0001520528false--12-31falseNon-accelerated FilerFY2019false1510751750441151075170.00010.001500000500000500000005000000049152058993959124650397100.12317458025192886108053939595001246501176634900150060339456During the three months ended September 30, 2018, the Company was required to increase the principal balance of the note by $5,000 pursuant to Section 1.3 of the Agreement which states that if the Borrower does not maintain or replenish the Reserved Amount within three (3) business days of the request of the Holder, the principal amount will increase by $5,000 for each such occurrence. In addition, under Section 1.4(g) of the Note, the Company was required to increase the principal amount of the Note by $15,000 due to the conversion price being less than $0.01. The penalties are tacked back to the Issue Date of the Note.1000404640175002784620775The Note is convertible into shares of the Company’s common stock after a period of 180 days at a conversion price equal to 61% multiplied by the average of the lowest two trading prices during the previous fifteen (15) days. After 180 days following the Issue Date, the Company will have no right of prepayment.205890.102000010000P3Y178856117500The note holder has the right at any time to convert all or any part of unpaid principal and interest into common shares of the Company equal to 50% multiplied by the Market Price; that being the lowest (1) trading price for the common stock during the twenty-five trading days prior to the conversion dateP5Y157500During the three months ended September 30, 2018, the Company was required to increase the principal balance of the note by $5,000 pursuant to Section 1.3 of the Agreement which states that if the Borrower does not maintain or replenish the Reserved Amount within three (3) business days of the request of the Holder, the principal amount will increase by $5,000 for each such occurrence. In addition, under Section 1.4(g) of the Note, the Company was required to increase the principal amount of the Note by $15,000 due to the conversion price being less than $0.01. The penalties are tacked back to the Issue Date of the Note.94566032P5YP3Y57500P3YP5Y5000109705000Warrant may be exercised in whole or in part at $0.50 per share, subject to anti-dilution adjustments set forth in the Agreement. If the Market Price is greater than the Exercise Price, the Warrant Holder may elect to receive Warrant shares pursuant to a cashless exercise. The Market Price means the highest traded price of the Company&amp;#8217;s common stock during the twenty (20) trading days prior to the date of the respective Exercise 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 10-K

~~x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~______________

~~For~~☒ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION ~~31,~~13 ~~2018~~or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~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 No. 333-174905

REAC GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Florida		59-3800845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
8878 Covenant Avenue, Suite 209, Pittsburgh, Pa.		15237
3400 NW 74th Street, Miami, FL 33122		33122
(Address of principal executive offices)		(Zip Code)
(724) 656-8886
(Issuer’s telephone number)

~~Indicate by check mark if the registrant is a well~~305-~~known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No~~503-1200

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15~~(d)Issuer’s oftelephone ~~the Act. o Yes þ No~~number)

Indicate by ~~checkmark~~check ~~whether~~mark ~~the~~if ~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of~~ the ~~Exchange Act during the past 12 months (or for such shorter period that the~~ registrant ~~was~~is ~~required~~a towell-known ~~file~~seasoned ~~such reports)~~issuer, ~~and~~as ~~(2)~~defined ~~has~~in ~~been~~Rule ~~subject~~405 toof ~~such filing requirements for~~ the ~~past~~Securities ~~90 days~~Act. þ☐ Yes o ☒ No

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~not ~~electronically and posted on its corporate Web site, if any, every Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section ~~405~~13 ofor ~~Regulation~~Section ~~S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)~~Act. ☐ Yes ☒ þ No o

Indicate by ~~check~~checkmark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~(1) ~~filers~~has ~~pursuant~~filed all reports required to ~~Item~~be ~~405~~filed ofby ~~Regulation~~Section ~~S-K~~13 or 15(~~§229.405~~d) of ~~this~~the ~~chapter)~~Exchange isAct ~~not~~during ~~contained~~the ~~herein,~~past ~~and~~12 ~~will~~months ~~not~~(or befor ~~contained,~~such toshorter ~~the~~period ~~best~~that ofthe registrant’s ~~knowledge,~~was inrequired ~~definitive~~to ~~proxy~~file orsuch ~~information~~reports), ~~statements~~and ~~incorporated~~(2) byhas ~~reference~~been insubject ~~Part~~to ~~III~~such offiling ~~this~~requirements ~~Form~~for ~~10-K~~the orpast ~~any~~90 ~~amendment to this Form 10-K~~days. þ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐

Indicate by check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

Large Accelerated Filer ¨☐ Accelerated Filer ¨☐ Non-accelerated Filer ¨☐ (do not check if a smaller reporting company) Smaller reporting company þ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) o ☐ Yes þ ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2018: $198,283.i

~~Number~~State the aggregate market value of the ~~issuer’s~~voting ~~shares~~and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of ~~Common~~such ~~Stock~~common ~~outstanding~~equity, as of ~~March~~the 31last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2019: 15$198,~~055,395~~ 283.

Number of the issuer’s shares of Common Stock outstanding as of June 21, 2020: 28,933,048

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check One): Yes o ☐ No þ☒

TABLE OF CONTENTS

		Page
Part I
Item 1	Business	31
Item 1A	Risk Factors	42
Item 1B	Unresolved Staff Comments	96
Item 2	Properties	97
Item 3	Legal Proceedings	97
Item 4	Mine Safety Disclosures	97
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	108
Item 6	Selected Financial Data.	119
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	119
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	1816
Item 8	Financial Statements and Supplementary Data	1917
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4439
Item 9A	Controls and Procedures	4439
Item 9B	Other Information	4439
Part III
Item 10	Directors and Executive Officers and Corporate Governance.	4540
Item 11	Executive Compensation	4641
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4843
Item 13	Certain Relationships and Related Transactions, and Director Independence	4843
Item 14	Principal Accounting Fees and Services	4843
Part IV
Item 15	Exhibits, Financial Statement Schedules	5045
Signatures		5146

2ii Table of Contents

PART I

ITEM 1. BUSINESS

Background Information

REAC Group, Inc. ("“The Company"”) was formed on March 10, 2005 under the name of Real Estate Contacts, Inc. as a Florida Corporation and is based in Pittsburgh, Pennsylvania. The Company changed its name to REAC Group, Inc. effective February 16, 2017. The Company engages in the ownership and operation of a real estate advertising portal website. The Company will provide a comprehensive online real estate search portal that consists of an advertising and marketing platform for real estate professionals.

The ~~company~~Company’s website will offer real estate professionals an advertising platform so they can grow their businesses online and have the opportunity to show their listings and reach consumers interested in buying or selling property in their respective exclusive geographic areas.

RealEstateContacts.com will serve as an internet portal that will feature a real estate search engine that directs consumers to receive more detailed information about their local agents, brokers, and offices, with regards to showing current listings, homes for sale, commercial properties, mortgages, and foreclosures.

Our customer base is consumers interested in buying or selling their home and properties. We'’ve made it an easy and convenient process for the consumer to start their search by featuring their local real estate companies or agents’ current listings. Consumers can view current properties and houses for sale in hundreds of U.S. cities as well as in their local market.

Real Estate professionals use the internet to generate leads. The top sources of internet leads are company and agent web sites. The internet is vital to a growing number of real estate professionals’ success. The strong surge in technology has created many new companies in the real estate industry. Many of them have become household names.

Our goal as a real estate portal is to send consumers to our real estate search site to view offices, brokers or agents’ current listings. We are building a national online lead network for our real estate professionals.

Our mission is for our company to become one of the leading marketing partners to the real estate industry.

The Company provides consumers the opportunity to view real estate listings and homes for sale from their local real estate in their local markets and in most markets and cities throughout the United States.

We enable real estate professionals to better promote themselves and their listings and connect with transaction-ready consumers through our online websites and marketing website products.

Business Operations

REAC Group, Inc., through their real estate website, will provide a service that enables real estate professionals to capture, cultivate, and convert leads which cater to prospective home buyers and sellers. (www.realestatecontacts.com).

The Company’s real estate website is conducted solely within the Internet. Our company matches buyers, sellers, and real estate brokers’ agents and offices anywhere in the world.

The Company intends to add to their business model by acquiring real estate such as multi-family and residential income producing properties. The company is interested with the possibilities to Acquire, Joint Venture or Partner with other real estate related businesses along with other new business opportunities with established business entities and revenues. We will continue to introduce our operational progress and other corporate actions that include our plan of growth.

Products and Services

The Company has designed a real estate website that will operate as a real estate search portal www.realestatecontacts.com that features the real estate professional’s profiles and other real estate service providers in their service areas. The company is in the Beta testing stage of development.

31 Table of Contents

The Company’s marketing strategy is to feature the real estate professional’s profile on the RealEstateContacts.com portal website in the areas that they service and work in so potential home buyers can view current real estate listings and homes that are for sale. We will send homebuyers and sellers to our real estate website so they can view our real estate contacts profiles so our real estate professionals become focused on receiving good leads for their business. This format would be called a lead generation program for real estate professionals that are on the RealEstateContacts.com portal website.

The driving of internet traffic is the key to any online marketing company. Our advertising campaign will be built around all internet related marketing concepts, such as search engine optimization, pay per clicks advertising, banner advertising, email marketing, and linking up to other real estate portals and directories.

We currently offer real estate agents, brokers, and offices the opportunity to become the real estate contact in the city that they serve on www.RealEstateContacts.com for a yearly fee.

We will also offer other real estate service providers the opportunity to advertise their services in the cities they work in.

Our website will set the stage to drive more business for our real estate professionals as well as small business owners.

Participating real estate brokers, offices and agents receive coverage in the cities, areas and territories that they service.

The Company intends to generate its revenue from selling advertising to real estate professionals and real estate service providers that are featured on our real estate portal.

Consumers will and do continue to buy and sell homes in real estate markets throughout the United States. The majority are going online to do so and will continue to contact and seek the advice of real estate professionals.

Reports to Security Holders

We file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). You may read and copy any document that we file at the SEC'’s public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC'’s web site at www.sec.gov.

At the request of a shareholder, we will send a copy of an annual report to include audited financial statements. As a reporting company with the U.S. Securities and Exchange Commission (“SEC”), we file all necessary quarterly (Form 10-Q), annual (Form 10-K) and other reports as required.

ITEM 1A. RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to Our Business

~~Our~~An ~~business~~occurrence isof ~~difficult~~an touncontrollable ~~evaluate~~event ~~because~~such weas ~~have~~the aCOVID-19 ~~limited~~pandemic ~~operating~~may ~~history~~negatively affect our operations.

~~REAC~~In ~~Group,~~December ~~Inc. was incorporated on March 10~~2019, ~~2005.~~a ~~For~~novel ~~the~~strain ~~years~~of ~~ended~~coronavirus ~~December~~(COVID-19) ~~31,~~emerged ~~2018,~~in ~~and 2017~~Wuhan, ~~net~~Hubei ~~losses were $702~~Province,~~564~~ ~~and $822,873, respectively~~China. ~~Although~~While ~~the~~initially ~~Company has conducted its operations since March 2005, it nonetheless has a limited operating history. Additionally,~~ the ~~Company~~outbreak ~~has~~was ~~been~~largely ~~unsuccessful~~concentrated in ~~generating~~China ~~any significant revenues since its inception. This limited operating history~~ and ~~lack~~caused ofsignificant ~~revenues~~disruptions ~~may not serve as an adequate basis~~ to ~~judge~~its the Company’s future prospects and results of operations. The Company’s business and prospects must be considered in light of the risks and uncertainties frequently encountered by companies in their early stages of operationseconomy, ~~including such companies that operate in the new and rapidly changing online advertising and marketing environment. The Company cannot assure that~~ it ~~will~~has ~~ever~~now bespread ~~profitable or that it will not be subject~~ to ~~increasing~~several ~~accumulated~~other ~~losses~~countries, inincluding the ~~foreseeable~~United ~~future.~~States, The Company anticipates that its operating expenses will increase in concert with its planned operations. Any significant failure to realize anticipated revenue growth could result in further losses. The Company will continue to encounter risks and ~~difficulties~~infections ~~frequently~~have ~~experienced~~been byreported ~~companies at a similar stage of development, including its potential failure to:~~globally.

·The ~~Implement~~COVID-19 ~~and/or~~outbreak ~~adapt~~is ~~and~~a ~~modify~~widespread ~~the~~health ~~Company’s~~crisis ~~business~~that ~~model~~could ~~and~~adversely ~~strategy;~~affect ·the ~~Develop~~economies and ~~increase~~financial ~~brand~~markets ~~awareness~~of many countries, ~~protect~~resulting ~~the~~in ~~Company’s~~an ~~reputation,~~economic ~~and~~downturn ~~develop~~that ~~customer~~could ~~loyalty;~~materially ·impact ~~Efficiently~~our ~~manage~~efforts to effectuate ordinary business transactions into the ~~Company’s~~unforeseeable ~~planned~~future. ~~expansion~~A ofpandemic ~~its~~typically ~~operations~~results ~~and~~in ~~related~~social ~~expenses;~~distancing, ~~and~~travel ·bans ~~Anticipate~~and quarantine, and ~~adapt~~this may limit access to ~~changing~~our ~~conditions~~facilities, incustomers, ~~markets~~management, insupport ~~which~~staff ~~the~~and ~~Company~~professional ~~operates~~advisors. These factors, ~~such~~in asturn, ~~the~~may not only impact ofour ~~any~~operations, ~~changes~~financial ~~mergers~~condition and ~~acquisitions~~demand ~~involving~~for our goods and services but our overall ability to react timely to mitigate the ~~Company’s~~impact ~~competitors,~~of ~~technological~~this ~~developments~~event. In addition, ~~and~~it ~~other~~may ~~significant~~hamper ~~competitive~~our efforts to comply with our filing obligations with the Securities and ~~market~~Exchange ~~dynamics~~Commission.

42 Table of Contents

IfOur business has been disrupted, but the ~~Company~~extent isto ~~unsuccessful~~which inthe ~~addressing~~coronavirus ~~any~~impacts orour ~~all~~operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of ~~these~~the ~~risks~~outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its ~~business~~impact. International stock markets have begun to reflect the uncertainty associated with the slow-down in the American, European, and ~~financial~~Asian ~~condition~~economies, ~~may~~and bethe ~~materially~~significant decline in the Dow Industrial Average in February and ~~adversely~~March ~~affected~~2020, was largely attributed to the effects of COVID-19.

WeOur ~~need~~business ~~additional~~is ~~capital~~difficult to ~~develop~~evaluate ~~our~~because ~~business. Without additional capital~~ we ~~may~~have ~~not~~a belimited ~~able~~operating ~~to implement our business plan~~history.

~~The~~REAC ~~continued~~Group, ~~development~~Inc. ofwas ~~our~~incorporated ~~services~~on ~~will~~March ~~require~~10, 2005. For the ~~commitment~~years ofended ~~substantial~~December ~~resources~~31, to2019, ~~implement~~and ~~our~~2018, ~~business~~net ~~plan~~losses were $4,237,188 and $702,564, respectively. InAlthough ~~addition~~the Company has conducted its operations since March 2005, ~~substantial~~it ~~expenditures~~nonetheless ~~will~~has bea ~~required~~limited tooperating ~~enable~~history. usAdditionally, tothe ~~manage~~Company ~~properties~~has been unsuccessful in generating any significant revenues since its inception. This limited operating history and lack of revenues may not serve as an adequate basis to judge the Company’s future prospects and results of operations. ~~Currently~~The Company’s business and prospects must be considered in light of the risks and uncertainties frequently encountered by companies in their early stages of operations, weincluding ~~have~~such nocompanies ~~established~~that ~~bank-financing~~operate ~~arrangements~~in the new and rapidly changing online advertising and marketing environment. ~~Therefore,~~The Company cannot assure that it iswill ~~likely~~ever webe ~~would~~profitable ~~need~~or that it will not be subject to ~~seek~~increasing ~~additional~~accumulated ~~financing~~losses ~~through~~in athe ~~subsequent~~foreseeable future. ~~private~~The ~~offering~~Company ofanticipates ~~our~~that ~~equity~~its ~~securities,~~operating orexpenses ~~through~~will ~~strategic~~increase ~~partnerships~~in ~~and~~concert ~~other~~with ~~arrangements~~its ~~with~~planned ~~corporate~~operations. ~~partners~~Any significant failure to realize anticipated revenue growth could result in further losses. The Company will continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including its potential failure to:

We· ~~cannot~~Implement ~~give~~and/or ~~you~~adapt ~~any~~and ~~assurance~~modify ~~that~~the ~~any~~Company’s ~~additional~~business ~~financing~~model ~~will~~and bestrategy; ~~available~~· toDevelop ~~us,~~and orincrease ifbrand ~~available~~awareness, ~~will~~protect bethe onCompany’s ~~terms~~reputation, ~~favorable~~and todevelop ~~us.~~customer ~~The~~loyalty; ~~sale~~· ofEfficiently ~~additional~~manage ~~equity~~the ~~securities~~Company’s ~~will~~planned ~~result~~expansion ~~in dilution to our stockholders. The occurrence~~ of ~~indebtedness~~its ~~would~~operations ~~result~~and inrelated ~~increased~~expenses; ~~debt~~and ~~service~~· ~~obligations~~Anticipate and ~~could~~adapt ~~require~~to uschanging toconditions ~~agree~~in tomarkets ~~operating~~in ~~and~~which ~~financing~~the ~~covenants~~Company ~~that~~operates, ~~would~~such ~~restrict~~as ~~our~~the ~~operations.~~impact Ifof ~~adequate~~any ~~additional~~changes ~~financing~~mergers isand ~~not~~acquisitions ~~available~~involving onthe ~~acceptable~~Company’s ~~terms~~competitors, wetechnological ~~may~~developments, ~~not~~and beother ~~able~~significant tocompetitive ~~implement~~and ~~our~~market ~~business development plan or continue our business operations~~dynamics.

~~Our~~If ~~business~~the Company is ~~susceptible~~unsuccessful toin ~~fluctuation~~addressing inany ~~the~~or ~~real~~all ~~estate~~of ~~market~~these ~~which~~risks, ~~may~~its ~~have~~business anand ~~adverse~~financial ~~effect~~condition onmay ~~our~~be ~~ability~~materially toand ~~generate~~adversely ~~revenue~~affected.

~~Our~~We ~~business~~need ~~depends~~additional ~~substantially~~capital onto ~~the~~develop ~~conditions~~our ~~of the real estate market~~business. ~~Demand~~Without ~~for~~additional ~~real~~capital ~~estate~~we ~~has grown rapidly in the past decade but such growth is often accompanied by volatility in market conditions and fluctuations in real estate prices. Fluctuations in the real estate market~~ may ~~negatively~~not ~~impact~~be ~~our~~able ~~ability~~ to ~~generate~~implement ~~revenue through the advertising of real estate professionals on~~ our ~~website.~~business ~~If we are unable to generate revenue through advertising on our website we may have to cease operations~~plan.

WeThe ~~are~~continued ~~subject~~development of our services will require the commitment of substantial resources to ~~general~~implement ~~real~~our ~~estate~~business ~~risks~~plan. ~~and~~In addition, substantial expenditures will be required to enable us to manage properties in the future. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through a subsequent future private offering of our ~~revenue~~equity ~~may~~securities, ~~fluctuate~~or through strategic partnerships and other arrangements with corporate partners.

~~Our~~We ~~primary~~cannot ~~revenue~~give ~~will~~you beany ~~generated~~assurance ~~from~~that ~~yearly~~any ~~advertisements~~additional byfinancing ~~real~~will ~~estate~~be ~~professionals,~~available ~~such~~to asus, ~~real~~or ~~estate~~if ~~offices~~available, ~~real~~will ~~estate~~be ~~brokerages,~~on ~~real~~terms ~~estate~~favorable ~~agents,~~to ~~and~~us. ~~the~~The ~~sales~~sale of ~~real~~additional ~~estate~~equity ~~service~~securities ~~providers~~will result in dilution to our stockholders. The ~~revenue~~occurrence ~~available~~of ~~from~~indebtedness ~~these~~would ~~advertisements~~result ~~will~~in ~~depend~~increased ondebt ~~the~~service ~~current~~obligations ~~real~~and ~~estate~~could ~~market.~~require Ifus ~~the~~to ~~advertisements~~agree onto operating and financing covenants that would restrict our ~~website~~operations. doIf ~~not~~adequate ~~generate~~additional ~~sufficient~~financing ~~income~~is tonot ~~meet~~available ~~operating~~on ~~expenses~~acceptable ~~our~~terms, ~~cash~~we ~~flow~~may ~~and~~not ~~ability~~be able to ~~operate~~implement ~~will~~our bebusiness ~~adversely~~development ~~affected~~plan or continue our business operations.

Our ~~future~~business ~~success~~ is ~~dependent,~~susceptible into ~~part,~~fluctuation onin the ~~performance~~real ~~and~~estate ~~continued~~market ~~service~~which ofmay ~~Robert~~have ~~DeAngelis,~~an ~~CEO,~~adverse ~~President~~effect ~~and~~on ~~Director.~~our ~~Without~~ability ~~his continued service, we may be forced~~ to ~~interrupt~~generate ~~or eventually cease our operations~~revenue.

WeOur ~~are~~business ~~presently~~depends ~~dependent~~substantially toon athe ~~great~~conditions ~~extent~~of ~~upon~~the real estate market. Demand for real estate has grown rapidly in the ~~experience,~~past ~~abilities~~decade but such growth is often accompanied by volatility in market conditions and ~~continued~~fluctuations ~~services~~in ofreal ~~Robert~~estate ~~DeAngelis~~prices. ~~The~~Fluctuations ~~loss~~in ofthe real estate market may negatively impact our ability to generate revenue through the ~~service~~advertising of Mrreal estate professionals on our website. ~~DeAngelis~~If ~~could~~we ~~have~~are aunable ~~material~~to ~~adverse~~generate ~~effect~~revenue through advertising on our ~~business,~~website ~~financial~~we ~~condition~~may orhave ~~results~~to ofcease ~~operation~~operations.

We3 ~~may~~Table ~~incur~~of ~~significant costs to be a public company to ensure compliance with U.S. corporate governance and accounting requirements and we may not be able to absorb such costs.~~Contents

We ~~may~~are ~~incur~~subject significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to ~~significantly~~general ~~increase~~real ~~our~~estate ~~legal~~risks and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our ~~board~~revenue of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may ~~incur or the timing of such costs~~fluctuate. ~~In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.~~

5Our ~~Table~~primary revenue will be generated from yearly advertisements by real estate professionals, such as real estate offices, real estate brokerages, real estate agents, and the sales of ~~Contents~~real estate service providers. The revenue available from these advertisements will depend on the current real estate market. If the advertisements on our website do not generate sufficient income to meet operating expenses our cash flow and ability to operate will be adversely affected.

~~The~~Our ~~lack~~future ofsuccess ~~public~~is ~~company~~dependent, ~~experience~~in part, on the performance and continued service of ~~our~~Robert ~~management~~DeAngelis, ~~team~~CEO, ~~could~~President ~~adversely~~and ~~impact~~Director. ~~our~~Without ~~ability~~his tocontinued ~~comply~~service, ~~with~~we ~~the~~may ~~reporting~~be ~~requirements~~forced ofto ~~U.S.~~interrupt ~~Securities~~or ~~Laws.~~eventually cease our operations.

~~Our~~We ~~management~~are ~~team~~presently ~~lacks~~dependent ~~public company experience, which could impair our ability~~ to ~~comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing~~ a ~~publicly~~great ~~traded~~extent ~~company.~~upon ~~Such~~the ~~responsibilities~~experience, ~~include~~abilities ~~complying with federal securities laws~~ and ~~making~~continued ~~required~~services ~~disclosures~~of onRobert ~~a timely basis~~DeAngelis. ~~Our~~The ~~senior~~loss ~~management~~of ~~may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including~~ the ~~establishing~~service ~~and maintaining~~ of ~~internal controls over financial reporting~~Mr. ~~Any~~DeAngelis ~~such deficiencies, weaknesses or lack of compliance~~ could have a ~~materially~~material adverse effect on our ~~ability~~business, tofinancial ~~comply~~condition ~~with~~or ~~the~~results ~~reporting requirements~~ of ~~the Securities Exchange Act of 1934 which is necessary to maintain our public company status~~operation. ~~If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.~~

We may ~~issue~~incur ~~additional~~significant ~~shares~~costs ~~that~~to ~~could~~be ~~dilute~~a ~~your~~public ~~potential~~company ~~ownership~~to ~~interest~~ensure compliance with U.S. corporate governance and ~~limit~~accounting ~~the~~requirements ~~ability~~and ofwe amay ~~third~~not ~~party~~be able to ~~obtain~~absorb ~~voting~~such ~~control~~costs.

~~Some~~We ~~events~~may ~~over~~incur ~~which~~significant ~~investors~~costs inassociated ~~the~~with ~~Company~~our ~~have~~public nocompany ~~control~~reporting ~~could~~requirements, ~~result~~costs inassociated with newly applicable corporate governance requirements, including requirements under the ~~issuance~~Sarbanes-Oxley Act of ~~additional~~2002 ~~shares~~and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our ~~Common~~legal ~~Stock~~and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or ~~issuances~~incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of ~~preferred~~directors ~~stock~~or ~~which~~as ~~would~~executive ~~dilute~~officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the ~~ownership~~amount ~~percentage~~of additional costs we may incur or the timing of ~~current~~such ~~shareholders~~costs. WeIn addition, we may ~~issue~~not ~~additional~~be ~~shares~~able to absorb these costs of ~~Common~~being ~~Stock:~~a public company which will negatively affect our business operations.

·The tolack ~~raise additional capital or finance acquisitions; · upon the exercise or conversion~~ of ~~outstanding~~public ~~warrants~~company orexperience ~~convertible notes; · in lieu~~ of ~~cash~~our ~~payment~~management ofteam ~~interest~~could onadversely impact our ~~outstanding~~ability ~~convertible~~to ~~subordinated~~comply ~~notes;~~with orthe ·reporting torequirements ~~vendors~~of inU.S. ~~exchange~~Securities ~~for~~Laws. ~~products or services~~

WeOur ~~have~~management ~~not~~team ~~filed~~lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for ~~trademark~~managing ~~protection~~a publicly traded company. Such responsibilities include complying with ~~the~~federal ~~United~~securities ~~States~~laws ~~Patent~~and making required disclosures on a timely basis. Our senior management may not be able to implement programs and ~~Trademark~~policies ~~office~~in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining of internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which ~~may~~is ~~adversely~~necessary ~~impact~~to maintain our public company status. If we were to fail to fulfill those obligations, our ability to ~~generate~~continue ~~revenue~~as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

We ~~have~~may ~~not~~issue ~~filed~~additional ~~for~~shares ~~trademark~~that ~~protection~~could ~~with~~dilute ~~the~~your ~~United~~potential ~~States~~ownership ~~Patent~~interest and ~~Trademark~~limit ~~Office regarding~~ the ~~use~~ability of ~~the~~a ~~Company’s~~third ~~name,~~party ~~REAC Group, Inc. Should we fail~~ to ~~file~~obtain ~~for~~voting ~~protection of the Company’s name, we may be unable to adequately protect the use of our name, which would negatively affect the Company’s brand name and its ability to generate revenues~~control.

