting Contract, Mr. Mathieson agreed to provide regulatory and management consulting services as requested by the Company and/or IEC, including the hiring and compensation of IEC personnel, interaction with third party service providers and vendors and, as requested by the Company, other activities that are designed to assist IEC in conducting business. The term of the 2018 Consulting Contract began as of July 1, 2018 and continues indefinitely unless three months’ written notice of termination is provided by either party.

Pursuant to the terms of the 2018 Consulting Contract, in exchange for Mr. Mathieson’s services, the Company agreed to pay Mr. Mathieson an annual base salary of $600,000. Pursuant to the terms of the 2018 Consulting Contract, no bonus is to be paid to Mr. Mathieson by the Company. Pursuant to the terms of the 2018 Consulting Contract, fees are to be paid quarterly in advance on July 1st, October 1st, January 1st and April 1st beginning on July 1, 2018. Unlike in prior years, the Company will not pay Mr. Mathieson’s health insurance premiums or any bonuses. Mr. Mathieson will also receive reimbursement for all reasonable expenses incurred for the benefit of IEC, including but not limited to travel expenses for him and his entourage, hotel expenses, communication, security and entertainment expenses.

~~Pursuant~~On toNovember 27, 2018, IEC entered into a professional consulting contract with Mr. Mathieson (the ~~July~~“November ~~2017~~2018 Consulting Contract”) and terminated the 2018 Consulting ~~Contracts,~~Contract. Pursuant to the ~~Company~~terms ~~paid~~of the November 2018 Consulting Contract, Mr. Mathieson ~~$750,000~~agreed into ~~cash~~provide regulatory and $0management inconsulting ~~health~~services ~~insurance~~as ~~premiums and~~requested ~~costs~~by ~~for~~Mr. Amazing Loans and/or IEC, including the ~~nine~~hiring ~~months~~and ~~ended~~compensation ~~September~~of 30IEC personnel, ~~2018.~~interaction ~~Pursuant~~with tothird ~~the~~party ~~January~~service ~~2017~~providers and ~~July~~vendors ~~2017 Consulting Contracts~~and, ~~the~~as ~~Company paid~~requested by Mr. ~~Mathieson~~Amazing ~~$300~~Loans,~~000~~ inother ~~cash~~activities ~~and~~that $0are designed to assist IEC in ~~health~~conducting ~~insurance~~business. ~~premiums~~The term of the November 2018 Consulting Contract begins as of October 1, 2018 and ~~costs~~continues ~~for~~indefinitely ~~the~~unless ~~nine~~12 months’ ~~ended~~written ~~September~~notice ~~30,~~of ~~2017~~termination is provided by either party.

In exchange for Mr. Mathieson’s services, Mr. Amazing Loans agreed to pay Mr. Mathieson an annual base salary of $1,200,000, to be paid quarterly in advance. Pursuant to the terms of the November 2018 Consulting Contract, no bonus is to be paid to Mr. Mathieson by Mr. Amazing Loans. Mr. Mathieson will also receive reimbursement for all reasonable expenses incurred for the benefit of IEC, including but not limited to travel expenses for him and his entourage, hotel expenses, communication, security and entertainment expenses.

Regulatory Requirements

State statutes authorizing the Company’s products and services typically provide state agencies that regulate banks and financial institutions with significant regulatory powers to administer and enforce the law. Under statutory authority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways, or issue new administrative rules. In addition, when the staff of state regulatory bodies change, it is possible that the interpretations of applicable laws and regulations may also change.

Net Profit Interest

The Company has a net profit interest agreement with a third party lender, under which the Company pays 20% of its subsidiary IEC SPV’s net profit to the lender (see note 4).

MR. AMAZING LOANS CORPORATION

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

Net Profit Interest

The Company has a net profit interest agreement with a third party lender, under which the Company pays 20% of its subsidiary IEC SPV’s net profit to the lender (see note 4).

8. RELATED PARTY TRANSACTIONS

Chief Executive Officer

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, the Company incurred compensation expense to Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company under professional consulting contracts of $~~750,000 and $~~300,000 ~~respectively. During the nine months ended September 30, 2018~~ and ~~September 30, 2017, the Company paid in cash common share dividends in the amount of~~ $0 and $69,000, respectively, for our Chief Executive Officer. During the three months ended September 30, 2018 and three months ended September 30, 2017, the Company incurred compensation expense to our Chief Executive Officer under the professional consulting contracts of $150,000 and $300,000, respectively.

Chief Operating Officer

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, the Company incurred compensation expense to ~~our~~ Chief Operating Officer of $168,077 and $172,500, respectively. During the nine months ended September 30, 2018 and September 30, 2017, the Company paid in cash common share dividends in the amount of $0 and $20, respectively, for our ~~Chief Operating Officer.~~ ~~During~~previously ~~the~~employed ~~three months ended September 30, 2018 and three months ended September 30, 2017, the Company incurred compensation expense to our~~ Chief Operating Officer of $~~53,077~~0 and $57,500, respectively.

Issuance of Series H Preferred Stock

On June 8, 2018, the Company issued 360,000 shares of the Company’s Series H preferred stock at a price of $1.00 per share to IEC Ltd. for an aggregate purchase price of $360,000. Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company, is IEC Ltd.’s majority stockholder, Chief Executive Officer and sole director. IEC Ltd. is wholly owned by certain Company stockholders, including Mr. Mathieson.

IEC Ltd. Loan Agreement

On June 8, 2018, MRAL Blockchain entered into the IEC Ltd. Loan Agreement with IEC Ltd. Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company, is IEC Ltd.’s majority stockholder, Chief Executive Officer and sole director. IEC Ltd. is wholly owned by certain Company stockholders, including Mr. Mathieson.

Pursuant to the IEC Ltd. Loan Agreement, IEC Ltd. agreed to loan to MRAL Blockchain up to $20,000,000, as requested from time to time by MRAL Blockchain pursuant to one or more drawdown notices. Any amounts borrowed under the IEC Ltd. Loan Agreement are subject to a 12% per annum interest rate, and must be repaid by June 7, 2023.

MRAL Blockchain may cancel the loan offered pursuant to the IEC Ltd. Loan Agreement at any time by written notice to IEC Ltd. If MRAL Blockchain cancels the loan in this manner, MRAL Blockchain must repay any outstanding principal and interest due under the IEC Ltd. Loan Agreement on the cancellation date.

Each of the following events is deemed to be an event of default under the IEC Ltd. Loan Agreement:

a) A default under the IEC Ltd. Loan Agreement,

b) Execution of a court’s or other authority’s order permitting seizure of any of MRAL Blockchain’s assets

c) The IEC Ltd. Loan Agreement is terminated or liable to be terminated or is or becomes void, voidable, illegal, invalid or otherwise unenforceable, or, in the reasonable opinion of IEC Ltd. is likely to become void, voidable, illegal, invalid or otherwise unenforceable,

d) In the reasonable opinion of IEC Ltd., if there has been a material adverse change in the financial position of MRAL Blockchain, or IEC Ltd.’s security for the loan is materially diminished or is in jeopardy,

e) If a liquidator, provisional liquidator, official manager or a receiver or a receiver and manager is appointed for any of the assets of MRAL Blockchain, or if any event or circumstance occurs whereby, in the reasonable opinion of IEC Ltd., any of the foregoing could or is likely to occur,

f) In the reasonable opinion of IEC Ltd., MRAL Blockchain is unable to pay its debts from its own money as they fall due,

g) If a judgment for an amount of the lesser of $50,000 or 10% of the loan is signed or entered against MRAL Blockchain and remains unsatisfied or is not appealed against for a period of seven days, and

h) If any representation or warranty made by MRAL Blockchain proves to be materially incorrect.

If an event of default occurs, the loan will, at the option of IEC Ltd., become and be payable to and recoverable by IEC Ltd. immediately.

As at September 30, 2018, none of the facility has been drawn down under the IEC Ltd. Loan Agreement.

9. SUBSEQUENT EVENTS

None.

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

Overview

We are a consumer finance company providing responsible online personal loan products under the brand name “Mr. Amazing Loans” to customers in 2019 states via our website and online application portal. We provide unsecured personal consumer loans to individuals in amounts of $5,000 and $10,000. Each of our online personal loans carries a fixed APR in the range of 12.0% to 29.9%, is unsecured, and has a non-revolving term of five-years. We originate, process and service all of our personal loans centrally from our Las Vegas head office and have an 8.5-year track record of origination, underwriting and servicing personal loans to underbanked consumers. Our customers are primarily non-prime consumers who we believe have limited access to credit from banks and credit card companies. We leverage our experience and knowledge in the consumer finance industry to generate revenue from the interest earned on our portfolio of personal loans.

In this quarterly report on Form 10-Q, we refer to Mr. Amazing Loans Corporation, collectively with its wholly owned subsidiaries, Investment Evolution Corporation (“IEC”), IEC SPV, LLC (“IEC SPV”) and MRAL Blockchain, LLC (“MRAL Blockchain”), as the “Company.” References to “we” and “our” mean the Company, including its wholly owned subsidiaries, and its predecessors, collectively, unless the context otherwise requires or where otherwise indicated.

We have a history of reporting recurring losses and have not generated positive net cash flows from operations. During 2018 and ~~2017,~~ we completed a private ~~placements~~placement of our preferred stock in exchange for which we received an aggregate of ~~approximately~~ $~~1.66 million~~360, 000, which we used to finance our operations and offer personal loans to our customers. We also received $3.4 million in connection with our tender offer to purchase shares of the common stock of OneMain Holdings, Inc. (“OneMain”) in June 2017 and the subsequent sale of the OneMain shares we acquired as a result of that tender offer.

As at ~~September~~March 3031, ~~2018~~2019, we had 1,~~363~~133 loans issued and outstanding to our customers, with an aggregate amount of $43,~~663~~426,~~363~~010. ~~The~~ The table below sets forth the payment status of the loans in our portfolio as of ~~September~~March 3031, ~~2018~~2019.