~~The~~Some ~~Company’s~~events ~~officer~~over ~~and~~which ~~director~~investors ~~has~~in ~~significant~~the ~~control~~Company ~~over~~have ~~shareholder~~no ~~matters~~control ~~and~~could result in the ~~minority~~issuance ~~shareholders~~of ~~will~~additional ~~have~~shares ~~little~~of our Common Stock or noissuances ~~control~~of ~~over~~preferred stock which would dilute the ~~Company’s~~ownership ~~affairs~~percentage of current shareholders. We may issue additional shares of Common Stock:

~~The~~· ~~Company’s~~to ~~CEO~~raise ~~and~~additional ~~officer/director~~capital ~~currently~~or ~~owns~~finance ~~approximately~~acquisitions; ~~15,002~~· ~~post-split~~upon ~~shares of~~ the ~~Company’s~~exercise ~~outstanding~~or ~~Common~~conversion ~~Stock as~~ of ~~March~~outstanding ~~31,~~warrants ~~2019,~~or ~~and~~convertible ~~has~~notes; ~~significant~~· ~~control~~in ~~over~~lieu ~~shareholder matters, such as election~~ of ~~the~~cash ~~Company's~~payment ~~directors, amendments to its Articles~~ of ~~Incorporation,~~interest ~~and~~on ~~approval~~our ofoutstanding ~~significant~~convertible ~~corporate~~subordinated ~~transactions~~notes; asor a· ~~result,~~to ~~the~~vendors ~~Company’~~in ~~minority~~exchange ~~shareholders~~for ~~will~~products ~~have little~~ or ~~no control over its affairs.~~ services

~~The~~We ~~Company~~have ~~may~~not ~~become~~filed ~~dependent~~for ~~upon~~trademark ~~advertising~~protection ~~customers~~with ~~for~~the aUnited ~~significant~~States ~~portion~~Patent ofand ~~its~~Trademark ~~revenues.~~Office ~~Should~~regarding the ~~Company~~use beof ~~successful~~the inCompany’s ~~obtaining~~name, ~~those~~REAC ~~customers~~Group, ~~but~~Inc. ~~those~~Should ~~customers~~we nofail ~~longer~~to ~~require~~file for protection of the Company’s ~~services~~name, orwe ~~terminate~~may be unable to adequately protect the use of ~~its~~our ~~services~~name, which would negatively affect the Company’s ~~revenues~~brand name and ~~operations~~its ~~will~~ability beto ~~negatively~~generate ~~affected~~revenues.

64 Table of Contents

The ~~real~~Company’s ~~estate~~officer ~~market~~and isdirector ~~very~~has ~~competitive~~significant ~~which~~control ~~may~~over ~~have~~shareholder amatters ~~negative~~and ~~effect~~the onminority ~~our~~shareholders ~~ability~~will tohave ~~generate~~little ~~revenue~~or ~~and~~no ~~continue~~control ~~our~~over ~~business~~the ~~operations~~Company’s affairs.

The ~~Real~~Company’s ~~Estate~~CEO ~~Advertising/Marketing services market is becoming increasingly competitive~~ and ~~the~~officer/director ~~barriers~~owns toapproximately ~~entry~~1,000,000 ~~regarding~~post-split ~~such~~shares ~~services are low. Many~~ of the Company’s ~~existing~~outstanding ~~and~~Common ~~potential~~Stock ~~competitors~~as ~~have~~of ~~longer~~June ~~operating histories in the Real Estate Advertising Marketing and website business~~21, ~~greater name recognition~~2021, ~~larger~~and ~~client~~has ~~base,~~significant ~~greater~~control ~~Internet~~over ~~traffic,~~shareholder ~~and greater financial~~matters, ~~technical~~such ~~and~~as ~~marketing~~election ~~resources~~of ~~than~~ the Company’s ~~does.~~directors, ~~The~~amendments ~~Real~~to ~~Estate~~its ~~Advertising~~Articles ~~Marketing~~of ~~business~~Incorporation, and ~~the~~approval ~~sales~~ of ~~real~~significant ~~estate~~corporate ~~websites~~transactions; isas ~~subject~~a toresult, ~~intense competition; should~~ the Company’ beminority ~~unable~~shareholders ~~to overcome such competitive forces, its operations~~ will behave ~~negatively~~little ~~affected~~or ~~and~~no itcontrol ~~will~~over ~~be unable to expand~~ its ~~business~~affairs.

IfThe ~~the~~ Company ~~fails~~may tobecome ~~promote~~dependent upon advertising customers for a significant portion of its ~~brand~~revenue. ~~cost~~If ~~effectively~~these customers no longer require our service it ~~may~~will have aan ~~negative~~adverse ~~impact~~effect on our business operations.

IfThe ~~the~~ Company ~~fails~~may tobecome ~~promote~~dependent ~~and~~upon ~~maintain~~advertising ~~its~~customers ~~brand~~for ~~successfully,~~a orsignificant portion of its revenues. Should the Company ~~incurs~~be ~~significant~~successful ~~expenses~~in ~~pertaining~~obtaining tothose ~~promotion~~customers, ofbut ~~its~~those ~~brand~~customers ~~without~~no ~~corresponding~~longer ~~revenue~~require ~~increases~~the Company’s services or terminate the use of its services, the Company’s ~~business~~revenues ~~may~~and operations will be ~~adversely~~negatively affected.

~~Our~~The ~~business~~real estate market is ~~subject~~very competitive which may have a negative effect on our ability to ~~various~~generate ~~risks~~revenue ~~associated~~and ~~with~~continue ~~conducting~~our business ~~online~~operations.

The ~~Company’s~~Real ~~business~~Estate isAdvertising/Marketing ~~conducted~~services ~~solely~~market ~~within~~is ~~the~~becoming ~~Internet~~increasingly ~~arena~~competitive and isthe ~~subject~~barriers to ~~various~~entry ~~risks~~regarding ~~associated~~such ~~with~~services ~~conducting~~are ~~business~~low. ~~online,~~Many ~~including:~~of ~~(a)~~ the Company’s ~~target~~existing ~~clients,~~and ~~real~~potential ~~estate~~competitors ~~professionals,~~have ~~offices,~~longer ~~brokers,~~operating ~~agents,~~histories ~~may~~in ~~operate~~the ~~their~~Real ~~own~~Estate ~~Internet~~Advertising ~~portal~~Marketing and ~~websites~~website ~~for~~business, ~~advertising~~greater ~~and~~name ~~marketing purposes~~recognition, ~~and~~larger ~~have~~client nobase, ~~need~~greater ~~for~~Internet ~~the Company’s advertising~~traffic, ~~marketing~~ and ~~services;~~greater ~~and~~financial, ~~(b)~~technical ~~consumer~~and ~~traffic~~marketing toresources than the Company’s ~~website~~does. ~~and~~The ~~its~~Real ~~advertising/marketing~~Estate ~~revenues~~Advertising ~~are~~Marketing ~~based~~business onand ~~consumer~~the ~~and~~sales of real estate ~~professional’s~~websites ~~acceptance~~is ~~and/or~~subject ~~continued~~to ~~acceptance~~intense ofcompetition; ~~online~~should ~~marketing~~the ~~and~~Company ~~advertising,~~be ~~which~~unable ~~there~~to isovercome nosuch ~~assurance~~competitive ~~will~~forces, ~~continue~~its tooperations will be annegatively ~~acceptable~~affected ~~mode~~and ofit ~~marketing~~will ~~and~~be ~~advertising~~unable to expand its business.

~~Risk~~If ~~Related~~the ToCompany ~~Our~~fails ~~Capital~~to ~~Stock~~promote its brand cost effectively it may have a negative impact on our business operations.

WeIf ~~may~~the ~~never~~Company ~~pay~~fails ~~any~~to ~~dividends~~promote and maintain its brand successfully, or the Company incurs significant expenses pertaining to ~~shareholders~~promotion of its brand without corresponding revenue increases, the Company’s business may be adversely affected.

WeOur ~~have~~business ~~never~~is ~~declared~~subject ~~or paid any cash dividends or distributions on our capital stock. We currently intend~~ to ~~retain~~various ~~our~~risks ~~future~~associated ~~earnings,~~with ifconducting ~~any,~~business ~~to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future~~online.

The ~~declaration,~~Company’s ~~payment~~business is conducted solely within the Internet arena and ~~amount~~is ofsubject ~~any~~to ~~future~~various ~~dividends~~risks ~~will~~associated bewith ~~made~~conducting atbusiness ~~the~~online, ~~discretion~~including: of(a) the ~~board~~Company’s oftarget ~~directors~~clients, ~~and~~real ~~will~~estate ~~depend~~professionals, ~~upon~~offices, ~~among~~brokers, ~~other things~~agents, ~~the~~may ~~results~~operate oftheir ~~our~~own ~~operations,~~Internet ~~cash~~portal ~~flows~~and websites for advertising and ~~financial~~marketing ~~condition~~purposes, ~~operating~~ and ~~capital~~have ~~requirements~~no need for the Company’s advertising, marketing and ~~other~~services; ~~factors~~and as(b) consumer traffic to the ~~board~~Company’s ofwebsite ~~directors~~and ~~considers~~its ~~relevant.~~advertising/marketing ~~There~~revenues isare nobased ~~assurance~~on ~~that~~consumer ~~future~~and ~~dividends~~real ~~will~~estate beprofessional’s ~~paid,~~acceptance and,/or ifcontinued ~~dividends~~acceptance ~~are~~of ~~paid~~online marketing and advertising, which there is no assurance ~~with~~will ~~respect~~continue to ~~the~~be ~~amount~~an acceptable mode of ~~any~~marketing ~~such~~and ~~dividend~~advertising.

~~You~~Risk ~~will~~Related ~~experience~~To ~~dilution~~Our ofCapital ~~your ownership interest because of the future issuance of additional shares of our common stock and our preferred stock.~~Stock

InWe ~~the future, we~~ may ~~issue~~never ~~our~~pay ~~authorized~~any ~~but~~dividends ~~previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized~~ to ~~issue an aggregate of 200,000,000 shares of capital stock consisting of 199,000,000 shares of common stock, par value $~~shareholders.00001 per share, and 1,000,000 shares of Preferred Stock, of which 500,000 shares have been designated as Series A Preferred Stock, par value $0.0001 per share (“Series A”), as per the amended and restated Articles of Incorporation, effective January 22, 2019.

We ~~may~~have ~~also~~never ~~issue~~declared ~~additional~~or ~~shares~~paid ofany ~~our~~cash ~~common~~dividends ~~stock~~ or ~~other~~distributions ~~securities~~on ~~that~~our ~~are~~capital ~~convertible~~stock. ~~into~~We orcurrently ~~exercisable~~intend ~~for~~to ~~common~~retain ~~stock~~our infuture ~~connection~~earnings, ~~with~~if ~~hiring~~any, orto ~~retaining~~support ~~employees~~operations orand ~~consultants,~~to ~~future~~finance ~~acquisitions,~~expansion ~~future~~and ~~sales~~therefore ofwe ~~our~~do ~~securities~~not ~~for~~anticipate ~~capital~~paying ~~raising~~any ~~purposes,~~cash ordividends ~~for~~on ~~other~~our ~~business~~common ~~purposes~~stock in the foreseeable future.

~~Our~~The ~~common~~declaration, ~~stock~~payment isand ~~considered~~amount aof ~~penny~~any ~~stock,~~future ~~which~~dividends ~~may~~will be ~~subject~~made toat ~~restrictions~~the ondiscretion ~~marketability~~of the board of directors, soand ~~you~~will ~~may~~depend ~~not~~upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be ~~able~~paid, and, if dividends are paid, there is no assurance with respect to ~~sell~~the ~~your~~amount ~~shares~~of any such dividend.

IfYou ~~our common stock becomes tradable in the secondary market, we~~ will beexperience ~~subject~~dilution toof ~~the~~your ~~penny~~ownership ~~stock~~interest ~~rules~~because ~~adopted~~of by the ~~Securities~~future ~~and~~issuance ~~Exchange~~of ~~Commission~~additional ~~that~~shares ~~require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity~~ of our common stock, ~~which~~and ~~in all likelihood would make it difficult for~~ our ~~shareholders~~preferred ~~to sell their securities~~stock.

7In ~~Table~~the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of ~~Contents~~the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 200,000,000 shares of capital stock consisting of 199,000,000 shares of common stock, par value $.00001 per share, and 1,000,000 shares of Preferred Stock, of which 500,000 shares have been designated as Series A Preferred Stock, par value $0.0001 per share (“Series A”), as per the amended and restated Articles of Incorporation, effective January 22, 2019.

~~Penny stocks generally are equity securities with a price of less than $~~5~~.00~~ ~~(other~~Table than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.Contents

IfWe wemay ~~fail~~also toissue ~~maintain~~additional anshares ~~effective~~of ~~system~~our ofcommon ~~internal~~stock ~~control~~or ~~over~~other ~~financial~~securities ~~reporting~~that ~~and~~are ~~disclosure~~convertible ~~controls~~into ~~and~~or ~~procedures,~~exercisable wefor ~~may~~common bestock ~~unable~~in toconnection ~~accurately~~with ~~report~~hiring ~~our~~or ~~financial~~retaining ~~results~~employees ~~and~~or ~~comply~~consultants, ~~with~~future ~~the~~acquisitions, ~~reporting~~future ~~requirements~~sales ~~under~~of ~~the~~our ~~Exchange~~securities ~~Act~~for capital raising purposes, or for other business purposes.

WeOur ~~intend~~common tostock prepare an internal plan of action for compliance with the requirements of Section 404. As a result, we cannot guarantee that we will not have any “significant deficiencies” or “material weaknesses” within our processes. Compliance with the requirements of Section 404 is ~~expected~~considered ~~to be expensive and time-consuming. If we fail to complete this evaluation in~~ a ~~timely~~penny ~~manner~~stock, wewhich ~~could~~may be subject to ~~regulatory~~restrictions ~~scrutiny~~on ~~and a loss of public confidence in our internal control over financial reporting. In addition~~marketability, ~~any~~so ~~failure~~you tomay ~~establish~~not anbe ~~effective~~able ~~system of disclosure controls and procedures could cause our current and potential stockholders and customers~~ to ~~lose~~sell ~~confidence~~your ~~in our financial reporting and disclosure required under the Exchange Act, which could adversely affect our business~~shares.

~~Our~~If ~~Common~~our ~~Stock~~common ~~has~~stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a ~~very~~reduction ~~limited~~in the trading ~~market~~activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

~~Our~~Penny ~~Common~~stocks ~~Stock~~generally isare ~~traded~~equity securities with a price of less than $5.00 (other than securities registered on ~~the~~certain ~~over-~~national securities exchanges or quoted on the~~-counter~~ ~~market~~NASDAQ ~~(OTC~~system). ~~electronic~~Penny ~~quotation~~stock ~~service,~~rules anrequire ~~inter~~a broker-dealer, ~~quotation~~prior ~~system~~to ~~that~~a ~~provides~~transaction ~~significantly~~in ~~less~~a ~~liquidity~~penny ~~than~~stock not otherwise exempt from the ~~NASDAQ~~rules, ~~stock~~to ~~market~~deliver ora ~~any~~standardized ~~other~~risk ~~national~~disclosure ~~securities~~document ~~exchange.~~that Inprovides ~~addition,~~information ~~trading~~about inpenny ~~our~~stocks ~~Common~~and ~~Stock~~the ~~has~~risks ~~historically~~in ~~been~~the ~~extremely~~penny ~~limited~~stock market. ~~This~~The ~~limited~~broker-dealer ~~trading~~also ~~adversely~~must ~~affects~~provide the ~~liquidity~~customer ofwith ~~our~~current ~~Common~~bid ~~Stock,~~and ~~not~~offer ~~only~~quotations infor ~~terms~~the ofpenny stock, the ~~number~~compensation of ~~shares~~the ~~that~~broker-dealer ~~can be bought~~ and ~~sold~~its atsalesperson ain ~~given~~the ~~price~~transaction, ~~but~~and ~~also~~monthly ~~through~~account ~~delays~~statements inshowing the ~~timing~~market value of ~~transactions~~each ~~and~~penny ~~reduction~~stock held in ~~security~~the ~~analysts~~customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the ~~media~~purchaser’s ~~coverage~~written ofagreement usto the transaction. AsThese arequirements ~~result~~may have the effect of reducing the level of trading activity, ~~there~~if ~~could~~any, bein the secondary market for a ~~larger~~security ~~spread~~that ~~between~~becomes subject to the ~~bid~~penny ~~and~~stock ~~ask~~rules. ~~prices~~The ofadditional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our ~~Common~~securities, ~~Stock~~which could severely limit the market price and ~~you~~liquidity of our securities. These requirements may ~~not~~restrict bethe ~~able~~ability of broker-dealers to sell ~~shares~~our ofcommon ~~our~~stock ~~Common~~and ~~Stock~~may ~~when~~affect oryour atability ~~prices~~to ~~you~~resell ~~desire~~our common stock.

~~Our~~If ~~bylaws~~we ~~provide~~fail ~~for~~to ~~our~~maintain ~~indemnification~~an effective system of internal control over financial reporting and disclosure controls and procedures, we may be unable to accurately report our ~~officers~~financial results and ~~directors~~comply with the reporting requirements under the Exchange Act.

~~Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws.~~ We ~~have~~intend ~~agreed~~ to ~~indemnify~~prepare ~~each~~an ofinternal ~~our~~plan ~~directors and certain officers against certain liabilities, including liabilities under the Securities Act~~ of ~~1933.~~action ~~Insofar as indemnification~~ for ~~liabilities~~compliance ~~arising~~with ~~under~~ the ~~Securities~~requirements ~~Act~~ of ~~1933~~Section ~~may~~404. beAs ~~permitted~~a ~~to our directors~~result, ~~officers~~we ~~and~~cannot ~~controlling~~guarantee ~~persons~~that ~~pursuant~~we towill ~~the~~not ~~provisions~~have ~~described~~any ~~above,~~“significant deficiencies” or ~~otherwise,~~“material weweaknesses” ~~have~~within ~~been~~our ~~advised~~processes. ~~that~~Compliance inwith the ~~opinion~~requirements of ~~the~~Section ~~Securities~~404 ~~and Exchange Commission such indemnification~~ is ~~against~~expected ~~public~~to ~~policy~~be asexpensive ~~expressed in the Securities Act of 1933~~ and ~~is, therefore, unenforceable~~time-consuming. InIf ~~the~~we ~~event~~fail ~~that~~to acomplete ~~claim~~this ~~for~~evaluation ~~indemnification~~in ~~against~~a ~~such~~timely ~~liabilities~~manner, ~~(other~~we ~~than~~could ~~our~~be ~~payment~~subject ofto ~~expenses~~regulatory ~~incurred~~scrutiny orand ~~paid~~a byloss ~~our~~of ~~director,~~public ~~officer~~confidence ~~or controlling person~~ in ~~the~~our ~~successful~~internal ~~defense~~control ofover ~~any~~financial ~~action,~~reporting. ~~suit~~In ~~or proceeding) is asserted by such director~~addition, ~~officer~~any orfailure ~~controlling~~to ~~person~~establish inan ~~connection~~effective ~~with~~system ~~the~~of ~~securities~~disclosure ~~being~~controls ~~registered,~~and weprocedures ~~will,~~could ~~unless~~cause ~~in the opinion of~~ our ~~counsel~~current ~~the~~and ~~matter~~potential ~~has~~stockholders ~~been~~and ~~settled~~customers ~~by controlling precedent, submit~~ to alose ~~court~~confidence ofin ~~appropriate~~our ~~jurisdiction~~financial ~~the~~reporting ~~question~~and ~~whether~~disclosure ~~such~~required ~~indemnification~~under ~~by it is against public policy as expressed in~~ the ~~Securities~~Exchange Act, ~~and~~which ~~will~~could beadversely ~~governed~~affect byour ~~the final adjudication of such issue~~business.

WeOur ~~have~~Common ~~been~~Stock advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has ~~been settled by controlling precedent, submit the question of whether such indemnification is against public policy to~~ a ~~court~~very oflimited ~~appropriate~~trading ~~jurisdiction~~market. ~~We will then be governed by the court’s decision.~~

8Our ~~Table~~Common Stock is traded on the over-the-counter market (OTC) electronic quotation service, an inter-dealer quotation system that provides significantly less liquidity than the NASDAQ stock market or any other national securities exchange. In addition, trading in our Common Stock has historically been extremely limited. This limited trading adversely affects the liquidity of ~~Contents~~our Common Stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us. As a result, there could be a larger spread between the bid and ask prices of our Common Stock and you may not be able to sell shares of our Common Stock when or at prices you desire.

~~ITEM~~Our ~~1B.~~bylaws ~~UNRESOLVED~~provide ~~STAFF~~for ~~COMMENTS~~our indemnification of our officers and directors.

~~There~~Our isdirectors noand ~~reporting~~officers ~~requirement~~are indemnified as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under ~~this~~the ~~item~~Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a ~~smaller~~claim ~~reporting~~for ~~company~~indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~ITEM~~6 2.Table ~~PROPERTIES~~of Contents

~~Our~~We ~~principal~~have ~~executive~~been ~~office~~advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is ~~located~~against atpublic ~~8878~~policy ~~Covenant~~as ~~Avenue~~expressed in the Securities Act, ~~Suite~~and ~~209~~is, ~~Pittsburgh~~therefore, PAunenforceable., ~~15237~~In ~~and~~the ~~our~~event ~~telephone~~that ~~number~~a isclaim ~~(724)~~for ~~656-8886.~~indemnification ~~Office~~against ~~space~~such liabilities is ~~provided~~asserted by one of our ~~Chief~~directors, ~~Executive~~officers, ~~Officer~~or atcontrolling nopersons ~~charge~~in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There is no reporting requirement under this item for a smaller reporting company.

ITEM 2. PROPERTIES

Our principal executive office is located at 3100 NW 74^th Street, Miami, FL, 33122, and our telephone number is (305) 503-1200.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

97 Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT'’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the Over the Counter Bulletin Board (“OTC Pink”) under the symbol “REAC” for the reporting period. Although we are listed on the OTC Pink, there can be no assurance that an active trading market for our stock will develop. Price quotations on the exchange will reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other equipment and furniture leasing service providers or accounting related business services, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for instant messaging business services in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.

Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results. These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

Cash dividends have not been paid since inception. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of our board of directors. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

At the present time, we have outstanding warrants to purchase securities convertible into common stock (see Note 9).

10Price ~~Table~~Range of ~~Contents~~Common Stock

~~Price~~Our ~~Range of~~ Common Stock is to be quoted on the over-the-counter market (OTC: Pink) electronic quotation service under the symbol “REAC.”

Our Common Stock is to be quoted on the over-the-counter market (OTC: Pink) electronic quotation service under the symbol “REAC.”

	As of December 31, 2019				Retro-application of 1:10,000 reverse split made effective March 1, 2019
Fiscal Year 2019	High*		Low*		High*		Low*
First quarter ended March 31, 2019	$	0.0005	$	0.0001	$	5.00	$	1.00
Second quarter ended June 30, 2019	$	0.9500	$	0.1000	$	0.9500	$	0.1000
Third quarter ended September 30, 2019	$	0.5700	$	0.1000	$	0.5700	$	0.1000
Fourth quarter ended December 31, 2019	$	3.7700	$	0.0201	$	3.7700	$	0.0201

	As of December 31, 2018				Retro-application of 1:10,~~000~~000reverse ~~reverse~~ split made ~~effective~~effectiveMarch ~~March~~ 1, 2019
Fiscal Year 2018	High*		Low*		High*		Low*
First quarter ended March 31, 2018	$	0.0064	$	0.0007	$	64.00	$	7.00
Second quarter ended June 30, 2018	$	0.0012	$	0.0004	$	12.00	$	4.00
Third quarter ended September 30, 2018	$	0.0006	$	0.0003	$	6.00	$	3.00
Fourth quarter ended December 31, 2018	$	0.0005	$	0.0002	$	5.00	$	2.00
Fourth quarter ended December 31, 2019	$	0.0005	$	0.0002	$	5.00	$	2.00

	As of December 31, 2018				Retro-application of 1:10,000 reverse split made effective March 1, 2019
Fiscal Year 2017	High*		Low*		High*		Low*
First quarter ended March 31, 2017	$	0.0064	$	0.0007	$	64.00	$	7.00
Second quarter ended June 30, 2017	$	0.0012	$	0.0004	$	12.00	$	4.00
Third quarter ended September 30, 2017	$	0.0006	$	0.0003	$	6.00	$	3.00
Fourth quarter ended December 31, 2017	$	0.0005	$	0.0002	$	5.00	$	2.00

Table of Contents

Approximate Number of Equity Security Holders

As of December 31, ~~2018~~2019, there were approximately 54 certificate holders of record of the Company’s common stock.

Dividends

We have not declared or paid cash dividends on our common stock.

Stock Option Grants

There are no outstanding options to purchase our securities.

ITEM 6. SELECTED FINANCIAL DATA

We qualify as a smaller reporting company, as defined by Rule 229.10(f)(1), and are not required to prove the information required by this Item.

ITEM 7. MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Notice Regarding Forward Looking Statements

This section of this Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

11Readers ~~Table~~should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of ~~Contents~~future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our ~~actual~~Operating results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.Strategy

Our ~~Operating~~website ~~Strategy~~allows real estate professionals and consumers to interact through the Internet as a business medium. Our operating strategy is to feature real estate agents’ websites on the www.realestatecontacts.com portal website in the areas that they service and work enabling potential home buyers to view real estate listings and homes that are for sale. This format would be called a lead generation program for real estate professionals that are on the RealEstateContacts.com portal website.