Portfolio Ledger Stratification as at ~~September~~March 3031, ~~2018~~2019

	Current Unpaid Principal Balance		%
0 - 30 days	$	43,~~179~~054,~~633~~132		89.62	%
31 - 60 days		~~120~~100,~~942~~239		2.69	%
61 - 90 days		9591,~~047~~666		2.07	%
91 - 120 days		8552,~~593~~853		1.85	%
121 - 184 days		~~182~~127,~~148~~120		3.97	%
Total	$	43,~~663~~426,~~363~~010		100.0	%

At ~~September~~March 3031, ~~2018~~2019, we had 6440 loans delinquent or in default (defined as 91+ days past due) representing 43.8% of the number of ~~loans~~ loans in our active portfolio. Loans typically become eligible for the lender to take legal action at 60 days past due.

We operate in the consumer loans business segment.

Recent Developments

~~2018~~Withdrawal ~~Lending~~of ~~Club~~Going ~~Tender~~Private ~~Offer~~Transaction

On ~~January~~November 516, 2018, we ~~launched~~filed ana ~~offer~~Schedule to13E-3 ~~exchange~~and 13a ~~shares~~preliminary ofinformation ~~the~~statement ~~Company’s~~on ~~common~~Schedule ~~stock~~14C ~~for~~in ~~each~~connection ~~share~~with ofour ~~common stock~~intention ofto ~~Lending~~go ~~Club~~private. ~~Corporation~~In ~~(“Lending Club”)~~particular, upwe intended to anreduce ~~aggregate~~the number of ~~20,701,999~~record ~~shares~~holders of ~~Lending~~our ~~Club~~ common stock~~, representing~~ ~~approximately~~to ~~4.99%~~fewer ofthan ~~Lending~~300, ~~Club’s~~allowing us ~~outstanding~~to ~~shares~~terminate asthe registration of ~~October~~our ~~31,~~common ~~2017,~~stock ~~validly~~under ~~tendered~~Section ~~and~~12(g) ~~not~~of ~~properly withdrawn in~~ the ~~offer~~Exchange ~~(the~~Act ~~“2018~~and ~~Lending~~to ~~Club~~suspend ~~Tender~~our ~~Offer”).~~reporting Onobligations under ~~February~~Section ~~20,~~15(d) ~~2018,~~of wethe ~~terminated~~Exchange ~~and~~Act. ~~withdrew~~After the ~~2018~~ ~~Lending~~suspension ~~Club~~of ~~Tender~~our ~~Offer~~duty ~~due~~ to afile ~~comment~~periodic ~~that~~reports weand ~~received~~other ~~from~~information with the Securities and Exchange Commission (the “SEC”) ~~raising~~, ~~a concern that~~ the ~~2018~~Company ~~Lending~~intended ~~Club~~to ~~Tender~~cease ~~Offer~~filing ~~was~~reports ~~improperly commenced. Any shares that were tendered by Lending Club stockholders were not accepted by us~~ and ~~were~~information ~~promptly returned to~~ with the ~~relevant stockholders~~SEC.

~~Formation~~To accomplish the reduction in the number of ~~MRAL~~record ~~Blockchain~~holders of our common stock, we intended to effect a 5,001-for-1 reverse stock split followed by a 1-for-5,001 forward stock split of our common stock. Upon completion of the reverse split, stockholders holding only fractional shares were expected to receive a payment equal to the fair value of each share of common stock and would have no further interest in our company.

OnHowever, ~~March~~Mr. 19Mathieson, ~~2018~~our sole director, determined that the Company ~~formed~~would ano ~~wholly~~longer ~~owned~~seek ~~subsidiary~~to engage in the going private transaction. Accordingly, ~~MRAL~~on ~~Blockchain~~March 20, 2019, we filed an amendment to ~~explore~~the Schedule 13E-3 in order to withdraw the ~~potential~~Schedule ~~application~~13E-3, ofand ~~blockchain~~announced ~~technology~~our intention to ~~our~~not ~~core~~proceed ~~consumer~~with ~~lending~~the ~~business~~going private transaction.

Corporate Name Change to Mr. Amazing Loans Corporation

On March 26, 2018, we filed articles of amendment (the “Amendment”) to our amended and restated articles of incorporation, as amended (the “Articles”) with the Florida Secretary of State. The Amendment had the effect of changing our corporate name from IEG Holdings Corporation to Mr. Amazing Loans Corporation, in order to align our consumer brand (Mr. Amazing Loans) with our corporate name. The Amendment was approved by Mr. Mathieson, our President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company, and by holders of a majority of the voting power of our voting stock. The Amendment and the corporate name change became effective on April 30, 2018.

Mathieson 2018 Consulting Contract

On March 22, 2018, we entered into a new professional consulting contract with Mr. Mathieson (the “2018 Consulting Contract”) and terminated the Professional Consulting Contract dated July 1, 2017 between Mr. Mathieson and the Company. Pursuant to the terms of the 2018 Consulting Contract, Mr. Mathieson agreed to provide regulatory and management consulting services as requested by Mr. Amazing Loans and/or IEC, including the hiring and compensation of IEC personnel, interaction with third party service providers and vendors and, as requested by Mr. Amazing Loans, other activities that are designed to assist IEC in conducting business. The term of the 2018 Consulting Contract began as of July 1, 2018 continues indefinitely unless three months’ written notice of termination is provided by either party.

Amendment of Series H Preferred Stock

Effective June 8, 2018, the Company filed articles of amendment (the “Amendment”) to its amended and restated articles of incorporation, as amended. The Amendment has the effect of revising the terms of the Series H preferred stock to:

	(1)	Provide that the Series H preferred stock will have voting rights, at the rate of 50 votes per share of Series H preferred stock, voting together with the holders of the outstanding shares of all other capital stock of the Company, and not as a separate class;
	(2)	Provide that at any time after June 6, 2018, and upon notice to the Company, the holder of Series H preferred stock may convert all or a portion of their shares of Series H preferred stock into shares of the Company’s common stock on the basis of 50 shares of common stock for each share of Series H preferred stock converted.

The Amendment was approved by the Company’s sole director on June 6, 2018.

Issuance of Series H Preferred Stock

On June 8, 2018, the Company issued 360,000 shares of the Company’s Series H preferred stock at a price of $1.00 per share to IEC Evolution Coin Ltd. (“IEC Ltd.”) for an aggregate purchase price of $360,000 (the “Series H Stock Purchase”). No underwriter was involved in the Series H Stock Purchase. Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company, is IEC Ltd.’s majority stockholder, Chief Executive Officer and sole director. IEC Ltd. is wholly owned by certain Company stockholders, including Mr. Mathieson.

The issuance of shares of Series H preferred stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Regulation S promulgated pursuant to the Securities Act. The issuances of Series H preferred stock involved offers and sales of securities made outside the United States. The offers and sales were made in offshore transactions from the United States and no directed selling efforts were made by the Company, any distributor, their affiliates or any persons acting on their behalf.

IEC Ltd. Loan Agreement

On June 8, 2018, MRAL Blockchain entered into a Loan Agreement (the “IEC Ltd. Loan Agreement”) with IEC Ltd. Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, and a significant stockholder of the Company, is IEC Ltd.’s majority stockholder, Chief Executive Officer and sole director. IEC Ltd. is wholly owned by certain Company stockholders, including Mr. Mathieson.

Each of the following events is deemed to be an event of default under the IEC Ltd. Loan Agreement:

a) A default under the IEC Ltd. Loan Agreement,

b) Execution of a court’s or other authority’s order permitting seizure of any of MRAL Blockchain’s assets,

f) In the reasonable opinion of IEC Ltd., MRAL Blockchain is unable to pay its debts from its own money as they fall due,

h) If any representation or warranty made by MRAL Blockchain proves to be materially incorrect.

If an event of default occurs, the loan will, at the option of IEC Ltd., become and be payable to and recoverable by IEC Ltd. immediately.

Results of Operations

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2018~~2019 Compared to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2017~~2018

Interest Revenue

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, interest revenue decreased to $~~976~~226,~~453~~207, compared to $1381,~~238,280~~548 for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018. This decrease was due to the decreased average interest-earning loan book size of consumer receivables during the period ~~and a one-off reduction of revenue in the 2018 second quarter of $69,788 resulting from an adjustment of the interest rate on our book of loans~~. This decreased loan book size is primarily due to minimal advertising to new customers during the ~~nine~~ three months ended March ~~September 30~~31, ~~2018~~2019 resulting from a decrease in cash available to fund new loans during that ~~nine~~ three-month period and leading to lower loans receivable originated as compared to loans receivable repaid during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~ 2019.

Other Revenue

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, other revenue increased to $8626,~~382~~413, compared to $5012,~~414~~794 for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018. Other revenue consisted of declined lead revenue, consisting of revenue from the sale of leads regarding potential customers whose loan applications did not meet our lending standards, and loan loss recovery. The increase was attributable to a significant increase in loan loss recovery revenue in the ~~second~~2019 ~~and third quarters of 2018~~quarter.

Salaries and Compensation Expenses

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, salaries and compensation expenses ~~increased~~decreased to $1338,~~071~~517,~~879,~~ compared to $~~658~~412,~~347~~099 for the three ~~nine~~ months ended ~~September~~March 3031, ~~2017~~2018. The ~~increase~~decrease was primarily attributable to ~~a $450,000 increase in~~ the ~~compensation~~termination ~~paid to~~of our Chief ~~Executive~~Operating Officer asin September ~~compared to the prior period~~2018.

Other Operating Expenses

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, other operating expenses ~~increased~~decreased to $~~385~~110,~~017~~685, compared to $~~299~~146,~~551~~287 for the ~~nine~~ ~~months~~three months ended ~~September~~March 3031, ~~2017~~2018. The ~~increase~~decrease was ~~attributable~~primarily due to ~~increased~~lower ~~credit~~insurance ~~reference check~~ costs ~~and~~in ~~business~~the ~~licensing fees~~period.

Provision for Credit Losses

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, the provision for credit losses expense decreased to $~~347~~112,~~163~~330, compared to $~~919~~204,~~529 for~~668 for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018. We carry a provision for credit losses which is estimated collectively based on our loan portfolio and general economic conditions. The decrease in provision for credit losses from the prior year period was due to the smaller loan portfolio and lower loan chargeoffs in the current period.

Advertising

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, advertising expenses decreased to $14900,~~572,~~ compared to $~~184~~1,~~268~~240 for the ~~nine~~three months ended ~~September 30~~March 31, ~~2017~~2018. The decrease was attributable to the decrease in customer acquisition costs incurred ~~mainly~~ in ~~direct mail advertising campaigns in~~ the current period.