Our ~~website allows real estate professionals and consumers to interact through the Internet as a~~ business ~~medium. Our operating~~ strategy is toan ~~feature~~ease ~~real~~of ~~estate~~use ~~agents~~approach ~~websites~~which onallows the ~~www.realestatecontacts.com~~consumer ~~portal website in the areas that they service and work enabling potential home buyers~~ to view ~~real estate~~ listings ~~and~~of homes ~~that~~from ~~are~~our ~~for~~website ~~sale.~~and ~~This~~also ~~format~~of ~~would~~their belocal ~~called a lead generation program for~~ real estate ~~professionals~~office ~~that~~or ~~are on the RealEstateContacts~~agent.~~com~~ ~~portal website.~~

Our ~~business~~focus ~~strategy~~ is andriving ~~ease~~high volumes of ~~use~~traffic ~~approach~~to ~~which~~our ~~allows~~website and our advertisers profile pages putting the consumer with the most relevant and desired professional. Many unique visitors visit our website to view real estate listings ofand homes ~~from~~for ~~our~~sale. ~~website~~We accomplish this through highly focused and ~~also~~well-designed SEO strategies that allow our advertisers to receive greater amount of ~~their~~exposure ~~local~~without ~~real~~spending ~~estate~~huge ~~office~~resources. orOur ~~agent~~methodology and resource expenditures are invaluable tools to our advertisers. We do the marketing and our advertisers get the leads.

Our ~~focus~~real isestate ~~driving~~search ~~high~~portal ~~volumes of traffic to our~~ website ~~and~~will ~~our~~also ~~advertisers~~include ~~profile~~local ~~pages putting the consumer with the most relevant and desired professional. Many unique visitors visit our website to view~~ real estate ~~listings~~service ~~and~~providers ~~homes~~that ~~for~~want ~~sale.~~more Wetraffic ~~accomplish this through highly focused~~ and ~~well-designed SEO strategies that allow our advertisers to receive greater amount of~~ exposure ~~without spending huge resources. Our methodology and resource expenditures are invaluable tools~~ to ~~our~~their ~~advertisers.~~business Wewebsite dofor ~~the~~potential ~~marketing~~new ~~and our advertisers get the leads~~clients.

~~Our~~We ~~real~~believe ~~estate~~the ~~search~~driving ~~portal~~of ~~website~~internet ~~will~~traffic ~~also~~is ~~include~~the ~~local~~key ~~real~~to ~~estate~~any ~~service~~online ~~providers~~marketing ~~that~~company. ~~want~~We ~~more~~intend ~~traffic~~to build our advertising campaign around all internet related marketing concepts, such as search engine optimization, pay per clicks advertising, banner advertising, email marketing, and ~~exposure~~linking up to ~~their~~other ~~business~~real ~~website~~estate ~~for~~portals ~~potential~~and ~~new clients~~directories.

WeOur ~~believe~~goal ~~the~~is ~~driving~~to ofconnect ~~internet~~real ~~traffic~~estate isprofessionals ~~the~~with ~~key~~consumers towho ~~any~~are ~~online~~interested ~~marketing~~in ~~company.~~buying Weor ~~intend~~selling toa ~~build~~home. ~~our~~We ~~advertising~~believe ~~campaign~~that ~~around~~when ~~all~~a ~~internet~~customer ~~related~~does ~~marketing~~research ~~concepts,~~and ~~such~~knows aswhich ~~search~~house ~~engine~~he ~~optimization,~~or ~~pay~~she ~~per~~is ~~clicks~~interested ~~advertising~~in, ~~banner~~the ~~advertising,~~result ~~email~~is ~~marketing,~~a ~~and~~more ~~linking~~effective upand totime-efficient ~~other~~transaction ~~real~~for ~~estate~~both ~~portals~~buyer and ~~directories~~seller.

~~Our~~9 ~~goal~~Table isof to connect real estate professionals with consumers who are interested in buying or selling a home. We believe that when a customer does research and knows which house he or she is interested in, the result is a more effective and time-efficient transaction for both buyer and seller. Contents

Plan of Operations

Our plan of operation is to operate a search engine portal website for real estate.

Our real estate search website allows real estate professionals and consumers to interact through the internet as a business medium. The Company’s operating strategy is to feature real estate professional’s websites and profiles on the RealEstateContacts.com portal website in the areas that they service and work enabling potential home buyers to view real estate listings and homes that are for sale and featured on the real estate professionals’ website. This format is called a lead generation program for real estate professionals that are on the RealEstateContacts.com portal website.

Our business strategy is an ease of use approach which allows the consumer to view listings of homes from of their local real estate office, broker or agent. This service is provided from our real estate search website: www.realestatecontacts.com. In addition, our real estate search website will feature a select few per city. For this reason, we believe our concept will have a high level of interest from any real estate professional. We believe this approach will be attractive to real estate professionals in each locale.

The RealEstateContacts.com portal website will also feature local real estate service providers such as local or national mortgage lenders and mortgage brokers. By featuring local mortgage brokers our website allows the consumer to have access to any financial questions and can receive all the information they need quickly in their geographical area.

Our goal is to connect real estate professionals with consumers who are interested in buying or selling a home.

12We ~~Table~~anticipate ofgenerating ~~Contents~~revenues from advertising sales from real estate professionals on our current website.

We ~~anticipate~~plan ~~generating~~to grow revenues ~~from~~in ~~advertising~~the ~~sales~~next ~~from~~12 ~~real~~months ~~estate~~by ~~professionals~~undertaking onthe ~~our~~following ~~current website.~~steps:

· Devote greater resources to marketing and selling our services such as developing and creating a more productive advertising sales division within our company by the hiring of advertising sales account executives. · Focus to expand our network of advertisers and real estate professionals by increasing our online presence to include various marketing channels such as the major search engines, Google, Yahoo and Bing. · Expand our company’s public relations by creating more brand awareness on the internet. An example would be to focus on other social media websites such as Facebook, Twitter, and LinkedIn. · Develop other marketing programs to efficiently increase our brand awareness such as email campaigns, newsletters, linking our website to other real estate business websites, real estate portals and directories. · We intend to continue, maintain and aggressively pursue to build our advertising campaign around all internet related marketing concepts, such as search engine optimization, pay per click advertising, banner advertising and social media networks to help manage and geographically target consumer traffic and lead volume. · Focus on driving more internet traffic and unique visitors to our websites by using these search engine marketing techniques. · We plan to ~~grow~~increase our online Search Engine Marketing to create more unique users. Measuring unique users is important to us because our advertising revenues depend in ~~the~~part ~~next~~on 12our ~~months~~ability to enable our consumers to connect with real estate professionals. We define a unique user as a user who visits our website at least once during a calendar month, as measured by ~~undertaking~~our ~~the~~analytical ~~following~~tools. ~~steps:~~· The number of real estate professionals (advertisers) on our website is an important driver of revenue growth.

·Limited ~~Devote~~Operating greater resources to marketing and selling our services such as developing and creating a more productive advertising sales division within our company by the hiring of advertising sales account executives. · Focus to expand our network of advertisers and real estate professionals by increasing our online presence to include various marketing channels such as the major search engines, Google, Yahoo and Bing. · Expand our company’s public relations by creating more brand awareness on the internet. An example would be to focus on other social media websites such as Facebook, Twitter, and LinkedIn. · Develop other marketing programs to efficiently increase our brand awareness such as email campaigns, newsletters, linking our website to other real estate business websites, real estate portals and directories. · We intend to continue, maintain and aggressively pursue to build our advertising campaign around all internet related marketing concepts, such as search engine optimization, pay per click advertising, banner advertising and social media networks to help manage and geographically target consumer traffic and lead volume. · Focus on driving more internet traffic and unique visitors to our websites by using these search engine marketing techniques. · We plan to increase our online Search Engine Marketing to create more unique users. Measuring unique users is important to us because our advertising revenues depend in part on our ability to enable our consumers to connect with real estate professionals. We define a unique user as a user who visits our website at least once during a calendar month, as measured by our analytical tools. · The number of real estate professionals (advertisers) on our website is an important driver of revenue growth.History

~~Limited~~We ~~Operating~~have ~~History~~generated a limited financial history and have not previously demonstrated that we will be able to expand our business through increased investment in marketing activities. We cannot guarantee that the expansion efforts described in this Registration Statement will be successful. The business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

WeFuture ~~have~~financing ~~generated~~may ~~a limited financial history and have~~ not ~~previously demonstrated that we will~~ be ~~able~~available to ~~expand~~us ~~our~~on ~~business~~acceptable ~~through increased investment in marketing activities~~terms. WeIf ~~cannot~~debt ~~guarantee~~financing ~~that~~is ~~the~~not ~~expansion~~available ~~efforts~~or ~~described~~not inavailable ~~this~~on ~~Registration~~satisfactory ~~Statement~~terms, ~~will~~we may be ~~successful.~~unable ~~The business is subject~~ to ~~risks~~continue ~~inherent~~expanding inour ~~growing~~operations. anEquity ~~enterprise,~~financing ~~including~~will ~~limited~~result ~~capital~~in ~~resources~~a ~~and~~dilution ~~possible~~to ~~rejection~~existing ~~of our business model and/or sales methods~~shareholders.

~~Future~~Results ~~financing~~of may not be available to us on acceptable terms. If debt financing is not available or not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.Operations

~~Results~~For ofthe ~~Operations~~years ended December 31, 2019 and 2018.

~~For the years ended December 31, 2018 and 2017.~~Revenues

~~Revenues~~For the years ended December 31, 2019 and 2018, we generated no revenues.

~~For~~10 ~~the~~Table ~~years~~of ~~ended December 31, 2018 and 2017, we generated no revenues.~~Contents

Operating Expenses

Operating expenses ~~were incurred~~ in the amount of $~~509~~4,~~358~~109,730 and $1509,~~236,390~~358 were incurred for the years ended December 31, ~~2018~~2019 and ~~2017~~2018, respectively. The ~~decrease~~increase was due to ~~decreased~~increased stock -based compensation and general and administrative expenses. We anticipate that our professional fees ($5350,~~504~~454 in ~~2018~~2019 vs $~~154~~53,~~994~~504 in ~~2017~~2018) will remain significant as we maintain compliance with our public reporting requirements.

Net Loss

The Company recognized net losses of $~~702~~4,~~564~~237,188 and $~~822~~702,~~873~~564 for the years ended December 31, ~~2018~~2019 and ~~2017~~2018, respectively. The increased loss is largely due to ~~$172,886 in debt financing penalties associated with our convertible notes, offset by significant decreases in~~ stock -based compensation ~~and~~issued ~~the~~to ~~change in~~ the ~~fair~~Company’s ~~value of our derivative financing~~CEO. At this time, normal costs of public filing ~~and increasing advertising efforts~~ will continue and it is not known when significant revenues will occur to off-set these expenses.

13Liquidity ~~Table~~and ofCapital ~~Contents~~Resources

~~Liquidity~~The Company is currently financing its operations primarily through loans, equity sales and ~~Capital~~advances ~~Resources~~from shareholders. These advances are being made to supplement any cash generated by the operating revenue. We believe we can currently satisfy our cash requirements for the next twelve months with our current expected increase in revenue, and the expected capital to be raised in private placement and sales of our common stock. Additionally, we will begin to use our common stock as payment for certain obligations and to secure work to be performed. Management plans to continue to rely upon advances from shareholders until it has generated revenue through yearly advertising subscriptions.

The Company ishas ~~currently~~negative ~~financing~~working ~~its operations primarily through loans~~capital, ~~equity~~in ~~sales~~the ~~and~~amount ~~advances~~of ~~from~~$1,742,797 ~~shareholders.~~as ~~These~~of ~~advances~~December ~~are~~31, ~~being~~2019 ~~made~~and tohas ~~supplement~~net ~~any~~ cash ~~generated~~used by ~~the~~operations ~~operating~~of ~~revenue~~$11,030. WeDuring ~~believe we can currently satisfy our cash requirements for~~ the ~~next~~year ~~twelve~~ended ~~months~~December ~~with~~31, ~~our current expected increase in revenue~~2019, ~~and~~ the ~~expected~~Company ~~capital~~received to$10,000 ~~be raised~~ in ~~private~~proceeds ~~placement~~from ~~and~~the ~~sales~~issuance of ~~our~~ common stock. ~~Additionally,~~During wethe ~~will~~year ~~begin~~ended toDecember ~~use~~31, ~~our~~2018, ~~common~~the ~~stock~~Company asreceived ~~payment~~$65,000 ~~for certain obligations and to secure work to be performed. Management plans to continue to rely upon advances~~ from ~~shareholders~~the ~~until~~issuance itof ~~has~~convertible ~~generated revenue through yearly advertising subscriptions~~debt.

~~The~~At ~~Company~~December ~~has negative working capital~~31, in2019 the ~~amount~~Company’s ofcash balance was $~~1,351,888~~132. asThe ofCompany ~~December~~anticipates 31generating revenue, ~~2018~~which ~~and~~will ~~has~~partially ~~used~~mitigate cash ~~from~~flow ~~operations~~deficiencies; ~~of $115~~however,~~186.~~ ~~The~~without ~~Company~~revenue ~~received~~at ~~$65~~the present time,~~000~~ inwe ~~proceeds~~are ~~from~~unable ~~one~~to ofcover ~~its~~our ~~convertible~~cash ~~debt~~requirements ~~note~~without ~~holders~~relying ~~during~~upon loans and advances. In consideration of the ~~year~~potential ~~ended~~shortfall ~~December~~in 31adequate resources, ~~2018~~management ~~and~~has ~~during~~disclosed ~~the~~its ~~year~~substantial ~~ended~~doubt ~~December~~about ~~31,~~its ~~2017,~~ability ~~the~~to ~~Company~~continue ~~received~~as ~~$5,000~~a ingoing ~~proceeds~~concern ~~from~~and our auditor has also expressed the ~~issuance~~same ofin ~~common~~their ~~stock~~auditors’ report.

AtWe ~~December~~do ~~31,~~believe ~~2018~~that ~~the~~we ~~Company’s~~will have enough cash ~~balance~~to ~~was~~support $1our daily operations,~~162.~~ ~~The~~at ~~Company~~reduced ~~anticipates~~levels ~~generating~~of ~~revenue~~development, ~~which~~beyond ~~will~~the ~~partially~~next ~~mitigate~~12 ~~cash~~months ~~flow~~while ~~deficiencies;~~we ~~however~~are ~~without~~attempting ~~revenue~~to atexpand operations and produce revenues. Although we believe we have adequate funds to maintain our current operations for the ~~present~~near ~~time~~term, we ~~are~~do ~~unable~~not believe that we have the required funding to ~~cover~~expand our ~~cash~~product ~~requirements~~offering ~~without~~(and ~~relying~~other ~~upon~~possible ~~loans~~alternative ~~and~~service ~~advances~~offerings). InWe ~~consideration~~estimate of the ~~potential~~Company ~~shortfall~~needs inan ~~adequate~~additional ~~resources~~$200,000 ~~management~~to ~~has~~fully ~~disclosed~~implement its ~~substantial~~business ~~doubt~~plans ~~about~~over ~~its~~the ~~ability~~next totwelve ~~continue~~months. asIn aaddition, ~~going~~we ~~concern~~anticipate we will need an additional minimum of $120,000 to cover operational and ~~our~~administrative ~~auditor~~expenses for the next twelve months. The majority shareholder has ~~also~~committed ~~expressed~~to cover any cash shortfalls of the ~~same~~Company, inalthough ~~their~~there ~~auditors’~~is ~~report~~no written agreement or guarantee. If we are unable to satisfy our cash requirements, we may be unable to proceed with our plan of operations.

WeFuture dofinancing ~~believe~~for ~~that we will have enough cash to support~~ our ~~daily~~ operations, atmay ~~reduced~~not ~~levels~~be ofavailable ~~development, beyond the next 12 months while we are attempting~~ to ~~expand~~us ~~operations~~on ~~and~~acceptable ~~produce revenues~~terms. ~~Although~~To weraise ~~believe~~equity wewill ~~have~~require ~~adequate funds to maintain our current operations for~~ the ~~near~~sale ~~term,~~of westock doand ~~not believe that we have~~ the ~~required~~debt ~~funding~~financing towill ~~expand~~require ~~our~~institutional ~~product~~or ~~offering~~private ~~(and other possible alternative service offerings)~~lenders. We ~~estimate~~do ~~the~~not ~~Company~~have ~~needs~~any aninstitutional ~~additional~~or ~~$200,000~~private tolending ~~fully~~sources ~~implement its business plans over the next twelve months~~identified. InIf ~~addition,~~debt wefinancing ~~anticipate~~is wenot ~~will~~available ~~need~~or annot ~~additional~~available ~~minimum~~on ofsatisfactory ~~$120~~terms,~~000~~ towe ~~cover~~may ~~operational~~be ~~and~~unable ~~administrative expenses for the next twelve months. The majority shareholder has committed~~ to ~~cover~~continue ~~any~~expanding ~~cash~~our ~~shortfalls of the Company, although there is no written agreement or guarantee~~operations. IfEquity wefinancing ~~are~~will ~~unable~~result toin ~~satisfy~~a ~~our~~dilution ~~cash requirements we may be unable~~ to ~~proceed~~existing ~~with our plan of operations~~shareholders.

~~Future~~The ~~financing~~foregoing ~~for~~represents our ~~operations~~best ~~may~~estimate ~~not~~of beour ~~available~~cash toneeds usbased on ~~acceptable~~current ~~terms.~~planning Toand ~~raise~~business ~~equity~~conditions. ~~will~~In ~~require~~ the ~~sale~~event ofwe ~~stock~~are ~~and~~not ~~the~~successful ~~debt~~in ~~financing~~reaching ~~will~~our ~~require~~initial ~~institutional~~revenue ortargets, ~~private~~additional ~~lenders.~~funds Wemay dobe ~~not~~required, ~~have~~and ~~any~~we ~~institutional~~may ~~or private lending sources identified. If debt financing is~~ not ~~available~~be orable ~~not~~to ~~available~~proceed onwith ~~satisfactory~~our ~~terms,~~business weplan ~~may~~for bethe ~~unable~~development toand ~~continue~~marketing ~~expanding~~of our ~~operations~~core services. ~~Equity~~Should ~~financing~~this ~~will~~occur, ~~result~~we inwill asuspend ~~dilution~~or tocease ~~existing shareholders~~operations.

~~The~~We ~~foregoing~~anticipate ~~represents~~that ~~our~~depending ~~best estimate of our cash needs based~~ on ~~current~~market ~~planning~~conditions and ~~business conditions. In the event we are not successful in reaching~~ our ~~initial~~plan ~~revenue~~of ~~targets~~operations, ~~additional funds may be required, and~~ we may ~~not~~incur beoperating ~~able~~losses toin ~~proceed~~the ~~with~~foreseeable ~~our~~future. ~~business~~Therefore, ~~plan~~there ~~for~~is ~~the~~substantial ~~development~~doubt ~~and~~about ~~marketing of~~ our ~~core~~ability ~~services.~~to ~~Should~~continue ~~this~~as ~~occur,~~a wegoing ~~will suspend or cease operations~~concern.

We11 ~~anticipate~~Table ~~that depending on market conditions and our plan~~ of ~~operations, we may incur operating losses in the foreseeable future. Therefore, there is substantial doubt about our ability to continue as a going concern.~~Contents

Management Consideration of Alternative Business Strategies

In order to continue to protect and increase shareholder value management believes that it may, from time to time, consider alternative management strategies to create value for the company or additional revenues. Strategies to be reviewed may include acquisitions; roll-ups; strategic alliances; joint ventures on large projects; issuing common stock as compensation in lieu of cash; and/or mergers.

Management will only consider these options where it believes the result would be to increase shareholder value while continuing the viability of the company. At the current time, there have been no planned commitments to any independent considerations mentioned above.

Subsequent Events

On ~~March~~January 297, ~~2019~~2020, 100,000 shares of the Company’s ~~was~~common ~~released~~stock ~~from~~were issued to its ~~obligation~~President toand ~~pay~~Chief ~~the~~Executive ~~remaining~~Officer ~~balance~~pursuant to the Plan of aShare ~~convertible~~Exchange ~~note~~Agreement ~~payable~~originally ~~and~~entered ~~accrued~~into ~~interest~~on inDecember ~~the~~27, ~~amount~~2019 ofwith ~~$103~~Florida Beauty Express,~~769~~ Inc., ~~resulting~~Florida inBeauty aFlora, ~~gain~~Inc., onFloral ~~the~~Logistics ~~extinguishment~~of Miami, Inc., Floral Logistics of ~~debt~~California, ~~for~~Inc., ~~the~~and ~~same~~Tempest ~~value~~Transportation Inc.

14On ~~Table~~January 13, 2020, we entered into an Amended Agreement and Plan of ~~Contents~~Share Exchange Agreement by and Amongst, REAC Group, Inc. and Florida Beauty Express, Inc., Florida Beauty Flora, Inc., Floral Logistics of Miami, Inc., Floral Logistics of California, Inc., Tempest Transportation Inc. (the “Companies”). The Agreement is for the exchange of 100% of the outstanding shares of the Companies in exchange for 15,015,002 shares of REAC Common Stock and 500,000 shares of REAC Series A Preferred Stock. The Agreement also states that the Mr. Robert DeAngelis will return to the REAC Treasury all of the shares that he currently controls, in return for $350,000, to be paid as follows: $100,000 shall be paid in cash within three (3) days of closing by wired funds to Robert DeAngelis. The remaining $150,000 will be payable in $75,000 installments for the first two quarters after closing (March 31, 2020 and June 30, 2020 respectively) and Mr. DeAngelis will also receive 100,000 shares of common stock, that will be valued at $1.00 per share, respectively. As part of the Agreement, Mr. Robert DeAngelis will also resign and appoint new officers and directors as to be chosen by the Companies.

On ~~March~~February 303, ~~2019~~2020, the Company ~~was~~entered ~~released~~into ~~from~~a ~~its~~Senior ~~obligation~~Convertible toPromissory ~~pay~~Note in the ~~remaining~~amount ~~balance~~of $277,750 and the Company authorized the disbursement of the proceeds to Florida Beauty Flora, Inc. The Note bears interest at a rate of 12% and matures one year from the purchase date. The Note is convertible ~~note~~into ~~payable~~shares of the Company’s common stock at a conversion price equal to 50% multiplied by the lowest trading price during the previous twenty-five (25) days. At any time during the period beginning on the Issue Date and ending on the last Trading Day immediately preceding the Maturity Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note and subject to the Holder’s written consent at the time of such prepayment, to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 150%, multiplied by the sum of ~~$143~~the then outstanding principal amount of this Note,~~028~~ ~~resulting~~plus inaccrued aand ~~gain~~unpaid interest on the ~~extinguishment~~unpaid ofprincipal ~~debt~~amount ~~for~~of the ~~same~~Note, ~~value~~plus Default Interest, if any.

On ~~March~~February 625, ~~2019~~2020, the Company issued 151,000,000 shares of common stock to its President and Chief Executive Officer ~~pursuant~~as toa ~~the~~performance ~~terms~~bonus offor ~~his employment agreement~~2020. The shares were ~~issued for purposes of maintaining voting control of the Company and were~~ valued at ~~$0.50,~~ the quoted market price on the date of issuance~~, or $7,500,000~~.

On ~~March~~April 413, 2020, we entered into a second Amended Agreement and Plan of Share Exchange Agreement that was originally entered into on December 26, 2019 by and Amongst, ~~the~~REAC ~~Company~~Group, ~~renewed~~Inc. ~~its~~and ~~three-year~~Florida ~~employment~~Beauty ~~agreement~~Express, ~~with~~Inc., ~~Robert~~Florida ~~DeAngelis~~Beauty toFlora, ~~serve~~Inc., asFloral Logistics of Miami, Inc., Floral Logistics of California, Inc., Tempest Transportation Inc. (the ~~President~~“Companies”) and ~~Chief~~Companies ~~Executive~~shareholders. ~~Officer~~The Agreement is for the exchange of 100% of the ~~Company~~outstanding shares of the Companies in exchange for 15,015,002 shares of REAC Common Stock and 500,000 shares of REAC Series A Preferred Stock. The Conditions to the Agreement have been satisfied and fully closed, and the Companies are now wholly-owned subsidiaries of REAC. The Agreement also states that Mr. Robert DeAngelis will bereturn ~~paid~~to athe ~~minimum~~REAC Treasury all of the shares that he currently controls, in return for $10350,000, ~~per~~to ~~month~~be ~~plus~~paid ~~performance~~as ~~bonuses~~follows: $100,000 shall be paid in cash within three (3) days of closing by wired funds to Robert DeAngelis. The ~~agreement~~remaining ~~also~~$150,000 ~~contains~~will anbe ~~anti-dilution~~payable ~~clause~~in $75,000 installments for ~~purposes~~the first two quarters after closing (April 30, 2020 (of ~~maintaining~~which ~~voting~~$12,000 ~~control~~has been paid) and June 30, 2020 respectively) and Mr. DeAngelis will also receive 100,000 shares of common stock, that will be valued at $1.00 per share, respectively. As part of the Agreement, Mr. Robert DeAngelis will also resign and appoint new officers and directors as to be chosen by the Companies. The Company plans to bring Mr. DeAngelis back as a consultant and / or an advisor, but no agreements have been made to do so, at this time.

On12 ~~January~~Table ~~21, 2019, the holder~~ of a majority of our outstanding voting stock (“Majority Shareholder”), approved by written consent to amend our Articles of Incorporation to: (i) effect a 1-for 10,000 Reverse Stock Split of our issued and outstanding shares of Common Stock; and (ii) decrease the authorized shares of our Common Stock from a 9.99 billion (9,990,000,000) before the Reverse Stock Split to 200 million (200,000,000). On February 1, 2019, the Financial Industry Regulatory Authority (“FINRA”) notified the Company that FINRA had received the necessary documentation to process the Reverse Stock Split pursuant to FINRA Rule 6490 and that the Reverse Stock Split would take effect at the opening of trading on March 1, 2019. The Company’s shares will continue to trade on The OTC Markets marketplace under the symbol “REAC” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Stock Split has occurred.Contents

OnThe ~~January~~ 15, ~~2019~~015,002 ~~the Company issued 2,400~~ shares of ~~common~~Common ~~stock~~Stock ~~for~~and ~~a value of $1~~500,~~920~~000 inshares ~~satisfaction~~ of ~~$1,420~~Preferred inStock ~~principal~~will ~~and~~be ~~$500~~distributed ofas ~~conversion~~described ~~fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the principal.~~below:

OnCommon January 4, 2019, the Company issued 2,500 shares of common stock for a value of $2,000 in satisfaction of $1,500 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the accrued interest.Stock

Common Shares issued for Repayment of Notes

Shares to Issue	Shareholder
1,876,875	Efrat Afek
1,876,875	Ralph Milman
3,753,751	Ronan Koubi
3,003,000	The Q Trust
2,552,551	Ronald Minsky
1,951,950	The Apollo Family Trust

InSeries ~~August~~A ~~2018,~~Preferred the Company issued 2,393 shares of common stock in connection with a Securities Purchase Agreement and a Secured Convertible Promissory Note that granted the investor a Warrant to purchase shares of the Company’s common stock. The shares were valued at $3,350, or $1.40 per share.Stock

In June 2018, the Company issued 1,800 shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

Shares to Issue	Shareholder
62,500	Ralph Milman
62,500	Efrat Afek
125,000	Ronan Koubi
105,000	The Q Trust
80,000	Ronald Minsky
65,000	The Apollo Family Trust

InThe ~~June~~Agreement ~~2018~~may be terminated, and the ~~Company~~Acquisition ~~issued~~contemplated 2herein may be abandoned at any time prior to the Effective Time,~~195~~ ~~shares~~whether ofbefore ~~common~~or ~~stock~~after instockholder ~~connection~~approval ~~with~~thereof aby ~~Securities~~either ~~Purchase~~Acquiror ~~Agreement~~or ~~and~~the aCompanies. ~~Secured~~The ~~Convertible~~consummation ~~Promissory~~of ~~Note~~the ~~that~~transactions ~~granted~~contemplated by this Agreement (the ~~investor~~“Closing”) ashall ~~Warrant~~take place on such date as may be reasonably required to ~~purchase~~accommodate ~~shares~~a satisfaction of the ~~Company’s~~conditions ~~common~~precedent ~~stock.~~to ~~The~~Closing, ~~shares~~but ~~were~~in ~~valued~~no atevent $3later than April 13,~~073,~~ or2020 ~~$1.40~~without ~~per~~consent ~~share~~of the parties.

InOn ~~May~~April ~~2018~~16, 2020, the Company issued 1400,~~522~~000 shares of common stock, ~~for~~to aits ~~value~~President ofand ~~$2,640~~Chief inExecutive ~~satisfaction~~Officer ofpursuant ~~$2,140~~to inthe ~~interest~~terms ~~and $500~~ of ~~conversion~~his ~~fees~~employment onagreement. aThe ~~convertible~~shares ~~note~~were ~~payable.~~issued ~~The~~as ~~Company~~a ~~recorded~~performance ~~the~~bonus ~~issuances~~for at2020 ~~the~~and ~~contract~~were ~~value,~~valued at the ~~date~~quoted ofmarket ~~exchange,~~price ~~off-setting~~on the ~~notes~~date ~~payable~~of ~~and accrued interest~~issuance.

InOn ~~May~~April ~~2018~~23, 2020, the Company issued 12,~~523~~000,000 shares of common stock, ~~for~~to aits ~~value~~President ofand ~~$2,640~~Chief inExecutive ~~satisfaction~~Officer ofpursuant ~~$2,140~~to inthe ~~interest~~terms ~~and $500~~ of ~~conversion~~his ~~fees~~employment onagreement. aThe ~~convertible~~shares ~~note~~were ~~payable.~~issued ~~The~~as ~~Company~~a ~~recorded~~performance ~~the~~bonus ~~issuances~~for at2020 ~~the~~and ~~contract~~were ~~value,~~valued at the ~~date~~quoted ofmarket ~~exchange,~~price ~~off-setting~~on the ~~notes~~date ~~payable~~of ~~and accrued interest~~issuance.

InEffective ~~May~~June ~~2018~~22, ~~the~~2020, ~~Company~~Robert ~~issued~~DeAngelis ~~1,749~~resigned ~~shares~~from ofhis ~~common~~position ~~stock,~~as ~~for~~President aand ~~value~~Chief ofExecutive ~~$2,640~~Officer inand ~~satisfaction~~as ofa ~~$2,140~~member inof ~~interest~~the ~~and~~board ~~$500~~ of ~~conversion~~directors ~~fees~~of onREAC aGroup, ~~convertible~~Inc. ~~note~~Ronen ~~payable.~~Koubi ~~The~~will ~~Company~~be ~~recorded~~appointed the ~~issuances~~new atCEO. ~~the~~Ronen ~~contract~~Koubi ~~value,~~is at the ~~date~~President ofand ~~exchange,~~Director ~~off-setting~~of ~~the~~Florida ~~notes~~Beauty ~~payable~~Flora, ~~and accrued interest~~Inc.

InEffective ~~May~~July ~~2018~~29, 2020, the Company ~~issued~~entered ~~1,908~~into ~~shares~~a ofsecurities ~~common~~purchase ~~stock~~agreement with Auctus Fund, ~~for~~LLC, a ~~value~~Delaware limited liability company. The SPA provides for the purchase by Auctus of ~~$2,640~~a convertible promissory note in ~~satisfaction~~the principal amount of $2575,~~140~~000; inincluding ~~interest~~100% ~~and~~warrant ~~$500~~coverage ofwith ~~conversion~~full ~~fees~~anti-dilution onrights aand ~~convertible~~buyback ~~note payable~~option. The Company ~~recorded~~authorized the ~~issuances~~disbursement atof the ~~contract~~proceeds ~~value,~~of atthis ~~the~~Note ~~date~~to ofFlorida ~~exchange~~Beauty Flora, ~~off-setting~~Inc.. ~~the~~The ~~notes~~Promissory ~~payable~~Note matures on July 29, 2021 and ~~accrued~~bears interest at a rate of 12% per annum.

15Effective ~~Table~~October 12, 2020, one of ~~Contents~~the Company’s convertible promissory notes dated March 13, 2017, with the original principal amount of $230,000, was assigned to a new third party. All rights, title, and interest of the Note were assigned without recourse and without representations or warranties of any kind.

InCommon ~~May~~Shares ~~2018, the Company~~ issued ~~2,003 shares of common stock,~~ for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Cash

In May ~~2018~~2019, the Company issued 120,~~329~~000 ~~shares of~~ common ~~stock,~~shares ~~for~~to a ~~value~~private ofinvestor ~~$2,640~~ in ~~satisfaction~~exchange offor $210,~~140~~000, inor ~~interest and~~ $~~500 of conversion fees on a convertible note payable~~0.50 ~~The~~per ~~Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest~~share.

InCommon ~~May~~Shares ~~2018, the Company~~ issued 55as shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Compensation

InOn ~~May~~February ~~2018~~14, 2020, the Company issued 1500,~~444~~000 shares of common stock into ~~connection~~its ~~with~~President aand ~~Securities~~Chief ~~Purchase~~Executive ~~Agreement~~Officer ~~and~~as a ~~Secured~~performance ~~Convertible~~bonus ~~Promissory~~for ~~Note~~the ~~that~~year ~~granted~~ending December 31, 2019. The shares were valued at $1.65, the ~~investor~~quoted amarket ~~Warrant~~price toon ~~purchase~~the ~~shares~~date of issuance and the Company’s has recorded common stock. ~~The~~payable ~~shares~~as ~~were~~of ~~valued~~December ~~at $3~~31,~~033,~~ or2019 ~~$2.10~~for ~~per~~a ~~share~~value of $825,000.

In13 ~~May~~Table ~~2018, the Company issued 1,500 shares~~ of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Contents

In ~~April~~March ~~2018~~2019, the Company issued 115,~~261~~000,000 shares of common stock, ~~for~~to aits ~~value~~President ofand ~~$2,640~~Chief inExecutive ~~satisfaction~~Officer pursuant to the terms of ~~$2,140~~his inemployment ~~interest~~agreement. ~~and~~The ~~$500~~shares ofwere ~~conversion~~issued ~~fees~~for onpurposes aof ~~convertible~~maintaining ~~note~~voting ~~payable.~~control ~~The~~of the Company ~~recorded~~and ~~the~~were ~~issuances~~valued at $0.50, the ~~contract~~quoted ~~value,~~market atprice on the date of ~~exchange~~issuance, ~~off-setting~~or ~~the notes payable and accrued interest~~$3,000,000.

InCommon ~~April~~Shares ~~2018, the Company~~ issued ~~1,259 shares of common stock,~~ for aRepayment ~~value~~ of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Notes

In ~~April~~December ~~2018~~2019, the Company ~~issued~~approved ~~1,261~~the ~~shares~~issuance of ~~common stock~~726,100 ~~for~~shares ~~a value~~ of ~~$2,640~~common stock in satisfaction of $24,~~140~~608 in accrued interest and $500 ofin conversion fees on a convertible note payable. ~~The~~As of December 31, 2019, the shares were not yet issued by the Company’s transfer agent; therefore the Company has recorded common stock payable in the amount of $5,108. The Company will record the issuances at the contract value, at the date of exchange, off-setting ~~the notes payable and~~ accrued interest.

In ~~April~~August ~~2018~~2019, the Company issued 130,~~449~~000 shares of common stock, for a value of $21,~~640~~050 in satisfaction of $~~2,140~~550 in ~~interest~~principal and $500 ofin conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable ~~and accrued interest~~.

In ~~March~~January ~~2018~~2019, the Company issued 12,~~100~~500 shares of common stock, for a value of $2,~~640~~000 in satisfaction of $21,~~140~~500 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting ~~the notes payable and~~ accrued interest.

In ~~February~~January ~~2018~~2019, the Company issued 12,~~989~~400 shares of common stock, for a value of $171,~~500~~920 in satisfaction of $141,~~507~~420 in principal and $~~2,993~~500 inof ~~interest~~conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting ~~the notes payable and~~ accrued interest.

In ~~February~~August 2018, the Company issued 12,~~125~~393 shares of common stock, ~~for~~in aconnection ~~value~~with ofa ~~$11,250~~Securities inPurchase ~~satisfaction~~Agreement ofand ~~$10,696~~a inSecured ~~principal~~Convertible ~~and~~Promissory ~~$554~~Note inthat ~~interest~~granted onthe investor a ~~convertible~~Warrant ~~note~~to ~~payable.~~purchase ~~The~~shares ~~Company~~of ~~recorded~~ the ~~issuances~~Company’s atcommon ~~the~~stock. ~~contract~~The ~~value,~~shares atwere ~~the~~valued ~~date~~at ~~of exchange~~$3,350, ~~off-setting~~or ~~the~~$1.40 ~~notes~~per ~~payable and accrued interest~~share.

In ~~February~~June 2018, the Company issued 1,~~000~~800 shares of common stock, for a value of $42,~~000~~640 in satisfaction of $12,~~826~~140 in ~~principal, $1,674 in~~ interest, and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

In ~~January~~June 2018, the Company issued ~~467~~2,195 shares of common stock, ~~for~~in aconnection ~~value~~with ofa ~~$6,541~~Securities inPurchase ~~satisfaction~~Agreement ofand ~~$6,041~~a inSecured ~~principal~~Convertible ~~and~~Promissory ~~$500~~Note ofthat ~~conversion~~granted ~~fees~~the oninvestor a ~~convertible~~Warrant ~~note~~to ~~payable.~~purchase ~~The~~shares ~~Company~~of ~~recorded~~ the ~~issuances~~Company’s atcommon ~~the~~stock. ~~contract~~The ~~value,~~shares atwere ~~the~~valued ~~date~~at ~~of exchange~~$3,073, ~~off-setting~~or ~~the~~$1.40 ~~notes~~per ~~payable and accrued interest~~share.

16During ~~Table~~the year ended December 31, 2018, the Company issued 6,032 shares of ~~Contents~~common stock, in a cashless exercise, for an aggregate value of $9,456 pursuant to a Warrant Agreement associated with a convertible note payable.

In ~~January~~May 2018, the Company issued ~~250~~1,522 shares of common stock, for a value of $42,~~000~~640 in satisfaction of $~~471 in principal~~2,140 ~~$3,029~~ in interest, and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

In ~~November~~May ~~2017~~2018, the Company issued an1,523 ~~aggregate of 500~~ shares of common stock, for a value of $52,~~000~~640 in satisfaction of $42,~~859~~140 in ~~principal~~interest and $~~141~~500 inof ~~interest~~conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, ~~accrued interest~~ and ~~the~~accrued ~~recorded derivative liability~~interest.

In ~~November~~May ~~2017~~2018, the Company issued an1,749 ~~aggregate of 311~~ shares of common stock, for a value of $112,~~213~~640 in satisfaction of $~~461~~2,140 in ~~principal~~interest and $~~10,753~~500 inof ~~interest~~conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, ~~accrued interest~~ and ~~the~~accrued ~~recorded derivative liability~~interest.

In ~~November~~May ~~2017~~2018, the Company issued an1,908 ~~aggregate of 388~~ shares of common stock, for a value of $32,~~880~~640 in satisfaction of $2,~~891~~140 in ~~principal~~interest and $~~989~~500 inof ~~interest~~conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, ~~accrued interest~~ and ~~the~~accrued ~~recorded derivative liability~~interest.

In ~~October~~May ~~2017~~2018, the Company issued an2,003 ~~aggregate of 369~~ shares of common stock, for a value of $312,~~000~~640 in satisfaction of $302,~~519~~140 in ~~principal~~interest and $~~481~~500 inof ~~interest~~conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, ~~accrued interest~~ and ~~the~~accrued ~~recorded derivative liability~~interest.

In14 ~~October~~Table ~~2017, the Company issued 388 shares~~ of common stock, for a value of $3,880 in satisfaction of $3,880 in interest on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, accrued interest and the recorded derivative liability.Contents

In ~~September~~May ~~2017~~2018, the Company issued ~~357~~1,329 shares of common stock, for a value of $302,~~000~~640 in satisfaction of $232,~~273~~140 in ~~principal~~interest and $~~6,727~~500 inof ~~interest~~conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, ~~accrued interest~~ and ~~the~~accrued ~~recorded derivative liability~~interest.

In ~~July~~May ~~2017~~2018, the Company issued ~~335~~550 shares of common stock, for a value of $32,~~350~~640 in satisfaction of $32,~~350~~140 ~~accrued~~in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the ~~accrued~~notes ~~interest~~payable and ~~the~~accrued ~~recorded derivative liability~~interest.

In May ~~2017~~2018, the Company ~~authorized~~issued ~~the~~1,444 ~~issuance of 115~~ shares of common stock, ~~for~~in connection with a ~~value~~Securities ofPurchase ~~$63,415,~~Agreement inand ~~satisfaction~~a ofSecured ~~$63,415~~Convertible inPromissory ~~finance~~Note ~~costs~~that ~~associated~~granted ~~with~~the investor a ~~convertible~~Warrant ~~note~~to ~~payable.~~purchase ~~The~~shares ~~Company~~of ~~recorded~~ the ~~issuance~~Company’s atcommon ~~the~~stock. ~~fair~~The ~~value~~shares onwere ~~the~~valued ~~date~~at ~~of grant~~$3,033, ~~which~~or ~~was~~ $~~550~~2.10 per share.

~~Off~~In May 2018, the Company issued 1,500 shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-~~Balance~~setting ~~Sheet~~the ~~Arrangements~~notes payable and accrued interest.

~~Under~~In April 2018, the ~~definition~~Company ~~contained~~issued in1,261 ~~Item~~shares ~~303(~~of common stock, for a~~)(4)(ii)~~ value of ~~Regulation~~$2,640 ~~S-K~~in satisfaction of $2,140 wein dointerest ~~not~~and ~~have~~$500 ~~any~~of ~~off-balance~~conversion ~~sheet~~fees ~~arrangements,~~on ~~financings,~~a orconvertible ~~other~~note ~~relationships~~payable. ~~with~~The ~~unconsolidated~~Company ~~entities~~recorded orthe ~~other~~issuances ~~persons~~at the contract value, ~~also~~at ~~known~~the asdate ~~“special~~of ~~purpose~~exchange, ~~entities”~~off-setting ~~(SPEs)~~the notes payable and accrued interest.

~~Critical~~In ~~Accounting~~April ~~Policies~~2018, the Company issued 1,259 shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

~~The~~In ~~Company’s~~April ~~significant~~2018, ~~accounting policies are presented in~~ the Company’s ~~notes~~issued to1,261 ~~financial~~shares ~~statements~~of ~~for~~common ~~the~~stock, ~~period~~for ~~ended~~a ~~December~~value ~~31,~~of ~~2018 and 2017~~$2,640 ~~which~~in ~~are~~satisfaction ~~contained~~of $2,140 in ~~this~~interest ~~filing~~ and ~~the~~$500 ~~Company’s~~of ~~2018~~conversion ~~Annual~~fees ~~Report~~ on ~~Form~~a ~~10-K~~convertible note payable. The ~~significant~~Company ~~accounting~~recorded ~~policies~~the ~~that~~issuances ~~are~~at ~~most~~the ~~critical~~contract ~~and~~value, ~~aid~~at inthe ~~fully~~date ~~understanding~~of ~~and~~exchange, ~~evaluating~~off-setting the ~~reported~~notes ~~financial~~payable ~~results~~and ~~include~~accrued ~~the following:~~interest.

·In ~~The~~April ~~Company~~2018, ~~prepares its financial statements in conformity with generally accepted accounting principles in~~ the ~~United~~Company ~~States~~issued of1,449 ~~America.~~shares ~~These principals require management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~common ~~and~~stock, ~~liabilities~~for ~~and~~a ~~disclosure~~value of ~~contingent~~$2,640 ~~assets~~in ~~and~~satisfaction ~~liabilities at the date~~ of ~~the~~$2,140 ~~financial~~in ~~statements~~interest and ~~the~~$500 ~~reported amounts~~ of ~~revenues~~conversion ~~and~~fees ~~expenses~~on ~~during~~a ~~the~~convertible ~~reporting~~note ~~period~~payable. ~~Management~~The ~~believes~~Company ~~that~~recorded ~~these~~the ~~estimates~~issuances ~~are~~at ~~reasonable~~the ~~and~~contract ~~have~~value, ~~been~~at ~~discussed with~~ the ~~Board~~date of ~~Directors; however~~exchange, ~~actual~~off-setting ~~results~~the ~~could~~notes ~~differ~~payable ~~from~~and ~~those~~accrued ~~estimates~~interest.

17In ~~Table~~March 2018, the Company issued 1,100 shares of ~~Contents~~common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

·In ~~The~~February ~~Company currently does not issue credit on services provided~~2018, ~~therefore~~the ~~there~~Company ~~are~~issued ~~no accounts receivable. No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable~~1,989 ~~since~~shares ~~there~~of ~~has~~common ~~been no credit issued. · Long-lived assets such as property~~stock, ~~equipment and identifiable intangibles are reviewed~~ for ~~impairment~~a ~~whenever facts and circumstances indicate that the carrying~~ value ~~may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value~~ of ~~the asset. The fair value is determined based on estimates of future cash flows~~$17,500 ~~market~~in ~~value~~satisfaction of ~~similar assets~~$14,507 ifin ~~available,~~principal or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and ~~fair value of the asset. When fair values are not available~~$2,993 ~~the~~in ~~Company~~interest ~~estimates~~on ~~fair value using the expected future cash flows discounted at~~ a ~~rate~~convertible ~~commensurate~~note ~~with the risk associated with the recovery of the assets~~payable. ~~We did not recognize any impairment losses for any periods presented. ·~~ The Company ~~issues~~recorded ~~restricted~~the ~~stock~~issuances ~~to consultants for various services. Cost for these transactions are measured~~ at the ~~fair~~contract value ~~of the consideration received or the fair value of the equity instruments issued~~, ~~whichever is measurable more reliably measurable. The value of the common stock is measured~~ at the ~~earlier~~date of ~~(i)~~exchange, ~~the~~off-setting ~~date at which a firm commitment for performance by~~ the ~~counterparty~~notes topayable ~~earn~~and ~~the~~accrued ~~equity instruments is reached or (ii) the date at which the counterparty's performance is complete~~interest.

~~Recent~~In ~~Accounting~~February ~~Pronouncements~~2018, the Company issued 1,125 shares of common stock, for a value of $11,250 in satisfaction of $10,696 in principal and $554 in interest on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

~~The~~In ~~Financial~~February ~~Accounting~~2018, ~~Standards~~the ~~Board~~Company ~~and other standard-setting bodies~~ issued ~~new or modifications to~~1,000 orshares ~~interpretations~~ of, ~~existing~~common ~~accounting~~stock, ~~standards~~for ~~during~~a ~~the~~value ~~year.~~of ~~The~~$4,000 ~~Company~~in ~~has~~satisfaction ~~carefully~~of ~~considered~~$1,826 ~~the~~in ~~new~~principal, ~~pronouncements~~$1,674 ~~that~~in ~~alter~~interest, ~~previous generally accepted accounting principles~~ and ~~does~~$500 ~~not~~of ~~believe~~conversion ~~that~~fees ~~any~~on ~~new~~a orconvertible ~~modified~~note ~~principles~~payable. ~~will~~The ~~have~~Company arecorded ~~material~~the ~~impact~~issuances onat the ~~corporation’s~~contract ~~reported~~value, ~~financial~~at ~~position or operations in~~ the ~~near~~date ~~term.~~of ~~These~~exchange, ~~recently~~off-setting ~~issued pronouncements have been addressed in~~ the ~~footnotes~~notes topayable ~~the~~and ~~financial~~accrued ~~statements included in this filing~~interest.

~~ITEM~~In 7AJanuary 2018, the Company issued 467 shares of common stock, for a value of $6,541 in satisfaction of $6,041 in principal and $500 of conversion fees on a convertible note payable. ~~QUANTITATIVE~~The ~~AND~~Company ~~QUALITIATIVE~~recorded ~~DISCLOSURES~~the ~~ABOUT~~issuances ~~MARKET~~at ~~RISK~~the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

WeIn doJanuary ~~not~~2018, ~~hold~~the ~~any~~Company ~~derivative~~issued ~~instrument~~250 ~~assets~~shares ~~and~~of docommon ~~not~~stock, ~~engage~~for a value of $4,000 in ~~any~~satisfaction ~~hedging~~of ~~activities~~$471 in principal, $3,029 in interest, and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

1815 Table of Contents

~~ITEM~~Off-Balance 8.Sheet ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Arrangements

~~Financial~~Under ~~Statements~~the definition contained in Item 303(a)(4)(ii) of Regulation S-K, we do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

~~REAC~~Critical ~~Group,~~Accounting ~~Inc.~~Policies

AsThe ofCompany’s significant accounting policies are presented in the Company’s notes to financial statements for the period ended December 31, 2019 and 2018, which are contained in this filing and ~~2017~~the Company’s 2018 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:

~~Contents~~· The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. · The Company currently does not issue credit on services provided, therefore there are no accounts receivable. No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable, since there has been no credit issued. · Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. · The Company issues restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is measurable more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.

Financial Statements:
Reports of Independent Registered Public Accounting Firms		20
Balance Sheets		21
Statements of Operation		22
Statements of Changes in Stockholders’ Deficit		23
Statements of Cash Flows		24
Notes to Financial Statements		25

Recent Accounting Pronouncements

19The ~~Table~~Financial Accounting Standards Board and other standard-setting bodies issued new or modifications to, or interpretations of, ~~Contents~~existing accounting standards during the year. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. These recently issued pronouncements have been addressed in the footnotes to the financial statements included in this filing.

~~REPORT~~ITEM OF7A. ~~INDEPENDENT~~QUANTITATIVE ~~REGISTERED~~AND ~~PUBLIC~~QUALITIATIVE ~~ACCOUNTING~~DISCLOSURES ~~FIRM~~ABOUT MARKET RISK

ToWe ~~the~~do ~~Stockholders~~not hold any derivative instrument assets and ~~Board~~do ofnot ~~Directors~~engage in any hedging activities.

~~REAC~~16 ~~Group,~~Table ~~Inc.~~of Contents

~~Opinion~~ITEM on8. ~~the~~FINANCIAL ~~Financial~~STATEMENTS ~~Statements~~AND SUPPLEMENTARY DATA

WeFinancial have audited the accompanying balance sheets of REAC Group, Inc. (the Company) as of December 31, 2018 and 2017 and the related statements of operations, changes in stockholders’ deficit and cash flows for each of the years in the two-year period ended December 31, 2018 and 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Explanatory~~REAC ~~Paragraph~~Group, ~~- Going Concern~~Inc.

~~The accompanying financial statements have been prepared assuming the Company will continue as a going concern.~~ As ~~discussed in Note 3 to the financial statements, the Company had a Net Loss and cash used in operations~~ of ~~approximately $703,000 and $115,000, respectively, for the year ended of~~ December 31, 2018 and a working capital deficit of approximately $1,352,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty2019

~~Basis for Opinion~~Contents

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Financial Statements:
Reports of Independent Registered Public Accounting Firm		18
Balance Sheets		19
Statements of Operation		20
Statements of Changes in Stockholders’ Deficit		21
Statements of Cash Flows		22
Notes to Financial Statements		23

We17 ~~conducted~~Table ~~our audits in accordance with the auditing standards~~ of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Contents

~~Our~~REPORT ~~audits~~OF ~~include~~INDEPENDENT ~~performing~~REGISTERED ~~procedures~~PUBLIC toACCOUNTING assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. FIRM

~~/s/~~To ~~Assurance~~the ~~Dimensions~~Stockholders and Board of Directors

~~Certified~~REAC ~~Public~~Group, ~~Accountants~~Inc.