Rent Expense

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, rent expense decreased to $4717,~~477~~566, compared to $5217,~~715~~988 for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018. The decrease was due to the decrease in rent costs from our new Las Vegas lease in ~~2018~~the corresponding period.

Public Company and Corporate Finance Expenses

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018,~~2019 public company and corporate finance expenses decreased to $1251,~~019~~571,~~263,~~ compared to $1654,~~644,856~~ 089 for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018. The decrease was due to ~~fewer one-off costs incurred related to~~ the ~~2018~~ ~~Lending Club Tender Offer compared to the~~ one-off costs incurred related to the ~~2017 OneMain Tender Offer and the~~ terminated ~~tender~~ tender offer for Lending Club shares launched by the Company in ~~2017.~~2018 Innot ~~addition,~~being ~~the Company~~ incurred ~~fewer investor relations costs~~ in ~~the nine months ended September 30, 2018 versus the nine months ended September 30, 2017~~2019.

Depreciation and Amortization

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, depreciation and amortization marginally decreased to $41,~~274~~233, compared to $41,~~495~~425 for the three ~~nine~~ months ended ~~September~~March 3031, ~~2017~~2018. The minimal movement was in line with expectations.

Loss on Sale of Marketable Securities

For the nine months ended September 30, 2018, loss on sale of marketable securities decreased to $194, compared to $153,514 for the nine months ended September 30, 2017. The decrease was due to the loss on sale of 500 Lending Club shares acquired by an open market purchase in January 2018 and subsequently sold in March 2018 being substantially less than the loss on sale of OneMain shares in 2017.

Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017

Interest Revenue

For the three months ended September 30, 2018, interest revenue decreased to $313,592, compared to $386,565 for the three months ended September 30, 2017. This decrease was due to the decreased average interest-earning loan book size of consumer receivables during the period. This decreased loan book size is primarily due to minimal advertising to new customers during the three months ended September 30, 2018 resulting from a decrease in cash available to fund new loans during that three-month period and leading to lower loans receivable originated as compared to loans receivable repaid during the three months ended September 30, 2018.

Other Revenue

For the three months ended September 30, 2018, other revenue increased to $39,161, compared to $20,805 for the three months ended September 30, 2017. Other revenue consisted of declined lead revenue, consisting of revenue from the sale of leads regarding potential customers whose loan applications did not meet our lending standards, and loan loss recovery. The increase was attributable to a significant increase in loan loss recovery revenue in the 2018 quarter.

Salaries and Compensation Expenses

For the three months ended September 30, 2018, salaries and compensation expenses decreased to $250,188, compared to $419,144 for the three months ended September 30, 2017. The decrease was primarily attributable to a $150,000 decrease in the compensation paid to our Chief Executive Officer as compared to the prior period.

Other Operating Expenses

For the three months ended September 30, 2018, other operating expenses increased to $124,075, compared to $104,985 for the three months ended September 30, 2017. The minimal movement was in line with expectations.

Provision for Credit Losses

For the three months ended September 30, 2018, the provision for credit losses expense decreased to $68,061, compared to $300,205 for the three months ended September 30, 2017. We carry a provision for credit losses which is estimated collectively based on our loan portfolio and general economic conditions. The decrease in provision for credit losses from the prior year period was due to the smaller loan portfolio and lower loan chargeoffs in the current period.

Advertising

For the three months ended September 30, 2018, advertising expenses decreased to $8,192, compared to $180,808 for the three months ended September 30, 2017. The decrease was attributable to the decrease in customer acquisition costs incurred mainly in direct mail advertising campaigns in the current period.

Rent Expense

For the three months ended September 30, 2018, rent expense decreased to $11,761, compared to $23,826 for the three months ended September 30, 2017. The decrease was due to the decrease in rent costs from our new Las Vegas lease in the corresponding period.

Public Company and Corporate Finance Expenses

For the three months ended September 30, 2018, public company and corporate finance expenses decreased to $155,044, compared to $449,321 for the three months ended September 30, 2017. The decrease was due to the one-off costs incurred related to the 2017 OneMain Tender Offer and the terminated tender offer for Lending Club shares launched by the Company in 2017 not being incurred in 2018. In addition, the Company incurred fewer investor relations costs in the three months ended September 30, 2018 versus the three months ended September 30, 2017.

Depreciation and Amortization

For the three months ended September 30, 2018, depreciation and amortization marginally decreased to $1,425, compared to $1,451 for the three months ended September 30, 2017. The minimal movement was in line with expectations.

Financial Position

Cash and Cash Equivalents

We had cash and cash equivalents of $~~382~~341,~~267~~374 as of ~~September~~March 3031, ~~2018~~2019, compared to $~~704~~365,~~006~~934 as of December 31, ~~2017~~2018. The small decrease resulted from ~~significant~~ operating expenses inbeing ~~excess~~slightly ofhigher than net cash proceeds from ~~financing~~loans ~~and~~receivable ~~investing~~repaid ~~activities~~versus loan receivable originated.