WeOpinion ~~have~~on ~~served as~~ the ~~Company’s~~Financial ~~auditor since 2017.~~Statements

~~Coconut~~We ~~Creek~~have audited the accompanying balance sheets of REAC Group, ~~Florida~~Inc. (the Company) as of December 31, 2019 and 2018 and the related statements of operations, changes in stockholders’ deficit and cash flows for each of the years in the two-year period ended December 31, 2019 and 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

~~April~~Explanatory ~~12,~~Paragraph ~~2019~~ – Going Concern

20The ~~Table~~accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had a net loss and cash used in operations of ~~Contents~~$4,237,188 and $11,030, respectively, for the year ended of December 31, 2019 and a working capital deficit of approximately $1,742,797. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~REAC~~Basis ~~Group,~~for ~~Inc. Balance Sheets~~Opinion

	December 31, 2018			December 31, 2017
Assets
Current assets
Cash	$	1,162		$	51,396
Prepaid expenses		---			461
Total current assets					51,857
Total assets	$	1,162		$	51,857
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	3,000		$	---
Accrued interest		54,119			14,559
Accrued salaries, payroll taxes, and penalties and interest		807,108			853,010
Derivative liability		---			---
Due to principal shareholder		---			47
Notes payable to principal shareholder		---			---
Convertible notes payable (net of debt discount of $4,915 and $14,648, respectively)		488,823			350,073
Warrant derivative liability		---			35,047
Total current liabilities		1,353,050			1,252,736
Total liabilities		1,353,050			1,252,736
Commitments and Contingencies (Note 13)
Stockholders' Deficit
Preferred Stock Series A $.0001 par value, 500,000 shares authorized; 500,000 and 50,935 shares issued and outstanding, respectively		50			5
Preferred Stock, no designation, 500,000 shares authorized; none issued and outstanding		---			---
Common Stock, $0.00001 par value, 199,000,000 shares authorized; 50,441 and 9,364 shares issued and outstanding, respectively		---			---
Additional paid-in capital		22,034,695			21,483,185
Accumulated deficit		(23,386,633	)		(22,684,069	)
Total stockholders' deficit		(1,351,888	)		(1,200,879	)
Total Liabilities and Stockholders' Deficit	$	1,162		$	51,857

~~The~~We ~~accompanying~~conducted ~~notes~~our audits in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an ~~integral~~audit of its internal control over financial reporting. As part of ~~these~~our audits, we are required to obtain an understanding of internal control over financial ~~statements~~reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

21Our ~~Table~~audits include performing procedures to assess the risks of ~~Contents~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~REAC~~/s/ ~~Group,~~Assurance ~~Inc. Statements of Operations~~Dimensions

	For the Years Ended
	December 31,
	2018			2017
Revenues	$	---		$	---
Operating expenses:
Compensation		451,657			1,016,013
Professional		53,504			154,994
Rents		1,200			1,200
General and administrative		2,997			64,183
Total operating expenses		509,358			1,236,390
Net loss from operations		(509,358	)		(1,236,390	)
Other income/(expense)
Interest expense		(75,956	)		(259,175	)
Change in fair value of derivative liability		---			(526,070	)
Debt financing penalties		(172,886	)		---
Gain on write-off of warrant liability		35,047			---
Gain on write-off of derivative liability		---			1,232,164
Gain on extinguishment of debt		20,589			128,598
Impairment of asset		---			(162,000	)
Net gain/(loss) loss before provision for income taxes		(702,564	)		(822,873	)
Provision for income taxes		---			---
Net loss	$	(702,564	)	$	(822,873	)
Loss per share, basic and dilutive	$	(17.84	)	$	(133.41	)
Weighted average shares outstanding
basic and dilutive		39,387			6,168

Certified Public Accountants

~~The~~We ~~accompanying~~have ~~notes~~served ~~are~~as anthe ~~integral~~Company’s ~~part~~auditor ofsince ~~these financial statements~~2017.

22Margate, ~~Table of Contents~~Florida

REAC Group, Inc. Statements of Changes in Stockholders’ Deficit For the Years Ended December 31, 2018 and 2017
	Preferred Shares		Par Value		Common Shares			Par Value		Additional Paid in Capital		Accumulated Deficit			Total Deficiency
Balance as of December 31, 2016		50,935	$	5		4,799		$	-	$	20,028,421	$	(21,861,196	)	$	(1,832,770	)
In kind contribution of rent		-		-		-			-		1,200		-			1,200
Common stock issued for cash		-		-		-			-		5,000		-			5,000
Common shares issued as compensation for services		-		-		3,001			-		932,000		-			932,000
Discounts on convertible debt and warrants		-		-		-			-		122,326		-			122,326
Common shares issued for purchase of assets		-		-		5			-		142,500		-			142,500
Cancellation of common shares		-		-		(1,405	)		-		-		-			-
Shares issued in satisfaction of loan debt and interest		-		-		2,649			-		88,323		-			88,323
Common stock issued for finance costs		-		-		115			-		63,415		-			63,415
Common stock issued for investor relations		-		-		200			-		100,000		-			100,000
Net loss for the year		-		-		-			-		-		(822,873	)		(822,873	)
Balance as of December 31, 2017		50,935	$	5		9,364		$	-	$	21,483,185	$	(22,684,069	)	$	(1,200,879	)
In kind contribution of rent		-		-		-			-		1,200		-			1,200
Common shares issued as compensation for services and as settlement for accrued compensation		449,065		45		10,000			-		442,221		-			442,266
Shares issued in satisfaction of loan debt and interest		-		-		25,044			-		108,089		-			108,089
Shares issued on cashless exercise of warrants		-		-		6,033			-		-		-			-
Net loss for the year		-		-		-			-		-		(702,564	)		(702,564	)
Balance as of December 31, 2018		500,000	$	50		50,441		$	-	$	22,034,695	$	(23,386,633	)	$	(1,351,888	)

September 30, 2021

*18 ~~Shares~~Table ~~retroactively restated for reverse stock split~~ of ~~1:10,000 on March 1, 2019 The accompanying notes are an integral part of these financial statements.~~Contents

23 Table of Contents

REAC Group, Inc. Balance Sheets

	December 31, 2019			December 31, 2018
Assets
Current assets
Cash	$	132		$	1,162
Total assets		132			1,162

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	35,300		$	3,000
Accrued interest		154,460			54,119
Accrued salaries, payroll taxes, and penalties and interest		1,039,657			807,108
Due to principal shareholder		7,650			-
Convertible notes payable (net of debt discount of $0 and $4,915, respectively)		505,862			488,823
Total current liabilities		1,742,929			1,353,050
Total liabilities		1,742,929			1,353,050

Commitments and Contingencies (Note 11)

Stockholders’ Deficit
Preferred Stock Series A, $0.0001 par value, 500,000 shares designated; 500,000 and 500,000 shares issued and outstanding, respectively		50			50
Preferred Stock, Series B, $0.001 par value, 500,000 shares authorized; none issued and outstanding		-			-
Common Stock, $0.00001 par value, 199,000,000 shares authorized; 15,107,517 and 50,441 shares issued and outstanding, respectively		151			-
Common stock payable		830,108			---
Additional paid-in capital		25,050,715			22,034,695
Accumulated deficit		(27,623,821	)		(23,386,633	)
Total stockholders’ deficit		(1,742,797	)		(1,351,888	)
Total Liabilities and Stockholders’ Deficit	$	132		$	1,162

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

REAC Group, Inc. Statements of Cash Flows
	For the Years Ended December 31,
	2018			2017
Cash Flows from Operating Activities:
Net loss	$	(702,564	)	$	(822,873	)
Adjustment to reconcile net loss to net cash provided by operations:
Stock based compensation		330,000			1,032,000
In kind contribution of rent		1,200			1,200
Gain on extinguishment of debt		(20,589	)		(128,598	)
Change in derivative liability		---			526,070
Gain on write-off of derivative liability		---			(1,232,164	)
Gain on write-off of warrant liability		(35,047	)		---
Impairment of asset (investment)		---			162,000
Amortization of debt discounts and finance costs		9,733			266,011
Debt financing penalties		172,886			---
Changes in assets and liabilities:
Prepaid expenses		461			(461	)
Accounts payable		3,000			(46,466	)
Accrued interest		39,561			(28,837	)
Accrued salaries, payroll taxes, penalties and interest		86,173			59,013
Due to principal shareholder		---			(90,104	)
Net Cash Used by Operating Activities		(115,186	)		(303,209	)
Cash Flows from Investing Activities:
Investment in Patriot		---			(19,050	)
Net Cash Used by Operating Activities		---			(19,050	)
Cash Flows from Financing Activities:
Proceeds from shareholder loans and advances		2,500			39,000
Repayments of shareholder loans and advances		(2,548	)		(70,250	)
Proceeds from loans and notes		65,000			400,250
Repayments of loans and notes		---			---
Proceeds from the issuance of common stock		---			5,000
Net Cash Provided by Financing Activities		64,952			374,000
Net increase (decrease) in cash		(50,234	)		51,291
Cash at beginning of period		51,396			105
Cash at end of period	$	1,162		$	51,396
Supplemental cash flow information:
Interest paid	$	6,500		$	26,500
Taxes paid	$	---		$	---
Non-cash disclosures
Common stock issued for conversion of debt and interest	$	108,089		$	88,323
Common stock issued for warrants	$	9,456		$	---
Preferred stock issued against accrued officer compensation	$	112,266		$	---
Common shares issued as finance costs	$	---		$	63,415

Table of Contents

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

REAC Group, Inc. Statements of Operations

	For the Years Ended
	December 31,
	2019			2018

Revenues	$	-		$	-

Operating expenses:
Compensation		4,057,551			451,657
Professional		50,454			53,504
Rents		1,200			1,200
General and administrative		525			2,997
Total operating expenses		4,109,730			509,358

Net loss from operations		(4,109,730	)		(509,358	)

Other income/(expense)
Interest expense		(113,364	)		(75,956	)
Debt financing penalties		(14,094	)		(172,886	)
Gain on write-off of warrant liability		-			35,047
Gain on extinguishment of debt		-			20,589
Impairment of asset		-			-
Net gain/(loss) loss before provision for income taxes		(4,237,188	)		(702,564	)

Provision for income taxes		-			-

Net loss	$	(4,237,188	)	$	(702,564	)


Loss per share, basic and dilutive	$	(0.34	)	$	(17.84	)

Weighted average shares outstanding, basic and dilutive		12,410,460			39,387

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

2420 Table of Contents

REAC Group, Inc.

REAC Group, Inc. Statements of Changes in Stockholders’ Deficit For the Years Ended December 31, 2018 and 2019

	Preferred Shares		Par Value		Common Shares		Par Value		Additional Paid in Capital		Common Stock Payable		Accumulated Deficit			Total Deficiency

Balance as of December 31, 2017		50,935	$	5		9,364	$	-	$	21,483,185	$	-	$	(22,684,069	)	$	(1,200,879	)

In kind contribution of rent		-		-		-		-		1,200		-		-			1,200

Common shares issued as compensation for services and as settlement for accrued compensation		449,065		45		10,000		-		442,221		-		-			442,266

Shares issued in satisfaction of loan debt and interest		-		-		25,044		-		108,089		-		-			108,089

Shares issued on cashless exercise of warrants		-		-		6,033		-		-		-		-			-

Net loss for the year		-		-		-		-		-		-		(702,564	)		(702,564	)

Balance as of December 31, 2018		500,000	$	50		50,441	$	-	$	22,034,695	$	-	$	(23,386,633	)	$	(1,351,888	)

In kind contribution of rent		-		-		-		-		1,200		-		-			1,200

Fractional shares issued in stock split		-		-		2,176		-		-		-		-			-
Common shares issued for cash		-		-		20,000		-		10,000		-		-			10,000
Common shares issued as compensation for services and as settlement for accrued compensation		-		-		15,000,000		150		2,999,850		825,000		-			3,825,000

Shares issued in satisfaction of loan debt and interest		-		-		34,900		1		4,970		5,108		-			10,079

Net loss for the year		-		-		-		-		-		-		(4,237,188	)		(4,237,188	)

Balance as of December 31, 2019		500,000	$	50		15,107,517	$	151	$	25,050,715	$	830,108	$	(27,623,821	)	$	(1,742,797	)

~~Notes~~21 toTable ~~the~~of ~~Financial Statements~~Contents

For the years ended December 31, 2018 and 2017

REAC Group, Inc. Statements of Cash Flows

	For the Years Ended December 31,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(4,237,188	)	$	(702,564	)
Adjustment to reconcile net loss to net cash provided by operations:
Stock based compensation		3,825,000			330,000
In kind contribution of rent		1,200			1,200
Gain on extinguishment of debt		-			(20,589	)
Gain on write-off of warrant liability		-			(35,047	)
Amortization of debt discounts and finance costs		4,915			9,733
Debt financing penalties		14,094			172,886
Changes in assets and liabilities:
Prepaid expenses		-			461
Accounts payable		32,300			3,000
Accrued interest		108,450			39,561
Accrued salaries, payroll taxes, penalties and interest		232,549			86,173
Due to principal shareholder		7,650			-
Net Cash Used by Operating Activities		(11,030	)		(115,186	)

Cash Flows from Investing Activities:
Net Cash Used by Investing Activities		-			-

Cash Flows from Financing Activities:
Proceeds from shareholder loans and advances		-			2,500
Repayments of shareholder loans and advances		-			(2,548	)
Proceeds from loans and notes		-			65,000
Repayments of loans and notes		-			-
Proceeds from the issuance of common stock		10,000			-
Net Cash Provided by Financing Activities		10,000			64,952

Net decrease in cash		(1,030	)		(50,234	)
Cash at beginning of period		1,162			51,396
Cash at end of period	$	132		$	1,162

Supplemental cash flow information:
Interest paid	$	-		$	6,500
Taxes paid	$	-		$	-

Non-cash disclosures
Common stock issued for conversion of debt and interest	$	9,078		$	108,089
Common stock issued for warrants	$	-		$	9,456
Preferred stock issued against accrued officer compensation	$	-		$	112,266
Common shares issued as finance costs	$	1,000		$	-

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

1.22 ~~Background~~Table ~~Information~~of Contents

REAC Group, Inc. ("The Company") was formed on March 10, 2005 under the name of Real Estate Contacts, Inc. as a Florida Corporation and is based in Pittsburgh, Pennsylvania. The Company changed its name to REAC Group, Inc. effective February 16, 2017. The Company engages in the ownership and operation of a real estate advertising portal website. The Company plans to provide a comprehensive online real estate search portal that consists of an advertising and marketing platform for real estate professionals. The Company’s national real estate search website is www.realestatecontacts.com.

~~The~~Notes ~~Company’s website offers cities~~ to ~~real estate professionals so they can grow their businesses online and have~~ the ~~opportunity~~Financial ~~to show their listings and reach consumers interested in buying or selling property in their respective exclusive geographic areas.~~Statements

~~RealEstateContacts.com is~~For ~~expected~~the toyears ~~serve~~ended asDecember ~~an internet portal that will feature a real estate search website that directs consumers to receive more detailed information about agents~~31, ~~offices,~~2019 ~~current listings, homes for sale, commercial properties, mortgages,~~ and foreclosures. We intend to provide a service that enables real estate professionals to capture, cultivate, and convert leads which cater to prospective home buyers and sellers. The Company is seeking to bring additional value to its shareholders through acquisition, joint venture, or partnerships with other real estate related businesses. The Company intends to add to their business model by acquiring real estate such as multi-family and residential income producing properties. The company is interested with the possibilities to Acquire, Joint Venture or Partner with other real estate related businesses along with other new business opportunities with established business entities and revenues. We will continue to introduce our operational progress and other corporate actions that include our plan of growth.2018

21. ~~Summary~~Background ~~of Significant Accounting Policies~~Information

~~Basis~~REAC Group, Inc. (“The Company”) was formed on March 10, 2005 under the name of ~~Presentation~~Real Estate Contacts, Inc. as a Florida Corporation and is based in Pittsburgh, Pennsylvania. The Company changed its name to REAC Group, Inc. effective February 16, 2017. The Company engages in the ownership and operation of a real estate advertising portal website. The Company plans to provide a comprehensive online real estate search portal that consists of an advertising and marketing platform for real estate professionals. The Company’s national real estate search website is www.realestatecontacts.com.

The ~~accompanying~~Company’s ~~financial~~website ~~statements~~offers cities to real estate professionals so they can grow their businesses online and have ~~been~~the ~~prepared~~opportunity into ~~accordance~~show ~~with~~their ~~accounting~~listings ~~principles~~and ~~generally~~reach ~~accepted~~consumers interested in ~~the~~buying ~~United~~or ~~States~~selling property in their respective exclusive geographic areas.

~~All~~RealEstateContacts.com ~~share~~is ~~and~~expected ~~per~~to ~~share~~serve as an internet portal that will feature a real estate search website that directs consumers to receive more detailed information ~~contained~~about inagents, ~~this~~offices, ~~report~~and ~~gives~~current ~~retroactive~~listings, ~~effect~~homes for sale, commercial properties, mortgages, and foreclosures. We intend to provide a 1service ~~for~~that 10enables real estate professionals to capture,~~000~~ ~~reverse~~cultivate, ~~stock~~and ~~split~~convert ofleads ~~outstanding~~which ~~common~~cater ~~stock~~to prospective home buyers and sellers. The Company is seeking to bring additional value to its shareholders through acquisition, ~~effective~~joint ~~March~~venture, 1or partnerships with other real estate related businesses. The Company intends to add to their business model by acquiring real estate such as multi-family and residential income producing properties. The company is interested with the possibilities to Acquire, ~~2019~~Joint Venture or Partner with other real estate related businesses along with other new business opportunities with established business entities and revenues. We will continue to introduce our operational progress and other corporate actions that include our plan of growth.

~~Use~~2. Basis of ~~Estimates~~Presentation and Summary of Significant Accounting Policies

InBasis ~~preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts~~ of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Our most significant estimates are for stock based compensation, assumptions used in calculating derivative liabilities, and deferred tax valuation allowances. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.Presentation

~~Financial~~The ~~Instruments~~accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

~~The~~All ~~Company’s~~share ~~balance~~and ~~sheets~~per ~~include~~share ~~the~~information ~~following~~contained ~~financial~~in ~~instruments:~~this ~~cash,~~report ~~accrued~~gives ~~expenses,~~retroactive ~~notes~~effect ~~payable and payables~~ to a ~~stockholder.~~1 ~~The~~for ~~carrying~~10,000 ~~amounts~~reverse ofstock ~~current~~split ~~assets and current liabilities approximate their fair value because~~ of ~~the~~outstanding ~~relatively~~common ~~short~~stock, ~~period~~effective ofMarch ~~time~~1, ~~between the origination of these instruments and their expected realization~~2019. The carrying values of the notes payable and amounts due to stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.

25Use ~~Table~~ of ~~Contents~~Estimates

~~FASB~~In ~~Accounting~~preparing ~~Standards~~financial ~~Codification~~statements ~~(ASC)~~in ~~topic,~~conformity ~~“Fair~~with ~~Value~~generally ~~Measurements~~accepted ~~and~~accounting ~~Disclosures”~~principles, ~~defines~~management ~~fair~~is ~~value~~required asto ~~the~~make ~~exchange~~estimates ~~price~~and assumptions that ~~would~~affect bethe ~~received~~reported ~~for~~amounts anof ~~asset~~assets orand ~~paid~~liabilities toand ~~transfer~~the adisclosure ~~liability~~of ~~(an~~contingent ~~exit~~assets ~~price)~~and inliabilities at the ~~principal~~date orof ~~most advantageous market for~~ the ~~asset~~financial orstatements ~~liability~~and inrevenues anand ~~orderly~~expenses ~~transaction~~during ~~between market participants on~~ the ~~measurement~~reported ~~date~~period. ~~ASC~~Actual ~~820~~results ~~also~~could ~~establishes~~differ afrom ~~fair~~those ~~value~~estimates. ~~hierarchy~~Our ~~that~~most ~~distinguishes~~significant ~~between~~estimates ~~(1)~~are ~~market~~for ~~participant assumptions developed~~ stock-based oncompensation; ~~market~~assumptions ~~data~~used ~~obtained~~in ~~from~~calculating ~~independent~~derivative ~~sources~~liabilities, ~~(observable inputs)~~ and ~~(2)~~deferred antax ~~entity’s~~valuation ~~own~~allowances. ~~assumptions~~We ~~about~~evaluate ~~market~~our ~~participant~~estimates ~~assumptions developed based~~ on ~~the~~an ~~best~~ongoing ~~information available in the circumstances (unobservable inputs)~~basis. ~~The~~Actual ~~fair~~results ~~value~~may ~~hierarchy~~differ ~~consists~~from ofthese ~~three~~estimates ~~broad~~under ~~levels,~~different ~~which~~assumptions ~~gives the highest priority to unadjusted quoted prices in active markets for identical assets~~ or ~~liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3)~~conditions. ~~The three levels of the fair value hierarchy are described below:~~

·Financial Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable.Instruments

~~Fair~~The Company’s balance sheets include the following financial instruments: cash, accrued expenses, notes payable and payables to a stockholder. The carrying amounts of current assets and current liabilities approximate their fair value ~~estimates~~because ~~discussed~~of ~~herein~~the ~~are~~relatively ~~based~~short ~~upon~~period ~~certain~~of ~~market~~time ~~assumptions~~between the origination of these instruments and ~~pertinent~~their ~~information~~expected realization. The carrying values of the notes payable and amounts due to stockholder approximates fair value based on borrowing rates currently available to ~~management~~the asCompany offor ~~December~~instruments ~~31,~~with ~~2018~~similar terms and remaining maturities.

~~Derivative~~23 ~~Liabilities~~Table of Contents

~~The~~FASB ~~Company~~Accounting ~~assessed~~Standards ~~the~~Codification ~~classification~~(ASC) oftopic, ~~its~~“Fair ~~derivative~~Value ~~financial~~Measurements ~~instruments~~and asDisclosures”, ofdefines ~~December~~fair ~~31,~~value ~~2018~~as ~~and~~the ~~December~~exchange ~~31,~~price ~~2017,~~that ~~which~~would ~~consist~~be ofreceived ~~convertible~~for ~~instruments~~an ~~and~~asset ~~rights~~or paid to ~~shares~~transfer ofa liability (an exit price) in the ~~Company~~principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s ~~common~~own ~~stock,~~assumptions ~~and~~about ~~determined~~market ~~that~~participant ~~such~~assumptions ~~derivatives~~developed ~~meet~~based on the ~~criteria~~best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for ~~liability~~identical ~~classification~~assets ~~under~~or ~~ASC~~liabilities ~~815~~(Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~ASC~~· ~~815~~Level ~~generally~~1 ~~provides~~- ~~three~~Unadjusted ~~criteria~~quoted ~~that,~~prices ifin ~~met,~~active ~~require~~markets ~~companies~~that toare ~~bifurcate~~accessible ~~conversion~~at ~~options~~the ~~from~~measurement ~~their~~date ~~host instruments and account~~ for ~~them~~identical, asunrestricted ~~free~~assets ~~standing~~or ~~derivative~~liabilities ~~financial~~· ~~instruments.~~Level ~~These~~2 ~~three~~- ~~criteria~~Inputs ~~include~~other ~~circumstances~~than inquoted ~~which~~prices ~~(a)~~included ~~the~~within ~~economic~~Level ~~characteristics~~1 ~~and~~that ~~risks~~are ofobservable for the ~~embedded~~asset ~~derivative~~or ~~instrument~~liability, ~~are~~either ~~not~~directly ~~clearly~~or ~~and~~indirectly, ~~closely~~including ~~related~~quoted toprices ~~the~~for ~~economic~~similar ~~characteristics~~assets ~~and~~or ~~risks~~liabilities ofin ~~the~~active ~~host~~markets; ~~contract,~~quoted ~~(b)~~prices ~~the~~for ~~hybrid~~identical ~~instrument~~or ~~that~~similar ~~embodies~~assets ~~both~~or ~~the~~liabilities ~~embedded~~in ~~derivative~~markets ~~instrument~~that ~~and~~are ~~the host contract is~~ not ~~re-measured~~active; atinputs ~~fair~~other ~~value~~than ~~under~~quoted ~~otherwise~~prices ~~applicable~~that ~~generally~~are ~~accepted~~observable ~~accounting~~for ~~principles~~the ~~with~~asset ~~changes~~or inliability ~~fair~~(e.g., ~~value~~interest ~~reported~~rates); inand ~~earnings~~inputs asthat ~~they~~are ~~occur~~derived ~~and~~principally ~~(c)~~from aor ~~separate~~corroborated ~~instrument~~by ~~with~~observable ~~the~~market ~~same~~data ~~terms~~by ascorrelation ~~the~~or ~~embedded~~other ~~derivative~~means. ~~instrument~~· ~~would~~Level be3 ~~considered~~- aInputs ~~derivative~~that ~~instrument~~are ~~subject~~both significant to the ~~requirements~~fair ofvalue ~~ASC~~measurement ~~815~~and unobservable.

~~During~~Fair the years ended December 31, 2018 and December 31, 2017, respectively, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. The Company uses judgment in determining the fair value ofestimates ~~derivative~~discussed ~~liabilities~~herein atare ~~the~~based ~~date~~upon ofcertain issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. During the year ended December 31, 2017, the Company determined that there was no active market ~~for~~assumptions ~~the Company’s common stock,~~ and ~~because~~pertinent ofinformation ~~this~~available ~~lack~~to ofmanagement ~~liquidity and market value, there was no derivative liability associated with these convertible notes. The derivate liability that had previously been recognized was recorded~~ as ~~a gain through the change in fair value~~ of ~~derivative liability on the statement of operations as of~~ December 31, ~~2017~~2019. As of December 31, 2018, the Company determined that there was no change to the market for the common stock and did not associate a derivative liability to its outstanding notes payable for the period.

~~Beneficial~~Derivative ~~Conversion Features~~Liabilities

~~ASC~~The ~~470-20~~Company ~~applies~~assessed ~~to convertible securities with beneficial conversion features that must be settled in stock and to those that give~~ the ~~issuer~~classification aof ~~choice~~its inderivative ~~settling~~financial ~~the~~instruments ~~obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date~~ as ~~the~~of ~~difference~~December ~~between~~31, ~~the~~2019 ~~conversion price~~ and ~~the~~2018, ~~fair~~which ~~market~~consist ~~value~~ of ~~the common stock into which the security is~~ convertible, ~~multiplied~~instruments byand ~~the~~rights ~~number~~to of shares ~~into~~of ~~which~~ the ~~security~~Company’s iscommon ~~convertible.~~stock, ~~This amount is recorded as a debt discount~~ and ~~amortized~~determined ~~over~~that ~~the~~such ~~life~~derivatives ofmeet the ~~debt.~~criteria ~~ASC~~for ~~470-20~~liability ~~further~~classification ~~limits~~under ~~this~~ASC ~~amount to the proceeds allocated to the convertible instrument~~815.

~~Cash~~ASC ~~Flow~~815 ~~Reporting~~generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815.

~~The~~During ~~Company~~the ~~follows~~twelve ~~ASC~~months ~~230~~ended December 31, ~~Statement~~ of2019 ~~Cash~~and ~~Flows~~2018, ~~for~~respectively, ~~cash~~the ~~flows~~Company ~~reporting,~~had ~~classifies~~notes ~~cash~~payable ~~receipts~~outstanding ~~and~~in ~~payments~~which ~~according~~the toconversion ~~whether~~rate ~~they~~was ~~stem~~variable ~~from~~and ~~operating,~~undeterminable. ~~investing,~~The orCompany ~~financing~~uses ~~activities~~judgment ~~and~~in ~~provides~~determining ~~definitions~~the offair ~~each~~value ~~category,~~of ~~and~~derivative ~~uses~~liabilities at the ~~indirect~~date orof ~~reconciliation~~issuance ~~method~~and ~~(“indirect~~at ~~method”)~~every asbalance ~~defined~~sheet bythereafter ~~ASC~~and ~~230, Statement~~in ofdetermining ~~Cash~~which ~~Flows,~~valuation tomethod ~~report~~is ~~net~~most ~~cash~~appropriate ~~flow~~for ~~from~~the ~~operating~~instrument, ~~activities~~the byexpected ~~adjusting~~volatility, ~~net~~the ~~income~~implied torisk-free ~~reconcile~~interest itrate, toas ~~net~~well ~~cash~~as ~~flow~~the ~~from~~expected ~~operating~~dividend ~~activities~~rate, byif ~~removing~~any. For the ~~effects~~twelve ofmonths ~~(a)~~ended ~~all~~December ~~deferrals~~31, of2019, ~~past~~the ~~operating~~Company ~~cash~~determined ~~receipts~~that ~~and~~there ~~payments~~was ~~and~~no ~~all~~active ~~accruals~~market offor ~~expected~~the ~~future~~Company’s ~~operating~~common ~~cash~~stock, ~~receipts~~ and ~~payments~~because ~~and~~of ~~(b)~~this ~~all~~lack ~~items~~of ~~that~~liquidity ~~are~~and ~~included~~market invalue, ~~net~~there ~~income~~was ~~that~~no doderivative ~~not~~liability ~~affect~~associated ~~operating~~with ~~cash~~these ~~receipts~~convertible ~~and~~notes ~~payments~~for the period.

26Beneficial ~~Table~~Conversion ~~of Contents~~Features

~~Cash~~ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and ~~Cash~~to ~~Equivalents~~those that give the issuer a choice in settling the obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. This amount is recorded as a debt discount and amortized over the life of the debt. ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.

Cash isFlow maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at either December 31, 2018 or December 31, 2017.Reporting

~~Long-Lived~~The ~~Assets~~Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

InCash ~~accordance with ASC 350, the Company regularly reviews the carrying value of intangible~~ and ~~other~~Cash long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. The Company recorded an impairment loss on its long-lived assets in the amount of $0 and $162,000 for the twelve months ended December 31, 2018 and 2017, respectively.Equivalents

~~Stock~~Cash ~~Based~~is ~~Compensation~~maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at either December 31, 2019 or 2018 in excess of the federally insured limit.

~~Under~~24 ~~ASC~~Table ~~718, Compensation - Stock Compensation, companies are required to measure the compensation costs~~ of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.Contents

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 718. FASB ASC No. 505, Equity Based Payments to NonLong-~~Employees (“ASC~~Lived 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.Assets

~~Income~~In ~~Taxes~~accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

~~The~~Stock ~~Company~~Based accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.Compensation

~~The~~Under ~~Company~~ASC ~~adopted~~718, ~~section~~Compensation ~~740-10-25~~– ofStock ~~the~~Compensation, ~~FASB~~companies ~~Accounting~~are ~~Standards~~required ~~Codification~~to ~~(“Section~~measure ~~740-10-25”). Section 740-10-25 addresses~~ the ~~determination~~compensation costs of ~~whether~~share-based ~~tax~~compensation ~~benefits~~arrangements ~~claimed~~based oron ~~expected~~the togrant-date befair ~~claimed~~value onand arecognize ~~tax~~the ~~return~~costs ~~should be recorded~~ in the financial statements. ~~Under~~over ~~Section 740-10-25,~~ the ~~Company~~period ~~may~~during ~~recognize~~which ~~the~~employees ~~tax~~are ~~benefit~~required ~~from~~to anprovide ~~uncertain~~services. ~~tax~~Share-based ~~position~~compensation ~~only~~arrangements ifinclude itstock isoptions, ~~more~~restricted ~~likely~~share ~~than~~plans, ~~not~~performance-based ~~that the tax position will be sustained on examination by the taxing authorities~~awards, ~~based~~share onappreciation ~~the~~rights ~~technical~~and ~~merits~~employee ofshare ~~the~~purchase ~~position~~plans. ~~The~~As ~~tax benefits recognized in the financial statements from~~ such, acompensation ~~position~~cost ~~should~~is be measured ~~based~~ on the ~~largest~~date ~~benefit that has a greater than fifty percent (50%) likelihood~~ of ~~being~~grant ~~realized~~at ~~upon~~their ~~ultimate~~fair ~~settlement~~value. ~~Section~~Such ~~740-10-25~~compensation ~~also~~amounts, ~~provides~~if ~~guidance on de-recognition~~any, ~~classification,~~are ~~interest~~amortized ~~and~~over ~~penalties~~the onrespective ~~income~~vesting ~~taxes, accounting in interim~~ periods ~~and~~of ~~requires~~the ~~increased~~option ~~disclosures~~grant.

~~The~~In ~~estimated~~July ~~future~~2019, ~~tax~~the ~~effects~~FASB released Accounting Standards Update (ASU) No. 2018-09, Codification Improvements. ASU 2018-09 that affect a wide variety of ~~temporary~~Topics ~~differences~~in ~~between~~the FASB Accounting Standards Codification including the guidance in paragraph 718-740-35-2, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting is unclear on whether an entity should recognize excess tax ~~basis~~benefits of(or ~~assets~~tax ~~and~~deficiencies) ~~liabilities~~for ~~are~~compensation ~~reported~~expense inthat is taken on the ~~accompanying~~entity’s ~~balance~~tax ~~sheets~~return. The amendment to paragraph 718-740-35-2 in this update clarifies that an entity should recognize excess tax benefits (that is, asthe ~~well~~difference asin tax ~~credit~~benefits ~~carry-backs~~between the deduction for tax purposes and ~~carry-forwards.~~the ~~The~~compensation ~~Company~~cost ~~periodically~~recognized ~~reviews~~for financial statement reporting) in the ~~recoverability~~period in which the amount of ~~deferred~~the ~~tax~~deduction ~~assets~~is ~~recorded~~determined. This includes deductions that are taken on ~~its~~the ~~balance~~entity’s ~~sheets~~return in a different period from when the event that gives rise to the tax deduction occurs and ~~provides~~the ~~valuation~~uncertainty ~~allowances~~about aswhether ~~management~~(1) ~~deems~~the ~~necessary~~entity will receive a tax deduction and (2) the amount of the tax deduction is resolved.

~~Earnings~~Income ~~Per Share~~Taxes

~~Basic~~The Company accounts for income ~~per~~taxes ~~common~~under ~~share~~Section is740-10-30 ~~computed~~of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the ~~weighted~~financial ~~average~~reporting ~~common~~and ~~shares~~tax ~~outstanding~~bases asof ~~defined~~assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by ~~FASB~~a ~~ASC~~valuation Noallowance to the extent management concludes it is more likely than not that the assets will not be realized. ~~260, Earnings~~Deferred ~~Per~~tax ~~Share~~assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

~~Diluted~~The ~~income~~Company ~~per~~adopted ~~share~~section ~~includes~~740-10-25 of the ~~dilutive~~FASB ~~effects~~Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of ~~stock~~whether ~~options,~~tax ~~warrants,~~benefits ~~and~~claimed ~~stock~~or ~~equivalents~~expected to be claimed on a tax return should be recorded in the financial statements. ToUnder Section 740-10-25, the ~~extent~~Company ~~stock~~may ~~options~~recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, ~~stock~~based ~~equivalents~~on ~~and~~the ~~warrants~~technical ~~are~~merits ~~anti-dilutive;~~of ~~they~~the ~~are~~position. ~~excluded~~The tax benefits recognized in the financial statements from such a position should be measured based on the ~~calculation~~largest ofbenefit ~~diluted~~that ~~income~~has ~~per~~a ~~share.~~greater Asthan fifty percent (50%) likelihood of ~~December~~being ~~31,~~realized ~~2018,~~upon ~~there~~ultimate ~~were~~settlement. ~~approximately~~Section ~~832~~740-10-25 also provides guidance on de-recognition,~~792~~ ~~share~~classification, ~~equivalents~~interest ~~for~~and ~~potential~~penalties ~~conversion~~on ~~demand~~income oftaxes, ~~our~~accounting ~~outstanding~~in ~~convertible~~interim ~~notes~~periods and ~~warrants~~requires increased disclosures.

27The ~~Table~~estimated future tax effects of ~~Contents~~temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

3.Earnings ~~Going~~Per ~~Concern~~Share

~~The~~Basic ~~accompanying~~income ~~financial~~per ~~statements~~common ~~have~~share ~~been~~is ~~prepared~~computed inbased ~~conformity~~upon ~~with accounting principles generally accepted in~~ the ~~United~~weighted ~~States~~average ofcommon ~~America,~~shares ~~which~~outstanding ~~contemplate~~as ~~continuation~~defined ofby ~~the~~FASB ~~Company~~ASC asNo. a260, ~~going~~Earnings ~~concern~~Per Share.

~~The~~Diluted ~~Company~~income ~~incurred~~per ~~net~~share ~~losses~~includes ~~of $702,564 for~~ the ~~year~~dilutive ~~ended~~effects ~~December 31, 2018 and had net cash used in operating activities~~ of ~~$115~~stock options,~~186~~ ~~for~~convertible ~~the same period. Additionally~~debt, ~~the Company has an accumulated deficit of $23~~warrants,~~386,633~~ and astock ~~working capital deficit of $1,351,888 at December 31, 2018~~equivalents. ~~These~~To ~~conditions raise substantial doubt about~~ the ~~Company’s~~extent ~~ability~~stock tooptions, ~~continue~~stock asequivalents aand ~~going~~warrants ~~concern~~are ~~for~~anti-dilutive, athey ~~period~~are ofexcluded atfrom ~~least twelve months after~~ the ~~date~~calculation of ~~issuance~~diluted onincome ~~these~~per ~~financial statements~~share. InAs ~~view~~ of ~~these~~December ~~matters~~31, ~~the~~2019 ~~Company's~~and ~~ability~~2018, tothere ~~continue~~were asapproximately a109,307,182 ~~going~~and ~~concern~~619,754 isshare ~~dependent~~equivalents, ~~upon~~respectively, ~~the~~for ~~Company's~~potential ~~ability~~conversion todemand ~~achieve~~of aour ~~level~~outstanding ofconvertible ~~profitability~~notes and~~/or~~ ~~to obtain adequate financing through the issuance of debt or equity in order to finance its operations~~warrants.

~~While~~25 ~~the~~Table Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s operations. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to build and maintain websites and to provide services and support to its customers and users. There may be other risks and circumstances that management may be unable to predict.Contents

~~The~~3. ~~financial~~Going statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.Concern

4.The ~~Recently~~accompanying ~~Issued~~financial ~~Accounting~~statements ~~Pronouncements~~have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.

WeThe ~~have~~Company ~~reviewed~~incurred ~~all~~net ~~FASB~~losses ~~issued~~of ~~Accounting~~$4,237,188 ~~Standards~~for ~~Update~~the ~~(“ASU”)~~twelve ~~accounting~~months ~~pronouncements~~ended ~~and~~December ~~interpretations~~31, ~~thereof~~2019 ~~that~~and ~~have~~had ~~effectiveness~~net ~~dates~~cash ~~during~~used ~~the~~in ~~periods~~operating ~~reported~~activities ~~and~~of in$11,030 ~~future~~for ~~periods~~the same period. ~~The~~Additionally, the Company has ~~carefully~~an ~~considered~~accumulated ~~the~~deficit ~~new~~of ~~pronouncements~~$27,623,821 ~~that~~and ~~alter~~a ~~previous~~working ~~generally~~capital ~~accepted~~deficit ~~accounting~~of ~~principles~~$1,742,797 ~~and~~at ~~does~~December ~~not~~31, ~~believe~~2019. ~~that~~These ~~any~~conditions ~~new~~raise orsubstantial ~~modified~~doubt ~~principles~~about ~~will~~the ~~have~~Company’s ability to continue as a ~~material~~going ~~impact~~concern for a period of at least twelve months after the date of issuance on these financial statements. In view of these matters, the ~~corporation~~Company’s ~~reported~~ability ~~financial~~to ~~position~~continue oras ~~operations~~a ingoing concern is dependent upon the ~~near~~Company’s ~~term.~~ability ~~The~~to ~~applicability~~achieve ofa ~~any~~level ~~standard~~of isprofitability ~~subject~~and/or to ~~the~~obtain ~~formal~~adequate ~~review~~financing through the issuance of ~~our~~debt ~~financial~~or ~~management~~equity ~~and~~in ~~certain~~order ~~standards~~to ~~are~~finance ~~under~~its ~~consideration~~operations.

InWhile ~~July~~the ~~2018,~~Company ~~FASB~~is ~~issued~~attempting ~~Accounting~~to ~~Standards~~commence ~~Update~~operations ~~2018-11;~~and ~~Earnings~~produce ~~Per~~revenues, ~~Share~~the ~~(Topic~~Company’s ~~260);~~cash ~~Distinguishing~~position ~~Liabilities~~may ~~from~~not ~~Equity~~be ~~(Topic~~significant ~~480):~~enough ~~Derivatives~~to ~~and~~support ~~Hedging~~the ~~(Topic~~Company’s ~~815):~~operations. ~~(Part~~While I)the ~~Accounting~~Company ~~for~~believes ~~Certain~~in ~~Financial~~the ~~Instruments~~viability ~~with Down Round Features, (Part II) Replacement~~ of ~~the~~its ~~Indefinite~~strategy ~~Deferral~~to ~~for~~increase ~~Mandatorily~~revenues ~~Redeemable~~and ~~Financial~~in ~~Instruments~~its ofability ~~Certain~~to ~~Non-public~~raise ~~Entities~~additional ~~and~~funds, ~~Certain~~there ~~Mandatorily~~can ~~Redeemable~~be ~~Non-controlling~~no ~~Interests~~assurances ~~with~~to athat ~~Scope Exception~~effect. The ~~guidance~~key isfactors ~~intended~~that toare ~~reduce~~not within the ~~complexity associated with issuers~~Company’s ~~accounting~~control ~~for~~and ~~certain~~that ~~financial~~may ~~instruments~~have ~~with~~a ~~characteristics~~direct ofbearing ~~liabilities~~on ~~and~~operating ~~equity.~~results ~~Specifically~~include, abut ~~down~~are ~~round~~not ~~feature~~limited ~~(as~~to, ~~defined)~~acceptance ~~would~~of nothe ~~longer~~Company’s ~~cause~~business aplan, ~~freestanding~~the ~~equity-linked~~ability ~~financial instrument (or an embedded conversion option)~~ to beraise ~~accounted~~capital ~~for~~in asthe afuture, ~~derivative~~the ~~liability~~ability atto ~~fair~~expand ~~value~~its ~~with~~customer ~~changes~~base, inand ~~fair~~the ~~value~~ability ~~recognized~~to inhire ~~current~~key ~~earnings.~~employees ~~The~~to ~~amendments~~build inand ~~this~~maintain ~~ASU~~websites ~~are~~and ~~effective~~to ~~for~~provide ~~interim~~services and ~~annual~~support ~~periods~~to ~~beginning~~its ~~after~~customers ~~December~~and ~~15, 2018~~users. ~~Early~~There ~~adoption~~may isbe ~~permitted.~~other Werisks doand ~~not~~circumstances ~~expect~~that ~~the~~management ~~adoption~~may ofbe ~~this~~unable ~~ASU~~ to ~~have a material effect on our consolidated financial statements~~predict.

InThe ~~May~~financial ~~2018,~~statements ~~FASB~~do ~~issued~~not ~~Accounting~~include ~~Standards~~any ~~Update~~adjustments ~~2018-09;~~to ~~Compensation-Stock~~reflect ~~Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU amends~~ the ~~scope~~possible offuture ~~modification~~effects ~~accounting for share-based payment arrangements, provides guidance~~ on the ~~types~~recoverability ofand ~~changes~~classification toof ~~the~~assets ~~terms~~ or ~~conditions~~the ofamounts ~~share-based payment awards an entity is required to apply modification accounting under ASC 718. The amendments in this ASU are effective for interim~~ and ~~annual~~classification ~~periods~~of ~~beginning~~liabilities ~~after~~that ~~December~~may ~~15,~~result ~~2018.~~from ~~Early~~the ~~adoption~~possible isinability ~~permitted.~~of ~~We do not expect~~ the ~~adoption~~Company ~~of this ASU~~ to ~~have~~continue as a ~~material~~going ~~effect on our consolidated financial statements~~concern.

In4. ~~November~~Recently ~~2017,~~Issued ~~the FASB issued~~ Accounting Standards Update 2017-18 (ASU 2017-18), Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. The Company does not expect that adoption of this ASU to have a material effect on its consolidated financial statements.Pronouncements

28We ~~Table~~have reviewed all FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of ~~Contents~~any standard is subject to the formal review of our financial management and certain standards are under consideration.

In ~~October~~July ~~2017~~2018, ~~the~~ FASB issued ~~ASU~~Accounting ~~No.~~Standards ~~2017~~Update 2018-~~16-Income~~11; ~~Taxes~~Earnings Per Share (Topic ~~740~~260); Distinguishing Liabilities from Equity (Topic 480): ~~Intra-Entity~~Derivatives ~~Transfers~~and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of ~~Assets~~the ~~Other~~Indefinite ~~Than~~Deferral ~~Inventory~~for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. ~~This~~The ~~ASU~~guidance ~~improves~~is intended to reduce the complexity associated with issuers’ accounting for ~~the~~certain ~~income~~financial ~~tax~~instruments ~~consequences~~with characteristics of ~~intra~~liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-~~entity~~linked ~~transfers~~financial ofinstrument ~~assets~~(or ~~other~~an ~~than~~embedded ~~inventory~~conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. ~~This~~The amendments in this ASU isare effective for ~~fiscal~~interim ~~years~~ and ~~interim~~annual periods ~~within those years~~ beginning after December 15, 2018. Early adoption is permitted. ~~The~~We ~~Company~~adopted ~~does~~Topic ~~not~~718 ~~anticipate~~effective ~~that~~January ~~the~~1, ~~adoption~~2019 ofand ~~this~~the ~~ASU~~standard todid not have a significant ~~impact~~effect on ~~its~~the ~~consolidated~~results ~~financial~~of ~~statements~~operations or cash flows.

In ~~August~~May ~~2017~~2018, ~~the~~ FASB issued ~~ASU~~Accounting ~~No.~~Standards ~~2017~~Update 2018-~~15,~~09; ~~Classification~~Compensation—Stock ofCompensation ~~Certain~~(Topic ~~Cash~~718): ~~Receipts~~Scope ~~and~~of ~~Cash~~Modification ~~Payments~~Accounting. ~~ASU~~The ~~2017-15~~amendments ~~clarifies~~in ~~the~~this ~~presentation~~ASU ~~and~~amends ~~classification~~the scope of ~~certain~~modification ~~cash~~accounting ~~receipts~~for ~~and~~share-based ~~cash~~payment ~~payments~~arrangements, inprovides guidance on the ~~statement~~types of ~~cash~~changes ~~flows.~~to ~~This~~the ~~ASU~~terms or conditions of share-based payment awards an entity is ~~effective~~required ~~for~~to ~~public~~apply ~~business~~modification ~~entities~~accounting ~~for~~under ~~fiscal~~ASC ~~years,~~718. ~~and~~The ~~interim~~amendments ~~periods~~in ~~within~~this ~~those~~ASU ~~years,~~are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. ~~The~~We ~~Company~~adopted isTopic ~~currently~~718 ~~assessing~~effective January 1, 2019 and the ~~potential~~standard ~~impact~~did ofnot ~~ASU~~have ~~2017-15~~a significant effect on ~~its~~the ~~financial~~results ~~statements~~of ~~and~~operations ~~related~~or ~~disclosures~~cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU is based on the principle that entities should recognize assets and liabilities arising from leases. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. ~~The~~We adopted Topic 842 effective ~~date~~January ~~will~~1, be2019 and the ~~first~~standard ~~quarter~~did ofnot ~~fiscal~~have ~~year~~an ~~2020~~effect ~~with~~on ~~early~~the ~~adoption~~results ~~permitted.~~of ~~Management~~operations ~~believes~~or ~~that~~cash ~~this~~flows ~~ASU~~as ~~will~~the ~~not~~Company ~~have~~has ano ~~significant~~leases ~~effect~~in onplace ~~its~~as ~~financial~~of ~~statements~~December 31, 2019.

In26 ~~May~~Table 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the date of adoption. The original effective date of this guidance for public entities was for annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), to defer the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. We adopted the new standard effective January 1, 2018. Upon generating revenue, the Company will provide disclosure requirements related to the adoption.Contents

~~Management~~5. ~~does~~Related ~~not~~Party ~~believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.~~Transactions

5The majority shareholder has advanced funds since inception, for the purpose of financing working capital and product development. ~~Investment~~As of December 31, 2019, and 2018, the Company owed $7,650 and $0, respectively. There are no repayment terms to these advances and deferrals and the Company has imputed interest at a nominal rate of 3%.

OnThe ~~January 4, 2017, the~~ Company ~~executed~~has anminimal ~~Asset~~needs ~~Purchase~~for ~~Agreement~~facilities ~~with~~and ~~Patriot~~operates ~~Bioenergy~~from ~~Corporation,~~office aspace ~~Kentucky~~provided ~~corporation,~~by ~~for~~ the ~~purchase~~majority ofstockholder. ~~all~~There ofare ~~the~~no ~~assets~~lease ~~related~~terms. toFor the ~~business~~twelve ofmonths ~~operating~~ended aDecember ~~hemp~~31, ~~processing~~2019 and ~~growth~~2018, ~~operation~~rent ~~and~~has ~~selling~~been ~~hemp~~calculated ~~related~~based ~~products.~~on ~~Pursuant~~the tolimited ~~the~~needs ~~Agreement,~~at ~~the~~a ~~Company~~fair ~~issued~~market 5value ~~common~~of ~~shares~~the ~~which~~space ~~were~~provided. ~~valued~~Rent atexpense was $~~142~~1,~~500~~200 ~~based~~and on$1,200 ~~the~~for ~~closing market price of~~ the ~~stock~~twelve onmonths ~~the~~ended ~~date~~December of31, ~~closing~~2019 ofand ~~the~~2018, ~~asset acquisition~~respectively. InThe ~~addition,~~rental ~~the~~value ~~Company~~has ~~paid~~been ~~expenses~~recognized ofas ~~Patriot~~an ~~totaling~~operating ~~$19,500,~~expense ~~resulting~~and intreated as a ~~total~~contribution ~~investment~~to ~~of $162,000~~capital.

The ~~Company~~amounts ~~has~~and ~~requested~~terms ~~accounting~~of ~~records relating to~~ the ~~assets~~above ~~purchased,~~transactions ~~but~~may ~~Patriot~~not ~~has~~necessarily ~~provided~~be noindicative ~~such~~of ~~records. Accordingly,~~ the ~~Company~~amounts ~~cannot allocate the purchase price among any specific assets purchased. As a result, On April 21, 2017, the Company cancelled~~ and ~~terminated~~terms ~~the Asset Purchase Agreement with Patriot Bioenergy Corporation~~ that ~~was~~would ~~originally~~have ~~executed~~been onincurred ~~January~~had 4,comparable ~~2017.~~transactions ~~REAC~~been ~~terminated~~entered ~~the~~into APA due to Patriot’s refusal to provide any financial information to the Company necessary to prepare the financial statements and pro forma financial information required of a reporting company. As of March 31, 2017, the Company was unable to re-acquire the 5 shares issued for the purchase transaction, along with anindependent ~~aggregate~~third ~~of 1,500 shares issued in November 2016 to five individuals currently employed by Patriot (see Note 11, Stock Compensation)~~parties. ~~As a result, the Company deemed the entire investment to be impaired and recorded an impairment loss of $162,000 as of March 31, 2017.~~

29On ~~Table~~February 14, 2020, the Company issued 500,000 shares of ~~Contents~~common stock to its President and Chief Executive Officer as a performance bonus for the year ending December 31, 2019. The shares were valued at $1.65, the quoted market price on the date of issuance and the Company has recorded common stock payable as of December 31, 2019 for a value of $825,000.

InOn ~~May~~March ~~2017~~31, 2019, the Company’s ~~received~~Board ~~and~~of ~~cancelled~~Directors anauthorized ~~aggregate~~the issuance of ~~six~~15,000,000 ~~hundred~~ shares ~~of common stock related~~ to ~~Patriot employment agreements. The Company recorded~~ the ~~cancelled shares at their par value. In July, 2017, the~~ Company’s ~~received~~Chief ~~and~~Executive ~~cancelled~~Officer ~~the~~as 5a ~~shares~~performance ~~issued~~bonus ~~for~~pursuant ~~the~~to ~~purchase~~his ~~transaction~~employment ~~and~~agreement. anThe ~~additional 300~~ shares were ~~returned~~valued byat an$0.20, ~~individual~~the ~~employed~~quoted bymarket ~~Patriot.~~price ~~The~~on ~~Company recorded~~ the ~~cancelled~~date ~~shares~~of atissuance, ~~their~~or ~~par value~~$3,000,000. ~~(see Note 11)~~

6On March 4, 2019, the Company renewed its three-year employment agreement with Robert DeAngelis to serve as the President and Chief Executive Officer of the Company. ~~Related~~The ~~Party~~employment ~~Transactions~~agreement automatically renews for an additional twelve months upon expiration of each term. The agreement can be cancelled upon written notice by either employee or employer (if certain employee acts of misconduct are committed). The total minimum aggregate annual amount due under the employment agreement is $120,000 plus bonuses. For the twelve months ended December 31, 2019 and 2018, the Company recorded compensation expense in the amount of $120,000 and $120,000, respectively.

~~The majority shareholder has advanced funds since inception, for the purpose of financing working capital and product development~~6. AsAccounts ofPayable ~~December 31, 2018~~ and ~~December~~Accrued ~~31, 2017, the Company owed $0 and $47, respectively. There are no repayment terms to these advances and deferrals and the Company has imputed interest at a nominal rate of 3%.~~expenses

The Company has minimal needs for facilities and operates from office space provided by the majority shareholder. There are no lease terms. For the years ended December 31, 2018 and 2017, rent has been calculated based on the limited needs at a fair market value of the space provided. Rent expense was $1,200 and $1,200 for the years ended December 31, 2018 and 2017, respectively. The rental value has been recognized as an operating expense and treated as a contribution to capital.