Loans Receivable

We had net loan receivables of $32,~~730~~740,~~691~~808 as of ~~September~~March 3031, ~~2018~~2019, as compared to $43,~~928~~174,~~704~~574 as of December 31, ~~2017~~2018. The decrease ~~was~~ was due to lower loan originations in the current period versus repayment and write-off of loan principal by customers. Net loan ~~receivables~~ receivables are calculated by reducing our outstanding loans receivable balance by an allowance for credit losses.

Other Receivables

We had other receivables of $7654,~~904~~039 as of ~~September~~March 3031, ~~2018~~2019, as compared to $7567,~~364~~994 as of December 31, ~~2017~~2018. Other receivables is ~~comprised~~ comprised of outstanding invoices for declined lead revenue due from marketing partners and accrued interest receivable on our ~~consumer~~ consumer loans at ~~September~~March 3031, ~~2018~~2019. The minimal movement was in line with expectations.

Property and Equipment

We had net property and equipment of $96,~~102~~621 as of ~~September~~March 3031, ~~2018~~2019 as compared to $137,~~376~~854 as of December 31, ~~2017~~2018. The minimal ~~movement~~ movement was in line with expectations and a direct result of recording depreciation expense for the current period.

Accounts Payable and Accrued Expenses

We had accounts payable and accrued expenses of $50101,~~346~~126 as of ~~September~~March 3031, ~~2018~~2019, compared to $512,~~053~~387 as of December 31, ~~2017~~2018. The increase ~~minimal~~was ~~movement~~mainly ~~was~~due into ~~line~~a ~~with~~large ~~expectations~~accrual for the 2018 annual audit being unpaid as at March 31.

Financial Condition, Liquidity and Capital Resources

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and the 12 months ended December 31, ~~2017~~2018, we incurred operating expenses in excess of ~~net~~ net revenue. However, anticipated cash flow from our existing loan receivable repayments plus net revenue, combined with current ~~cash~~ cash on hand, is expected to meet the needs of our budgeted cash operating expenses through ~~November~~April ~~2019~~2020. To expand operations ~~significantly~~ significantly we will be required to draw down from our loan facility with IEC Ltd., a related party, until operating results improve.

Liquidity and Capital Resources

We used cash in operations of $124,~~416,155~~560 during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, compared to $1342,~~847,645~~905 during the ~~nine months~~three months ended ~~September~~March 3031, ~~2017~~2018. This decrease is primarily due to ano ~~decrease in~~ tender offer costs in ~~2018~~2019 compared to ~~2017~~2018.

The Company has historically financed its operations and loans made to its customers through placements of shares of the Company’s common stock and preferred stock, private credit facilities, and working capital loans. We also received $3.4 million in connection with our tender offer to purchase shares of the common stock of OneMain in June 2017 and the subsequent sale of the OneMain shares we acquired as a result of that tender offer. The Company intends to finance its operations and the planned expansion of its business through draw downs on its new $20 million loan facility with IEC, Ltd., a related party.

The Company received net cash from investing activities of $~~790,456~~0 during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, compared to $~~3,700,733~~194 used ~~received~~in ~~from~~ investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2017. The decrease in cash provided by investing activities is primarily due to the sale of all OneMain shares acquired in the 2017 OneMain Tender Offer not being repeated in~~ 2018.

WeAt ~~were~~March ~~provided~~31, ~~$303~~2019,~~962~~ ofwe ~~net~~had cash inon ~~financing~~hand ~~activities~~of ~~during~~$341,374, ~~the~~which ~~nine~~we ~~months~~believe ~~ended~~is ~~September~~sufficient ~~30, 2018, compared~~ to ~~$325,212 used~~meet inour ~~financing~~operating ~~activities~~needs ~~during~~for the ~~same~~next ~~period~~12 inmonths, when ~~2017.~~added ~~The increase was attributable~~ to ~~equity~~budgeted ~~capital~~cash ~~raised~~inflows ~~through~~from ~~Series H~~loans ~~preferred~~receivable ~~shares,~~repaid ~~lower buybacks of common stock in 2018~~ and nobudgeted ~~common~~cash ~~stock~~inflows ~~dividends~~from ~~paid in 2018~~revenues.

At September 30, 2018, we had cash on hand of $382,267, which we believe is sufficient to meet our operating needs for the next 12 months, when added to budgeted cash inflows from loans receivable repaid and budgeted cash inflows from revenues.

The principal conditions and events that raise substantial doubt about the Company’s ability to meet its obligations as they come due are:

(i) the Company has reported recurring losses, and

(ii) the Company has not yet generated positive net cash flows from operations.

Management has evaluated their plans for the next 12 months and as a result of the plans, the Company believes that it can meet all its obligations at least through ~~November~~April ~~2019~~2020. Management’s ~~plans~~has include a significant reduction in consulting and professional fees due to limited new capital raising costs expected over the next 12 months and a significant reduction in tender offer costs due to no planned future tender offers in 2018 or 2019. In addition, significant core operating costs have been cut from the Company starting in 2016. including reducing the number of employees from 12 to 4 due to increased automation of loan origination processes and reducing the number of office leases from 4 to 1 as old leases expired. The Company also entered into the 2018 Consulting Contract with Mr. Mathieson, which significantly reduces the Chief Executive Officer consulting expense by more than 50% percent, compared to the Chief Executive Officer consulting expense for the first half of 2018, beginning July 1, 2018. Management has been utilizing the cash flow from loan repayments for working capital needs and plans to continue to do so, until funding under our new loan facility from a related party is received. See Note 5 for details. This will provide sufficient cash flow through at least ~~November~~April ~~2019~~2020. ~~The~~On April 1, 2019, the Company announced that its Board of Directors approved a stock repurchase program inauthorizing ~~2017~~the ~~that~~open market repurchase of up to $2,000,000 of its common stock. This share repurchase program expires on December 31, ~~2018~~2019. ~~However, management~~Management does not intend to repurchase a significant number of shares ~~under~~pursuant to the stock repurchase program.