	December 31, 2019		December 31, 2018
Accounts payable	$	35,300	$	3,000
Accrued interest		154,460		54,119
Accrued salaries, payroll taxes, penalties and interest (a)		1,039,657		807,108
Due to principle shareholder, related party		7,650		-

(a) The ~~amounts~~Company has accrued additional compensation to its Chief Executive Officer totaling $120,000 and ~~terms~~$120,000 ofduring the ~~above~~twelve ~~transactions~~months ~~may~~ended December 31, 2019 and 2018, respectively. However, the Company has not ~~necessarily~~paid bethe ~~indicative~~related payroll taxes, consisting primarily of ~~the~~Social ~~amounts~~Security and ~~terms~~Medicare ~~that~~taxes. ~~would~~As ~~have~~a ~~been~~result, ~~incurred~~the ~~had~~Company ~~comparable~~has ~~transactions~~established ~~been~~an ~~entered~~accrued ~~into~~liability for the unpaid salaries, along with ~~independent~~related ~~third~~taxes ~~parties~~and estimated interest and penalties of $1,039,657 and $807,108 at December 31, 2019 and 2018, respectively.

On March 1, 2018, the Company issued 45 shares of the Company’s Series A Preferred Shares to its sole director and chief executive officer in satisfaction of accrued compensation owed to him by the Company7. ~~(See~~Convertible ~~Note~~Notes ~~11)~~Payable

OnDuring ~~January~~the ~~23,~~twelve ~~2018,~~months ~~the~~ended ~~Company~~December ~~issued 10~~31,~~000~~ ~~shares~~2019 ~~of its common stock to sole officer~~ and ~~director~~2018, ~~Robert DeAngelis~~respectively, asthe ~~his~~Company ~~2017~~had ~~annual~~convertible ~~bonus~~notes ~~per~~payable ~~his~~outstanding ~~employment~~in ~~agreement.~~which ~~The~~the ~~annual~~conversion ~~bonus,~~rate ifwas ~~any,~~variable ~~is determined~~ and ~~paid~~undeterminable. inThe ~~accordance~~Company ~~with~~determined ~~policies~~that ~~set~~there ~~from~~wasn’t ~~time~~an toactive ~~time~~market byfor the ~~Board~~Company’s orcommon ~~Directors,~~stock inand ~~its~~because ~~sole~~of ~~discretion.~~this ~~The~~lack ~~Board’s~~of ~~policy~~liquidity ~~has~~and ~~been~~market tovalue, ~~base~~there ~~the~~wasn’t ~~stock~~a ~~price~~derivative ~~for~~liability ~~such~~associated ~~issuances~~with ~~upon~~these ~~the~~convertible ~~average~~notes as of ~~the~~December ~~closing~~31, ~~price~~2019 ofand ~~the~~2018. ~~preceding~~The 10Company ~~trading~~uses ~~days~~judgment asin ~~reported~~determining onthe ~~OTCMarkets~~fair ~~website,~~value ~~which~~of ~~was~~derivative ~~$33.00;~~liabilities ~~rendering~~at the ~~value~~date of ~~the~~issuance ~~preferred~~and ~~issued~~at asevery ~~$330,000.~~balance ~~Since~~sheet ~~the~~thereafter ~~Company’s~~and ~~closing~~in ~~stock~~determining ~~price~~which onvaluation ~~the~~method ~~date~~is ofmost ~~grant~~appropriate ~~was~~for ~~also~~the ~~$33.00~~instrument, the ~~Company~~expected ~~did~~volatility, ~~not~~the ~~recognize~~implied ~~any~~risk-free ~~associated~~interest ~~discounts~~rate, oras ~~benefits~~well ~~associated~~as ~~with~~ the ~~shares~~expected ~~issued~~dividend rate, if any.

On27 ~~July~~Table ~~3, 2017, the Company’s Board~~ of Directors authorized the issuance of 3,000 shares to the Company’s Chief Executive Officer as his 2016 performance bonus pursuant to his employment agreement that automatically renewed on March 4, 2017. The shares were valued at the quoted market price on the date of grant, or $900,000.Contents

OnAs ~~March~~of 4December 31, ~~2013~~2019, wethree ~~entered~~of ~~into~~the anCompany’s ~~employment~~convertible ~~agreement~~promissory ~~with~~notes ~~Robert~~remain ~~DeAngelis,~~outstanding ~~our~~beyond ~~Chief~~their ~~Executive~~respective ~~Officer.~~maturity ~~The~~dates; ~~employment~~triggering ~~agreement~~an isevent ~~for~~of antechnical ~~initial~~default ~~three-year~~under ~~and~~the ~~automatically~~agreements. ~~renews~~Consequently, ~~for~~the anCompany ~~additional~~is ~~twelve~~accruing ~~months~~interest ~~upon~~on ~~expiration~~the ofnotes ~~the~~at ~~initial~~their ~~term~~respective default rates. ~~The~~As ~~agreement~~a ~~can~~result beof ~~cancelled~~being ~~upon~~in ~~written~~default ~~notice~~on bycertain ~~either~~Notes, ~~employee~~the orHolders ~~employer~~could, ~~(if~~at ~~certain~~their ~~employee~~sole ~~acts~~discretion, ofcall ~~misconduct~~the ~~are~~respective ~~committed).~~Notes ~~The~~in ~~total~~their ~~minimum~~entirety, ~~aggregate~~including ~~annual~~all ~~amount~~associated ~~due~~penalties provided for under the ~~employment~~respective ~~agreement~~agreements. isIn ~~$120~~this event,~~000~~ ~~plus~~the ~~bonuses.~~Company ~~For~~may not have sufficient authorized shares to absolve itself of the ~~twelve~~defaulted ~~months~~Notes ~~ended~~through ~~December~~the ~~31,~~issuance ~~2018~~of ~~and~~common ~~2017,~~shares of the Company. ~~recorded~~The ~~compensation~~Company ~~expense~~is inworking ~~the~~with ~~amount~~its ofcurrent ~~$120,000~~noteholders and ~~$120,000,~~its ~~respectively~~transfer agent in order that it may resolve this outstanding issue as soon as practicable.

7As of December 31, 2019, the Company owed an aggregate of $660,321 in principal and accrued interest on its remaining outstanding convertible promissory notes; of which, $505,862 (before a discount of $-0-) represents convertible notes payable and $154,460 represents accrued interest. ~~Accrued~~At ~~Liabilities~~December 31, 2018, the Company owed an aggregate of $542,942 (before a discount of $4,915) in principal and accrued interest; of which, $488,823 represents convertible notes payable, net of $4,915 debt discount, and $54,119 represents accrued interest.

Accounts Payable and Accrued expenses:
	December 31, 2019		December 31, 2018
	December 31, 2018		December 31, 2017
Convertible promissory notes, various lending institutions, maturing at variable dates ranging from 180 days to one year from origination date, 8-10% interest and in default interest of 12-24%, convertible at discount to trading price (25-50%) based on various measurements of prior trading, at face value of remaining original note principal balance plus default penalties, net of unamortized debt discounts, attributable deferred financing costs in the amount of $-0- and $4,915, respectively.	$	505,862	$	493,738
Accounts payable	$	3,000	$	---
Principal		505,862		493,738
Accrued interest		54,058		14,559
Debt discount		-		(4,915	)
Accrued salaries, payroll taxes, penalties and interest (a)		807,108		853,011
Total Principal	$	505,862	$	488,823

(a) The Company has accrued additional compensation to its Chief Executive Officer totaling $120,000 and $120,000 during the years ended December 31, 2018 and 2017, respectively. However, the Company has not paid the related payroll taxes, consisting primarily of Social Security and Medicare taxes. As a result, the Company has established an accrued liability for the unpaid salaries, along with related taxes and estimated interest and penalties of $807,108 and $853,011 at December 31, 2018 and 2017, respectively.

Summary of Convertible Note Transactions:
	December 31, 2019			December 31, 2018
Convertible notes, January 1	$	493,738		$	364,721
Additional notes, face value		-			65,000
Default Penalties		14,094			172,886
Payments and adjustments		-			-
Settlement of debt		-			(20,000	)
Conversions of debt		(1,970	)		(88,869	)
Unamortized debt discounts		-			(4,915	)
Convertible notes, balance	$	505,862		$	488,823

30Note ~~Table~~6. On October 6, 2017, the Company entered into a Convertible Promissory Note with an accredited investor pursuant to which the Company received $150,000 in financing and an initial tranche of ~~Contents~~$20,000. Each tranche paid under the Note matures in 12 months and is convertible into shares of the Company’s common stock after a period of six months at a conversion price equal to 50% of the lowest trading price per share during the previous ten (10) trading days. The Company evaluated the terms of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying is indexed to the Company’s common stock. The Company determined that the conversion feature met the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. During the year ended December 31, 2018, the Company determined that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there wasn’t a derivative liability associated with this convertible note. On May 9, 2018, the note holder agreed to forgive the balance of the principal and accrued interest. As a result, during the year ended December 31, 2018, the Company has recognized a gain on the extinguishment of debt in the amount of $20,589 and canceled the reserve of 50,000 shares of common stock.

8.28 ~~Convertible~~Table ~~Notes~~of ~~Payable~~Contents

~~During~~Note ~~the~~5. ~~twelve~~On ~~months~~October ~~ended~~2, ~~December~~2017, 31the Company received $53,000 ~~2018~~in financing through the execution of a Convertible Promissory Note associated with a Securities Purchase Agreement. The Note bears interest at a rate of 12% and ~~2017,~~matures ~~respectively~~280 days from the purchase date. The Note is convertible into shares of the Company’s common stock after a period of 180 days at a conversion price equal to 61% multiplied by the average of the lowest two trading prices during the previous fifteen (15) days. After 180 days following the Issue Date, the Company ~~had~~will have no right of prepayment. The Company evaluated the terms of the convertible ~~notes~~note ~~payable~~in ~~outstanding~~accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in ~~which~~Entity’s Own Stock and determined that the underlying is indexed to the Company’s common stock. The Company determined that the conversion ~~rate~~feature ~~was~~met ~~variable~~the definition of a liability and ~~undeterminable~~therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. ~~The~~During the year ended December 31, 2018, the Company determined that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there wasn’t a derivative liability associated with ~~these~~this convertible ~~notes~~note. asIn ~~of December 31~~addition, ~~2018~~the ~~and December 31, 2017. The~~ Company ~~uses~~issued ~~judgment~~an inaggregate ~~determining the fair value~~ of ~~derivative~~15,813 ~~liabilities~~common atshares ~~the~~in ~~date~~satisfaction of ~~issuance~~$53,000 ~~and~~in atprincipal ~~every balance sheet thereafter~~ and $3,727 in ~~determining~~accrued ~~which~~interest. ~~valuation~~As ~~method~~of isDecember ~~most~~31, ~~appropriate for the instrument~~2018, the ~~expected~~note ~~volatility,~~was ~~the~~considered ~~implied~~paid ~~risk-free~~in ~~interest~~full ~~rate,~~and asthe ~~well~~Company ascanceled the ~~expected~~reserve ~~dividend~~of ~~rate~~41,945 ifshares ~~any~~of common stock.

AsNote of4. ~~December~~On 31July 8, ~~2018~~2017, ~~all of~~ the Company’s ~~convertible~~Board ~~promissory~~of ~~notes~~Directors ~~remain~~approved ~~outstanding~~the ~~beyond~~assignment ~~their~~of ~~respective~~a ~~maturity~~convertible ~~dates;~~note ~~triggering~~payable anto ~~event~~a ofdifferent ~~technical~~third-party. ~~default~~The ~~under~~total ~~the~~amount ~~respective~~assigned ~~agreements.~~was ~~Consequently~~$27,846 ~~the~~which ~~Company~~includes isprincipal ~~accruing~~of ~~interest~~$20,775 onand ~~these~~accrued ~~notes~~interest atof ~~their respective default rates~~$7,087. AsThe aterms ~~result~~ of ~~being~~the inoriginal ~~default~~February on20, ~~these~~2015 ~~notes,~~Convertible ~~the~~Promissory ~~Holders~~Note ~~could,~~remain atin ~~their~~effect ~~sole~~and ~~discretion,~~the ~~call~~note ~~these~~continues ~~Notes~~to inaccrue ~~their~~interest ~~entirety,~~at ~~including~~a ~~all~~rate ~~associated~~of ~~penalties~~8% ~~provided~~per ~~for~~annum ~~under~~until the ~~respective~~note ~~agreements~~is paid in full. In ~~this~~connection ~~event~~with the assignment, the Company ~~may~~issued ~~not~~335 ~~have~~common ~~sufficient authorized~~ shares tofor ~~absolve~~a ~~itself~~value of ~~the~~$3,350, ~~defaulted~~which ~~Notes~~was ~~through~~applied against the ~~issuance~~balance of ~~common~~accrued ~~shares~~interest ofon the ~~Company~~note. ~~The~~During ~~Company is working with~~ the ~~current~~year ~~noteholders~~ended ~~and~~December ~~its transfer agent in order that it may resolve these outstanding issues as soon as practicable. On November 2~~31, 2018, the Company ~~received~~issued aan ~~formal~~aggregate ~~letter from one~~ of ~~its~~1,125 ~~Note~~common ~~Holders~~shares ~~demanding~~in ~~payment~~satisfaction of ~~all~~$10,696 ~~amounts~~in ~~due~~principal ~~under~~and ~~the~~$554 ~~Note~~in ~~plus~~accrued ~~applicable~~interest ~~collection~~for ~~costs,~~a ~~including~~total ~~attorney’s~~value ~~fees~~of at$11,250 ~~the~~and ~~Mandatory~~canceled ~~Default~~the ~~Amount.~~reserve ~~The~~of ~~varied~~49 ~~terms~~shares ~~and definitions~~ of ~~these~~common ~~default~~stock. ~~provisions~~As ~~are~~of ~~disclosed~~December ~~below~~31, in2018, ~~each~~the ofnote ~~the~~was ~~respective~~considered ~~Note~~paid ~~disclosures~~in full.

AsNote of3. ~~December~~On 31July 5, ~~2018~~2017, the Company ~~owed~~entered into a Securities Purchase Agreement and related documents with an ~~aggregate~~institutional accredited investor. On the Closing Date, the Company issued a Convertible Promissory Note in the principal amount of $~~542~~175,~~942~~000 in ~~principal~~exchange ~~and~~for ~~accrued~~payment ~~interest;~~by Investor of ~~which,~~ $~~493~~157,~~738~~500. ~~(before~~The aprincipal ~~discount~~sum of ~~$4,915)~~the ~~represents~~Note ~~convertible~~reflects ~~notes~~the ~~payable~~amount ~~and~~invested, plus a $5417,~~119~~500 ~~represents~~“Original ~~accrued~~Issue Discount” and accrues interest. Atat ~~December~~5% ~~31,~~per ~~2017,~~annum. The Holder has the ~~Company~~right ~~owed~~at anany ~~aggregate~~time ofto ~~$414,374~~convert ~~(before~~all aor ~~discount~~any part of ~~$14,648)~~unpaid in principal and ~~accrued~~ interest; into common shares of ~~which,~~the ~~$364,721~~Company ~~represents~~equal ~~convertible~~to ~~notes~~50% ~~payable,~~multiplied ~~$35,047~~by ~~represents~~the ~~warrant~~Market ~~liabilities~~Price; ~~payable,~~that ~~$47~~being ~~represents~~the ~~advances~~lowest ~~from~~(1) trading price for the ~~principal~~common ~~shareholder~~stock during the twenty-five trading days prior to the conversion date, subject to anti-dilution and ~~$14,559~~market ~~represents~~adjustments ~~accrued~~set ~~interest~~forth in the Agreement.

	December 31, 2018			December 31, 2017
Convertible promissory notes, various lending institutions, maturing at variable dates ranging from 180 days to one year from origination date, 8-10% interest and in default interest of 12-24%, convertible at discount to trading price (25-50%) based on various measurements of prior trading, at face value of remaining original note principal balance plus default penalties, net of unamortized debt discounts, attributable to derivative liabilities, and deferred financing costs in the amount of $4,915 and $14,648, respectively.	$	493,738		$	364,721
Principal		493,738			364,721
Debt discount		(4,915	)		(14,648	)
Total Principal	$	488,823		$	350,073

In connection with the Financing, and in addition to the Securities Purchase Agreement and the Secured Convertible Promissory Note, the Company issued a Warrant which grants the investor the right to purchase at any time on or after each tranche, and for a period of five years thereafter, a number of fully paid and non-assessable shares of the Company’s common stock equal to the amount of each tranche received under the Note divided by $0.05. (See Note 9) On April 30, 2018, the Company’s Board of Directors approved the assignment of the Note to a different third-party. The total amount assigned was $30,306 which includes principal of $28,959 and accrued interest of $1,347. Subsequent to the assignment, the Company received additional tranches from the Assignee in the aggregate amount of $65,000 with no associated discounts. The Warrant associated with the Securities Purchase Agreement was not included in the Assignment of the Original Note.

~~Summary~~The Company determined that the conversion feature met the definition of ~~Convertible~~a ~~Note~~liability ~~Transactions:~~and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. During the three months ended March 31, 2018, the Company concluded that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there wasn’t a derivative liability associated with this convertible note.

	December 31, 2018			December 31, 2017
Convertible notes, January 1	$	364,721		$	128,525
Additional notes, face value		65,000			405,949
Default Penalties		172,886			---
Payments and adjustments		---			(107,750	)
Settlement of debt		(20,000	)		---
Conversions of debt		(88,869	)		(62,003	)
Unamortized debt discounts		(4,915	)		(14,648	)
Convertible notes, balance	$	488,823		$	350,073

The Note became due and payable on July 5, 2018 and the Company had defaulted on its obligations under the Note. Interest on the Note was then accrued at the default rate of 24% per annum and the Company classified the Note as a current liability. The Company is required to have authorized and reserved three and ten (10) times the number of shares that is actually issuable upon full exercise of the Note. The Note Holder could, at the Holder’s sole discretion, call the Note and impose the related default penalties. In this event, the Company would be obligated to pay 150% multiplied by the then outstanding entire balance and the Company would then also be in technical default of its Reserve requirement as it would have insufficient common shares authorized to cover the aggregate reserve requirement of all notes in default. During the year ended December 31, 2019, the Company issued no shares on the Note and recorded a penalty in the amount of $14,094 related to the Company’s stock split that became effective on March 1, 2019. As of December 31, 2019, the Company owed $108,053 in principal and $19,754 in accrued interest. As of December 31, 2019, the equivalent number of shares needed to satisfy the Note if converted is 9,782,374. During the year ended December 31, 2018, the Company issued an aggregate of 467 common shares in satisfaction of $6,041 in principal and fees under the Note of $500.

31Note ~~Table~~2. On May 5, 2017, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional accredited investor pursuant to which the Company received $165,000 in financing through the execution of ~~Contents~~a Convertible Promissory Note. In addition, the Company issued 115 shares of common stock for a value of $63,415 as consideration for entering into the financing agreement. The Note matures in 10 months and is convertible into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price per share during the previous twenty-five (25) trading days, subject to anti-dilution and market adjustments set forth in the Agreement.

On29 ~~October~~Table ~~6, 2017, the Company entered into a Convertible Promissory Note with an accredited investor pursuant to which the Company received $150,000 in financing and an initial tranche~~ of $20,000. Each tranche paid under the Note matures in 12 months and is convertible into shares of the Company’s common stock after a period of six months at a conversion price equal to 50% of the lowest trading price per share during the previous ten (10) trading days. The Company evaluated the terms of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying is indexed to the Company’s common stock. The Company determined that the conversion feature met the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. During the year ended December 31, 2018, the Company determined that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there wasn’t a derivative liability associated with this convertible note. On May 9, 2018, the note holder agreed to forgive the balance of the principal and accrued interest. As a result, during the year ended December 31, 2018, the Company has recognized a gain on the extinguishment of debt in the amount of $20,589 and canceled the reserve of 50,000 shares of common stock. At December 31, 2017, the Company owed $20,000 and accrued interest of $238. Contents

~~On October 2, 2017, the Company received $53,000 in financing through the execution of a Convertible Promissory Note associated with a Securities Purchase Agreement.~~ The ~~Note bears interest at a rate of 12% and matures 280 days from the purchase date. The Note is convertible into shares of the~~ Company’s common stock after a period of 180 days at a conversion price equal to 61% multiplied by the average of the lowest two trading prices during the previous fifteen (15) days. After 180 days following the Issue Date, the Company will have no right of prepayment. The Company evaluated the terms of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the ~~underlying is indexed to the Company’s common stock. The Company determined that the~~ conversion feature met the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. ~~During~~For the ~~year~~twelve months ended December 31, 2019 and 2018, the Company ~~determined~~concluded that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there wasn’t a derivative liability associated with this convertible note. InThe ~~addition, the~~ Company ~~issued~~recognized ana ~~aggregate~~debt ofdiscount ~~15,813~~on ~~common shares in satisfaction of $53,000 in principal and $3,727 in accrued interest. As of December 31, 2018,~~ the note ~~was~~as ~~considered~~a ~~paid~~reduction in(contra-liability) ~~full~~to ~~and~~ the ~~Company~~Convertible ~~canceled~~Note ~~the~~Payable ~~reserve~~and ofis ~~41,945~~being ~~shares~~amortized ofover ~~common stock. At December 31, 2017,~~ the ~~Company~~life ~~owed $53,000 and accrued interest~~ of ~~$1,587.~~the note.

OnDuring ~~July~~the 8year ended December 31, ~~2017~~2018, the Company’s ~~Board~~was ofrequired ~~Directors~~to ~~approved~~increase the ~~assignment~~principal balance of athe ~~convertible~~ note ~~payable~~by ~~to a different third-party. The total amount assigned was~~ $275,~~846~~000 ~~which~~pursuant ~~includes~~to ~~principal~~Section ~~of $20,775 and accrued interest of $7,087~~1.3 ~~The terms~~ of the ~~original~~Agreement ~~February~~which ~~20,~~states ~~2015~~that ~~Convertible~~if ~~Promissory~~the ~~Note~~Borrower ~~remain~~does innot ~~effect~~maintain ~~and~~or replenish the ~~note~~Reserved ~~continues~~Amount towithin ~~accrue~~three ~~interest~~(3) atbusiness adays ~~rate~~ of ~~8% per annum until~~ the ~~note~~request isof ~~paid in full. In connection with~~ the ~~assignment~~Holder, the ~~Company~~principal ~~issued~~amount ~~335~~will ~~common~~increase ~~shares~~by ~~for a value of~~ $35,~~350,~~000 ~~which~~for ~~was~~each ~~applied~~such ~~against~~occurrence. ~~the~~In ~~balance~~addition, ofunder ~~accrued~~Section ~~interest on the note~~1.4(g) ~~During~~of the ~~year ended December 31~~Note, ~~2018,~~ the Company ~~issued~~was anrequired ~~aggregate~~to ofincrease ~~1,125~~the ~~common~~principal ~~shares~~amount ~~in satisfaction~~ of ~~$10,696~~the inNote ~~principal~~by ~~and~~ $~~554 in accrued interest for a total value of $11~~15,~~250~~000 ~~and~~due ~~canceled~~to the ~~reserve~~conversion ofprice 49being ~~shares~~less ofthan ~~common stock~~$0.01. AsThe ofpenalties ~~December~~are ~~31,~~tacked ~~2018,~~back ~~the~~to ~~note was considered paid in full. At December 31, 2017,~~ the ~~Company~~Issue ~~owed~~Date ~~$13,025 and accrued interest~~ of ~~$194~~the Note.

OnThe ~~July~~Note 5,became ~~2017,~~due ~~the~~and ~~Company~~payable ~~entered~~on ~~into~~February a5, ~~Securities~~2018 ~~Purchase Agreement~~ and ~~related~~the ~~documents~~Company ~~with~~remains anin ~~institutional~~default ~~accredited~~of ~~investor.~~its Onobligations under the ~~Closing~~Note. ~~Date,~~Interest on the ~~Company~~Note ~~issued~~is abeing ~~Convertible~~accrued ~~Promissory~~at ~~Note in~~ the ~~principal~~default ~~amount~~rate of ~~$175,000~~12% inper ~~exchange~~annum ~~for~~and ~~payment~~the byCompany ~~Investor~~classified ~~of $157,500. The principal sum of~~ the Note ~~reflects~~as ~~the~~a ~~amount~~current ~~invested,~~liability. ~~plus~~The aCompany ~~$17,500~~is ~~“Original~~required ~~Issue~~to ~~Discount”~~have authorized and ~~accrues~~reserved ~~interest~~three atand 5%one ~~per~~half ~~annum~~(3.5) ~~The~~times ~~Holder has~~ the ~~right~~number atof ~~any~~shares ~~time~~that tois ~~convert~~actually ~~all~~issuable orupon ~~any~~full ~~part~~exercise of ~~unpaid~~the ~~principal~~Note. ~~and~~On ~~interest~~February ~~into~~5, ~~common~~2018, ~~shares of~~ the Company ~~equal~~was obligated to 50pay a Default Sum calculated as 150% multiplied by the ~~Market~~then ~~Price;~~outstanding ~~that~~entire ~~being~~balance ~~the~~and ~~lowest~~recorded ~~(1)~~a ~~trading~~penalty ~~price~~in the amount of $92,886 for ~~the~~failing ~~common~~to ~~stock~~pay ~~during~~at ~~the~~maturity. ~~twenty-five~~As ~~trading~~of ~~days~~December ~~prior~~31, to2019, the ~~conversion~~equivalent ~~date,~~number ~~subject~~of tocommon ~~anti-dilution~~shares ~~and~~the ~~market~~Company ~~adjustments~~would ~~set~~be ~~forth~~required into issue to satisfy the ~~Agreement~~Note is 45,770,348.