We previously had a credit facility in the form of a line of credit with BFG Investment Holdings, LLC (“BFG”) in the amount of $10,000,000 pursuant to a Loan and Security Agreement, as amended (the “BFG Loan Agreement”), among BFG and certain of our wholly owned subsidiaries. In connection with the BFG Loan Agreement, IEC SPV and certain of our other wholly owned subsidiaries entered into a profit-sharing agreement with BFG pursuant to which IEC SPV is required to pay BFG 20% of its net profit (“Net Profit”) for a period beginning on June 11, 2012 and ending 10 years from the date the BFG Loan Agreement is repaid in full. Net Profit is defined in the profit sharing agreement as gross revenue less (i) interest paid on the loan, (ii) payments on any other debt incurred as a result of refinancing the loan through a third party, as provided in the BFG Loan Agreement, (iii) any costs, fees or commissions paid on account of the loan (including loan servicing fees of 0.5% on eligible consumer loans receivable), and (iv) charge-offs to bad debt resulting from consumer loans. All of IEC SPV’s loans receivable as of September 30, 2018, were pledged as collateral for fulfillment of the Net Profit interest due.

~~Effective~~We aspreviously had a credit facility in the form of ~~July~~a ~~15,~~line ~~2015,~~of credit with BFG ~~converted~~Investment ~~the~~Holdings, ~~credit~~LLC ~~facility~~(“BFG”) ~~from~~in athe amount ~~revolving~~of ~~facility~~$10,000,000 pursuant to a ~~term~~Loan ~~loan~~ and onSecurity ~~August 21~~Agreement, ~~2015,~~as weamended (the “BFG Loan Agreement”), ~~through~~among BFG and certain of our wholly owned subsidiaries,. ~~repaid~~In ~~the~~connection ~~entire~~with ~~balance~~the ofBFG ~~principal~~Loan ~~and~~Agreement, ~~accrued~~IEC ~~interest~~SPV ~~under~~and ~~the~~certain ~~BFG~~of ~~Loan~~our ~~Agreement.~~other wholly ~~There~~owned issubsidiaries ~~currently~~entered nointo ~~outstanding~~a ~~balance~~profit-sharing ~~under~~agreement ~~the~~with BFG ~~Loan~~pursuant ~~Agreement,~~to ~~but~~which IEC SPV ~~will~~is be required to pay BFG 20% of its net profit (“Net Profit to”) ~~BFG~~for ~~until~~a ~~August~~period 21beginning on June 11, ~~2025~~2012 (and ending 10 years from ~~August~~the ~~21,~~date ~~2015)~~the orBFG ~~until~~Loan weAgreement is ~~pay~~repaid ~~BFG~~in ~~$3,000,000~~full. toNet ~~terminate~~Profit is defined in the profit- sharing agreement. as gross revenue less (i) interest paid on the loan, ~~Net~~(ii) ~~Profit~~payments ~~for~~on any other debt incurred as a result of refinancing the ~~nine~~loan ~~months~~through ~~ended~~a ~~September~~third 30party, ~~2018~~as ~~and~~provided ~~2017~~in ~~was~~the ~~calculated~~BFG atLoan Agreement, ~~$14~~(iii) any costs,~~241~~ ~~and~~fees $or commissions paid on account of the loan (including loan servicing fees of 0.5% on eligible consumer loans receivable), ~~respectively~~and (iv) charge-offs to bad debt resulting from consumer loans. All of IEC SPV’s loans receivable as of March 31, 2019, were pledged as collateral for fulfillment of the Net Profit interest due.

23Effective as of July 15, 2015, BFG converted the credit facility from a revolving facility to a term loan and on August 21, 2015, we, through certain of our wholly owned subsidiaries, repaid the entire balance of principal and accrued interest under the BFG Loan Agreement. There is currently no outstanding balance under the BFG Loan Agreement, but IEC SPV will be required to pay 20% of its Net Profit to BFG until August 21, 2025 (10 years from August 21, 2015) or until we pay BFG $3,000,000 to terminate the profit-sharing agreement. Net Profit for the three months ended March 31, 2019 and 2018 was calculated at $0 and $0, respectively.

On June 8, 2018, MRAL Blockchain entered into the IEC Ltd. Loan Agreement with IEC Ltd. Mr. Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director, is IEC Ltd.’s majority stockholder, Chief Executive Officer and sole director. IEC Ltd. is wholly owned by certain Company stockholders, including Mr. Mathieson. Pursuant to the IEC Ltd. Loan Agreement, IEC Ltd. agreed to loan to MRAL Blockchain up to $20,000,000, assubject ~~requested from time~~ to ~~time~~certain ~~by MRAL Blockchain pursuant to one or more drawdown notices~~conditions. Any amounts borrowed under the IEC Ltd. Loan Agreement are subject to a 12% per annum interest rate, and must be repaid by June 7, 2023. The current outstanding balance of the loan facility is $0.

Dividend Policy

The amount of future common stock dividends, if any, will be based upon a level deemed by the Company’s board of directors to be sustainable based on budgeted operating free cash flow. The amount, timing and frequency of dividends will be authorized by the Company’s board of directors and declared based on a variety of factors deemed relevant by our board of directors and no assurance can be given that our dividend policy will not change in the future.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2018~~2019, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or 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. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Basis of Accounting

These consolidated financial statements include the operations of Mr. Amazing Loans Corporation and its wholly owned subsidiaries, IEC, IEC SPV and MRAL Blockchain. All inter-company transactions and balances have been eliminated in consolidation.

The Company’s accounting and reporting policies are in accordance with U.S. generally accepted accounting principles (“GAAP”) and conform to general practices within the consumer finance industry.

Critical Accounting Policies

We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Use of Estimates

Loans Receivable and Interest Income

The Company offers its loans at or below the prevailing ~~statutory~~state ~~rates~~interest rate limits. Loans are carried at the unpaid principal amount outstanding, net of an allowance for credit losses.

The Company calculates interest revenue using the interest yield method. Charges for late payments are credited to income when collected.

Allowance for Credit Losses

The allowance for credit losses is primarily based upon models that analyze specific portfolio statistics and also reflect management’s judgment regarding overall accuracy. We take into account several relevant internal and external factors that affect loan receivable collectivity, including the customer’s transaction history, specifically the timeliness of customer payments, the remaining contractual term of the loan, the outstanding balance of the loan, historical loan receivable charge-offs, our current collection patterns, and economic trends.

Impaired Loans

Income Taxes

Earnings and Loss per Share

Fair Value of Financial Instruments

Recently Issued or Newly Adopted Accounting Standards

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update intends to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ~~Management~~Adoption ~~is evaluating the impact~~ of ~~the~~ ~~adoption of~~ these changes ~~will~~had ~~have~~no material impact on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. ~~The~~Adoption ~~Company~~of isthese ~~currently~~changes ~~evaluating~~had ~~the~~no material impact ofon the ~~adoption of this standard on its~~ consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in this Update affect the amendments in Update 2016-02, which are not yet effective, but for which early adoption upon issuance is permitted. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ~~The~~Adoption ~~Company~~of ~~has~~these ~~not~~changes ~~yet~~had ~~selected~~no ~~a transition~~material ~~method~~impact ~~nor~~on ~~has it determined~~ the ~~effect~~consolidated ~~of the standard on its ongoing~~ financial ~~reporting~~statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not have any financial instruments that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments. A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Mr. Mathieson, our Chief Executive Officer and Chief Financial Officer has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~September~~March 3031, ~~2018~~2019. Based on such review and evaluation, Mr. Mathieson concluded that, as as of ~~September~~March 3031, ~~2018~~2019, the disclosure controls and procedures were effective to ensure that information required to be disclosed by by the Company in the reports that it files or submits under the Exchange Act, (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the fiscal quarter ended ~~September~~March 3031, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control ~~over~~ over financial reporting.

2623

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings (or material proceedings known to be contemplated), other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.

Item 1A. Risk Factors

None.

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

The following table summarizes the information relating to our purchase of shares of our common stock in the three months ended ~~September~~March 3031, ~~2018~~2019.

Period	Total number of shares purchased1		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs
July 1 – July 31, 2018		600	$	0.235		600	$	1,712,455
January 1 – January 31, 2019		—		N/A		—	$	0
August 1 – August 31, 2018		127,149	$	0.218		127,149	$	1,684,738
February – February 28, 2019		—		N/A		—	$	0
September 1 – September 30, 2018		109,417	$	0.258		109,417	$	1,656,558
March 1 – March 31, 2019		—		N/A		—	$	0
Total		~~237,166~~—	$	~~0.236~~N/A		~~237,166~~—	$	12,~~656~~000,~~558~~000	(1)

(1) On January 9, 2017, the Company announced that its Board of Directors approved a stock repurchase program authorizing the open market repurchase of up to $2,000,000 of its common stock. This share repurchase program expired on December 31, 2018. An aggregate of 696,139 shares were repurchased under this program. On April 1, 2019, the Company announced that its Board of Directors approved a stock repurchase program authorizing the open market repurchase of up to $2,000,000 of its common stock. This share repurchase program expires on December 31, ~~2018~~2019. Management does not intend to repurchase a significant number of shares pursuant to the stock repurchase program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description of Exhibit

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation

101.DEF		XBRL Taxonomy Extension Definition

101.LAB		XBRL Taxonomy Extension Labels

101.PRE		XBRL Taxonomy Extension Presentation

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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.

	MR. AMAZING LOANS CORPORATION
Date: November 13, 2018	By:	/s/ Paul Mathieson
Date: April 17, 2019	By:	/s/ Paul Mathieson
		Paul Mathieson
		President, Chief Executive Officer and Chief Financial Officer (principal executive officer, principal financial officer and principal accounting officer)

2825

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