In ~~connection~~December ~~with~~2019, the ~~Financing,~~Company ~~and~~approved inthe ~~addition~~issuance toof ~~the~~726,100 ~~Securities~~shares ~~Purchase~~of ~~Agreement~~common ~~and~~stock ~~the~~in ~~Secured~~satisfaction ~~Convertible~~of ~~Promissory Note~~$4,608 ~~the~~in ~~Company~~accrued ~~issued~~interest aand ~~Warrant~~$500 ~~which~~in ~~grants~~conversion ~~the~~fees. ~~investor~~As ~~the~~of ~~right~~December to31, ~~purchase~~2019, atthe ~~any~~shares ~~time~~were onnot oryet ~~after~~issued ~~each~~by ~~tranche~~the Company’s transfer agent, and ~~for~~therefore athe ~~period~~Company ofhas ~~five~~recorded ~~years~~common ~~thereafter,~~stock apayable ~~number~~in ofthe ~~fully~~amount ~~paid~~of ~~and~~$5,108. ~~non-assessable~~The ~~shares~~Company ofwill record the ~~Company’s~~issuance ~~common~~at ~~stock~~the ~~equal~~contract tovalue, at the ~~amount~~date of ~~each~~exchange, ~~tranche~~off-setting ~~received~~accrued ~~under~~interest. During the ~~Note~~twelve ~~divided~~months byended ~~$0.05.~~December ~~(See~~31, ~~Note~~2019, 9)the OnCompany ~~April~~issued 3034,900 ~~2018,~~common ~~the~~shares ~~Company’s~~for ~~Board~~a value of ~~Directors~~$4,970, ~~approved~~satisfying ~~the~~$1,970 ~~assignment~~in ofprincipal, ~~the~~$1,500 ~~Note~~in toaccrued ainterest, ~~different~~and ~~third-party~~$1,500 in finance costs. ~~The~~As ~~total~~of ~~amount~~December ~~assigned~~31, ~~was~~2019, the Company owed $30160,~~306~~273 ~~which~~in ~~includes~~principle, ~~principal~~$112,886 ofin ~~$28~~default penalties,~~959~~ and accrued interest of $194,~~347~~835. ~~Subsequent~~During to the ~~assignment~~year ended December 31, 2018, the Company ~~received~~issued ~~additional~~3,300 ~~tranches~~common ~~from~~shares ~~the~~for ~~Assignee~~a invalue ~~the~~of ~~aggregate~~$6,480, ~~amount~~satisfying of$5,480 in principal and $651,000 ~~with~~in nofinance ~~associated discounts~~costs. ~~The~~As ~~Warrant~~of ~~associated~~December ~~with~~31, 2018, the ~~Securities~~Company ~~Purchase~~owed ~~Agreement~~$275,129 ~~was~~in ~~not~~principle ~~included~~and inaccrued ~~the~~interest ~~Assignment~~ of ~~the Original Note~~$35,292.

~~The~~Note 1. On March 13, 2017, the Company ~~determined~~entered into an Agreement with an institutional Lender. On that date, the ~~conversion~~Company ~~feature~~issued ~~met~~to the ~~definition~~Lender of a ~~liability~~Secured ~~and~~Convertible ~~therefore~~Promissory ~~bifurcated~~Note in the ~~conversion~~principal ~~feature~~amount ~~and~~of ~~accounted~~$230,000; ~~for~~of itwhich, the Company has received $150,000 as aof ~~separate~~December ~~derivative~~31, ~~liability~~2018. ~~For~~The principal sum of the ~~year~~Note ~~ended~~reflects ~~December~~the 31amount borrowed, ~~2018~~plus a $20,000 ~~the~~“Original ~~Company~~Issue ~~concluded~~Discount” ~~that~~and ~~there~~a ~~was~~$10,000 noreimbursement ~~active~~of ~~market~~Lender’s ~~for~~legal fees. On July 6, 2018, the Company’s ~~common~~Board ~~stock,~~of ~~and~~Directors ~~because~~approved the assignment of this ~~lack~~Convertible Promissory Note to a different third-party. The terms of ~~liquidity~~the ~~and~~original ~~market~~March ~~value~~13, ~~there~~2017 ~~wasn’t~~Convertible Promissory Note remain in effect and the note continues to accrue interest at a ~~derivative~~rate ~~liability~~of ~~associated~~10% ~~with~~per ~~this~~annum ~~convertible~~until the note is paid in full.

32In ~~Table~~connection with the Financing, and in addition to the Securities Purchase Agreement and the Secured Convertible Promissory Note, the Company issued a Warrant which grants the right to purchase at any time on or after March 13, 2017 and for a period of ~~Contents~~three years, a number of fully paid and non-assessable shares of the Company’s common stock equal to $57,500 divided by the Market Price as of the issue date. (See Note 9) Effective on July 20, 2018, the Warrant to Purchase Shares previously issued under the March 13, 2017 Convertible Promissory Note was terminated by the Warrant holder to facilitate the Company’s fundraising efforts.

The ~~Note~~Secured ~~became~~Convertible ~~due~~Promissory ~~and~~Note ~~payable~~is onconvertible ~~July~~into 5,shares ~~2018~~of ~~and~~ the Company’s iscommon ~~now~~stock inat ~~default~~a ofconversion ~~its~~price ~~obligations~~equal ~~under~~to ~~the Note~~$0.25 ~~Interest~~per onshare. In the ~~Note~~event isthe ~~being~~minimum ~~accrued~~market atcapitalization ~~the~~falls ~~default~~below ~~rate~~$6,000,000, ofthen ~~24%~~the ~~per~~conversion ~~annum~~price ~~and~~is the ~~Company~~lesser ~~classified~~of the ~~Note~~stated asprice aof ~~current liability~~$0.25 ~~The~~or ~~Company~~the ismarket ~~required~~price to(as ~~have~~calculated ~~authorized~~pursuant ~~and~~to ~~reserved~~the ~~three and ten (10~~Agreement). ~~times~~During the ~~number~~three ofmonths ~~shares~~ended ~~that~~September is2017, ~~actually issuable upon full exercise of~~ the ~~Note.~~minimum ~~The~~market ~~Note~~capitalization ~~Holder~~fell ~~could,~~below ~~at the Holder’s sole discretion~~$6,000,000 ~~call the Note~~ and ~~impose~~ the ~~related~~Company ~~default~~was ~~penalties.~~required Into ~~this~~adjust ~~event,~~ the ~~Company~~conversion ~~would~~price ~~be obligated~~ to ~~pay 150% multiplied by~~ the ~~then~~market ~~outstanding~~price ~~entire~~defined ~~balance~~in ~~and~~ the ~~Company~~agreement. ~~would~~Pursuant ~~then~~to ~~also~~the beterms ~~in technical default~~ of ~~its~~the ~~Reserve~~SPA ~~requirement~~and asthe itNote, ~~would~~the ~~have~~Company ~~insufficient~~is ~~common~~required ~~shares authorized~~ to ~~cover~~reserve ~~the~~and ~~aggregate~~keep ~~reserve~~available ~~requirement~~out of ~~all~~its ~~notes~~authorized inand ~~default.~~unissued Asshares of ~~December~~common ~~31,~~stock ~~2018,~~a ~~the equivalent~~ number of shares ~~the~~of ~~Company~~common ~~would~~stock beat ~~required~~least equal to ~~issue~~three to(3) ~~satisfy~~times the ~~Note~~number ~~is 77,708. As~~ of ~~December~~shares ~~31,~~issuable ~~2018,~~on ~~the~~conversion ~~Company is in technical default~~ of the ~~Reserve share requirement; which is allocable between the~~ Note ~~and the detached Warrant~~. ~~(see Note 9)~~

~~During~~The ~~the~~Company ~~year~~determined ~~ended~~that ~~December~~the ~~31,~~conversion ~~2018,~~feature met the ~~Company~~definition ~~issued~~of ana ~~aggregate~~liability ofand ~~467~~therefore ~~common~~bifurcated ~~shares~~the inconversion ~~satisfaction~~feature ofand ~~$6,041~~accounted infor ~~principal~~it ~~and~~as ~~fees~~a ~~under~~separate ~~the~~derivative ~~Note~~liability. ofFor ~~$500.~~the Astwelve ofmonths ended December 31, 2019 and 2018, the Company ~~owed~~determined ~~$93~~that there was no active market for the Company’s common stock,~~959~~ and ~~accrued~~because ~~interest~~of this lack of $7liquidity and market value,~~061~~ there wasn’t a derivative liability associated with this convertible note. AtThe ~~December~~Company ~~31,~~recognized ~~2017,~~a debt discount on the ~~Company~~notes ~~owed~~as ~~$35,000~~a reduction (contra-liability) to the Convertible Notes Payable and ~~accrued~~the ~~interest~~discounts are being amortized over the life of ~~$863~~the notes.

On30 ~~May~~Table 5, 2017, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional accredited investor pursuant to which the Company received $165,000 in financing through the execution of a Convertible Promissory Note. In addition, the Company issued 115 shares of common stock for a value of $63,415 as consideration for entering into the financing agreement. The Note matures in 10 months and is convertible into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price per share during the previous twenty-five (25) trading days, subject to anti-dilution and market adjustments set forth in the Agreement.Contents

The Note became due and payable on January 13, 2018 and the Company ~~determined~~is ~~that~~in default of its obligations under the ~~conversion~~Note. ~~feature~~Interest ~~met~~on the ~~definition~~Note is being accrued at the default rate of a22% ~~liability~~per ~~and~~annum ~~therefore~~beginning ~~bifurcated~~on ~~the~~July ~~conversion~~6, ~~feature~~2018 and ~~accounted~~the ~~for~~Company itclassified the Note as a ~~separate~~current ~~derivative~~ liability. ~~For~~On ~~the~~November ~~year ended December 31~~2, 2018, the ~~Company~~Note ~~concluded~~Holder ~~that~~demanded ~~there~~payment ~~was~~of noall ~~active~~amounts ~~market~~due ~~for~~under the ~~Company~~Note plus applicable collection costs, including attorney’s ~~common~~fees ~~stock,~~at ~~and~~the ~~because~~Mandatory ofDefault ~~this~~Amount. ~~lack~~The ofMandatory ~~liquidity~~Default ~~and~~Amount ~~market~~means ~~value,~~the ~~there~~greater ~~wasn’t~~of (a) ~~derivative~~the ~~liability~~Outstanding ~~associated~~Balance ~~with~~divided ~~this~~by ~~convertible~~the ~~note.~~Installment ~~The~~Conversion ~~Company~~Price ~~recognized~~on athe ~~debt~~date ~~discount~~the Mandatory Default Amount is demanded, multiplied by the VWAP on the ~~note~~date asthe aMandatory ~~reduction~~Default Amount is demanded, or (~~contra-liability~~b) the Outstanding Balance following the application of the Default Effect. Pursuant to the ~~Convertible~~demand ~~Note~~letter ~~Payable~~on that date, the Company owed $125,053, which includes the mandatory default amount and interest will continue to accrue at the rate of $78.80 per day. The principal increase is ~~being~~considered ~~amortized~~applied ~~over~~as of the ~~life~~date of the ~~note~~demand for payment and is not tacked back to the Issue Date of the Note.

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2018~~2019, the Company ~~was~~owed ~~required~~$124,650 toin ~~increase~~principle ~~the~~and ~~principal~~accrued ~~balance~~interest of ~~the note by~~ $539,~~000~~189 ~~pursuant~~and ~~to Section 1.3 of~~ the ~~Agreement~~equivalent ~~which~~number ~~states that if the Borrower does not maintain or replenish the Reserved Amount within three (3) business days~~ of ~~the~~shares ~~request~~needed ofto ~~the~~satisfy ~~Holder,~~ the ~~principal~~Note ~~amount~~if ~~will~~converted ~~increase~~is ~~by $5~~13,~~000 for each such occurrence. In addition~~585, ~~under Section 1~~314.~~4(g)~~ ofAt ~~the~~December ~~Note~~31, 2018, the Company ~~was~~owed ~~required to increase the principal amount of the Note by~~ $15124,~~000~~650 ~~due~~in toprinciple ~~the~~and ~~conversion~~accrued ~~price~~interest ~~being~~of ~~less than~~ $011,766.~~01. The penalties are tacked back to the Issue Date of the Note.~~

~~The Note became due and payable on February 5, 2018 and the Company remains in default of its obligations under the Note~~8. ~~Interest~~Warrant on the Note is being accrued at the default rate of 12% per annum and the Company classified the Note as a current liability. The Company is required to have authorized and reserved three and one half (3.5) times the number of shares that is actually issuable upon full exercise of the Note. On February 5, 2018, the Company was obligated to pay a Default Sum calculated as 150% multiplied by the then outstanding entire balance and recorded a penalty in the amount of $92,886 for failing to pay at maturity. As of December 31, 2018, the equivalent number of shares the Company would be required to issue to satisfy the Note is 388,026.Liabilities

~~During~~The Company estimates the ~~year~~fair ~~ended~~value ~~December~~of ~~31,~~each ~~2018,~~option award on the ~~Company~~date ~~issued~~of ~~3,300~~grant ~~common~~using ~~shares~~the ~~for~~Binomial aoption ~~value~~valuation model that uses the assumptions noted in the table below. Because Binomial option valuation models incorporate ranges of ~~$6,480,~~assumptions ~~satisfying~~for $5inputs,~~480~~ inthose ~~principal~~ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and ~~$1,000~~employee intermination ~~finance~~within ~~costs~~the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. AsThe expected term of ~~December~~options ~~31,~~granted ~~2018,~~is derived from the ~~Company~~output ~~owed~~of ~~$275,129~~the inoption ~~principle~~valuation model and ~~accrued~~represents ~~interest~~the period of ~~$35,292~~time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. AtDuring the twelve months ended December 31, ~~2017~~2019 and the year ended December 31, 2018, management determined that the Company’s ~~owed~~common ~~$164,539~~stock lacked liquidity and ~~accrued~~market ~~interest~~value ofand ~~$2,802~~therefore no derivative liability was recorded in association with these warrants.

OnThe ~~March~~following ~~13,~~table ~~2017,~~sets ~~the~~forth ~~Company~~common ~~entered~~share ~~into~~purchase anwarrants ~~Agreement~~outstanding ~~with an institutional Lender. On that date, the Company issued to the Lender a Secured Convertible Promissory Note in the principal amount of $230,000; of which, the Company has received $150,000~~ as of December 31, 2018. The principal sum of the Note reflects the amount borrowed, plus a $20,000 “Original Issue Discount” and a $10,000 reimbursement of Lender’s legal fees. On July 6, 2018, the Company’s Board of Directors approved the assignment of this Convertible Promissory Note to a different third-party. The terms of the original March 13, 2017 Convertible Promissory Note remain in effect and the note continues to accrue interest at a rate of 10% per annum until the note is paid in full. 2019:

	December 31, 2019		December 31, 2018
Warrants, January 1		66		122
Additions		-		-
Conversions		-		(4	)
Forfeitures		-		(52	)
Warrants, balance		66		66

33 Table of Contents

			Weighted
			Average
			Exercise		Intrinsic
	Warrants		Price		Value
Outstanding, January 1, 2019		66	$	7.74	$	7.66
Warrants granted and issued		---	$	---	$	---
Warrants forfeited		-	$	-	$	---
Outstanding, December 31, 2019		66	$	7.74	$	7.66

Common stock issuable upon exercise of warrants		40,169,146	$	.50	$	.130

The Secured Convertible Promissory Note matures in 10 months and is convertible into shares of the Company’s common stock at a conversion price equal to $0.25 per share. In the event the minimum market capitalization falls below $6,000,000, then the conversion price is the lesser of the stated price of $0.25 or the market price (as calculated pursuant to the Agreement).

Warrants Outstanding

Warrants Exercisable

Weighted

Number

Average

Weighted

Number

Weighted

Outstanding

Remaining

Average

Exercisable

Average

Exercise

at December 31,

Contractual

Exercise

at December 31,

Exercise

Price

2019

Life (Years)

Price

2019

Price

.00804

0.55

.50

The Company determined that the conversion feature met the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. For the year ended December 31, ~~2018,~~Table ~~the Company determined that there was no active market for the Company’s common stock, and because~~ of this lack of liquidity and market value, there wasn’t a derivative liability associated with this convertible note. The Company recognized a debt discount on the notes as a reduction (contra-liability) to the Convertible Notes Payable and the discounts are being amortized over the life of the notes. Contents

The ~~Note~~warrants ~~became~~convert ~~due and payable on January 13, 2018 and the Company is in default of its obligations under the Note. Interest on the Note is being accrued~~ at ~~the default rate of 22% per annum beginning on July 6, 2018 and the Company classified the Note as~~ a current liability. On November 2, 2018, the Note Holder demanded payment of all amounts due under the Note plus applicable collection costs, including attorney’s fees at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (a) the Outstanding Balance divided by the Installment Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is demanded, or (b) the Outstanding Balance following the application of the Default Effect. Pursuant to the demand letter on that date, the Company owed $125,053, which includes the mandatory default amount and interest will continue to accrue at the rate of $78.8000804 per ~~day.~~warrant, ~~The~~based ~~principal~~on ~~increase~~anti-dilution isadjustments ~~considered applied as of the date of the demand for payment and is not tacked back~~ to the ~~Issue~~exercise ~~Date of the Note~~price.

~~Pursuant~~On July 5, 2017, the Company entered into a Securities Purchase Agreement and related documents with an institutional accredited investor. On the Closing Date, the Company issued to Investor a Convertible Promissory Note in the ~~terms~~principal amount of $175,000 in exchange for payment by Investor of $157,500. (See Note 8) In connection with the ~~SPA~~Financing, and in addition to the Securities Purchase Agreement and the Secured Convertible Promissory Note, the Company isissued ~~required~~a Warrant (“Warrant 1”) which grants the investor the right to ~~reserve~~purchase ~~and~~at ~~keep~~any ~~available~~time ~~out~~on ofor ~~its~~after ~~authorized~~each tranche, and ~~unissued~~for ~~shares~~a period of ~~common~~five ~~stock~~years thereafter, a number of fully paid and non-assessable shares of the Company’s common stock ~~at least~~ equal to ~~three~~the ~~(3)~~amount ~~times~~of each tranche received under the ~~number~~Note ofdivided ~~shares~~by ~~issuable~~$0.05, onas ~~conversion~~adjusted from time to time pursuant to the terms and conditions of the ~~Note~~Warrant. The ~~Company~~conversion ~~will~~option ~~have~~and ~~insufficient~~the outstanding common ~~shares~~stock ~~authorized~~warrants toon ~~cover~~that ~~the~~date ~~aggregate~~are ~~reserve~~classified ~~requirement~~as ofderivative ~~all~~liabilities ~~notes~~at intheir ~~default.~~fair Asvalue on the date of issuance. During the year ended December 31, ~~2018~~2017, the ~~equivalent~~Company ~~number~~received a tranche of ~~shares~~$35,000; resulting in the ~~Company~~issuance ~~would~~of bea ~~required~~warrant to ~~issue~~purchase to70 ~~satisfy~~shares of the ~~Note~~Company’s iscommon ~~114~~stock at $5,~~633~~000 per share, resulting in an exercise value at issuance of $350,000. AsThe relative fair value of ~~December~~the ~~31,~~warrant ~~2018~~at issuance was $12,565, ~~the~~which ~~Company~~was isrecorded inas ~~technical~~a ~~default~~debt ofdiscount ~~the~~and ~~Reserve~~amortized ~~requirement~~over ~~under~~the life of the ~~Note~~note.

AsThe ofCompany estimates the fair value at each reporting period using the Binomial Method. During the year ended December 31, 2018, management determined that the Company’s ~~owed~~common ~~$124,650~~stock inlacked ~~principle~~liquidity and ~~accrued~~market ~~interest~~value ofand ~~$11,766.~~therefore Atno ~~December~~derivative liability was recorded in association with these warrants and in quarter ending March 31, ~~2017~~2018, the Company ~~owed~~recorded ~~$178,708~~a ~~and~~gain ~~accrued~~on ~~interest~~the write-off of the fair value of the warrant in the amount of $1035,~~066~~047.

OnThe ~~January~~Warrant 13may be exercised in whole or in part at $5,000 ~~2017~~per share, subject to anti-dilution adjustments set forth in the ~~Company’s~~Agreement. ~~Board~~If ofthe ~~Directors~~Market ~~approved~~Price is greater than the ~~assignment~~Exercise ofPrice, athe ~~convertible~~Warrant ~~note~~Holder ~~payable~~may elect to receive Warrant shares pursuant to a ~~different~~cashless ~~third-party~~exercise. OnThe ~~May~~Market 8,Price ~~2017,~~means the ~~third~~highest ~~party~~traded ~~lender~~price ~~who~~of ~~accepted~~ the ~~assignment~~Company’s ~~agreed~~common tostock ~~release~~during the ~~Company~~twenty ~~from~~(20) ~~all~~trading ~~obligations~~days ~~under~~prior to the ~~note~~date of the respective Exercise Notice. AsA adilutive ~~result,~~issuance occurs when the Company ~~has~~issues ~~recognized~~common astock ~~gain~~at onan ~~the~~effective ~~extinguishment~~price ofper ~~debt~~share inthat is less than the ~~amount~~then-current ofExercise ~~$51~~Price. In this event,~~821;~~ ~~which~~the ~~consisted~~Exercise ofPrice ~~principal~~is inadjusted to match the ~~amount~~lowest ofprice ~~$36,750~~per ~~and~~share ~~$15,071~~at ofwhich ~~interest~~such Common Stock was issued or may be acquired in the dilutive issuance.

OnThe ~~April~~Company ~~12,~~is ~~2017,~~required ~~the~~to ~~Company~~reserve ~~was~~and ~~released~~keep ~~from~~available ~~its~~out ~~obligation~~of toits ~~pay~~authorized ~~the~~and ~~remaining~~unissued ~~balance~~shares of common stock a ~~convertible~~number ~~note~~of ~~payable~~shares ~~and~~of ~~has~~common ~~recorded~~stock aequal ~~gain~~to onfive (5) times the ~~extinguishment~~number of ~~debt~~shares inissuable on conversion of the ~~amount~~Warrant. As of ~~$76~~December 31,~~777;~~ ~~which~~2019, ~~consisted~~the ofCompany ~~principal~~is in ~~the~~technical ~~amount~~default of ~~$71,000~~its ~~and~~Reserve ~~$5,777~~requirement offor ~~interest~~the detached Warrant.

9During the twelve months ended December 31, 2019, no warrants were exercised. The warrant derivative liability as of December 31, 2019 and December 31, 2018 was $0 and $0, respectively. As of December 31, 2019, the remaining equivalent number of shares the Company would be required to issue under a cashless exercise of the Warrant ~~Liabilities~~is estimated to be 40,169,146 shares, which is based upon an exercise price of $0.00804.

~~The~~On March 13, 2017, the Company ~~estimates~~entered into an Agreement with an institutional Lender. On that date, the ~~fair~~Company ~~value~~issued ofto ~~each~~the ~~option~~Lender ~~award~~a onSecured Convertible Promissory Note in the ~~date~~principal amount of ~~grant~~$230,000; ~~using~~of which, the ~~Binomial~~Company ~~option~~has ~~valuation~~received ~~model~~$150,000 ~~that~~as ~~uses~~of December 31, 2017. (See Note 9) In connection with the ~~assumptions~~Financing, ~~noted~~and in addition to the ~~table~~Securities ~~below.~~Purchase ~~Because~~Agreement ~~Binomial~~and ~~option~~the ~~valuation~~Secured ~~models~~Convertible ~~incorporate~~Promissory ~~ranges~~Note, ofthe ~~assumptions~~Company ~~for~~issued ~~inputs,~~a ~~those~~Warrant ~~ranges~~(“Warrant ~~are~~2”) ~~disclosed.~~which ~~Expected~~grants ~~volatilities~~the ~~are~~right ~~based~~to purchase at any time on ~~the~~or ~~historical~~after ~~volatility~~March 13, 2017 and for a period of three years, a number of fully paid and non-assessable shares of the Company’s common stock equal to $57,500 divided by the Market Price as of the issue date. The ~~Company~~Market ~~uses~~Price ~~historical~~is ~~data~~the toconversion ~~estimate~~factor ~~option~~multiplied ~~exercise~~by ~~and~~the ~~employee~~average ~~termination~~of ~~within~~the three lowest closing bid prices during the ~~valuation~~twenty ~~model;~~trading ~~separate~~days ~~groups~~immediately preceding the applicable conversion. If the average of ~~employees~~the ~~that~~three ~~have~~lowest ~~similar~~closing ~~historical~~bid ~~exercise~~prices ~~behavior~~is ~~are~~below ~~considered~~$0.10, ~~separately~~then ~~for~~the ~~valuation~~conversion ~~purposes~~factor is permanently reduced by 10%. ~~The~~If ~~expected~~at ~~term~~any oftime ~~options~~the ~~granted~~Company is ~~derived~~not ~~from~~DTC eligible, then the ~~output~~conversion factor is further reduced by an additional 5%. At any time prior to the expiration date, the investor may elect a cashless exercise for any warrant shares equal to (i) the excess of the ~~option~~Current ~~valuation~~Market ~~model~~Value ~~and~~(Trade ~~represents~~Price times the ~~period~~number of ~~time~~exercise ~~that~~shares) ~~options~~over ~~granted~~the ~~are~~aggregate ~~expected~~Exercise toPrice beof ~~outstanding;~~the Exercise Shares, divided by (ii) the ~~range~~Adjusted ~~given~~Price ~~below~~(the ~~results~~lower ~~from~~of ~~certain~~the ~~groups~~Exercise Price of ~~employees~~$0.25 ~~exhibiting~~or ~~different~~Market ~~behavior~~Price). ~~During~~The Trade Price is the ~~year~~higher ~~ended~~of ~~December~~the ~~31,~~closing ~~2018,~~trade ~~management~~price ~~determined~~on the issue date or the VWAP of the stock for the trading day that is two trading days prior to exercise date. The conversion option and the ~~Company’s~~outstanding common stock ~~lacked~~warrants ~~liquidity~~on ~~and~~that ~~market~~date are classified as derivative liabilities at their fair value ~~and~~on ~~therefore~~the nodate ~~derivative~~of ~~liability~~issuance. ~~was~~Under ~~recorded~~ASC-815 the conversion options embedded in ~~association~~notes ~~with~~payable ~~these~~require ~~warrants~~liability classification because the note does not contain an explicit limit to the number of shares that could be issued upon settlement.

3432 Table of Contents

The ~~following~~Market ~~table~~Price, ~~sets~~as ~~forth~~calculated ~~common~~pursuant to the Warrant Agreement, was $1,097 per share ~~purchase~~with ~~warrants~~52 ~~outstanding~~being asthe resulting number of ~~December~~warrant shares at issuance. The relative fair value of the warrant at issuance was $0, resulting in no debt discount. The Company estimates the fair value at each reporting period using the Binomial Method. As of March 31, 2018:, management determined that the Company’s common stock lacked liquidity and market value and therefore no derivative liability was recorded in association with these warrants. As a result, the Company recorded a gain on the write-off of the fair value of the warrant in the amount of $2,779. Effective July 20, 2018, the warrant to purchase shares previously issued under the Convertible Promissory Note was terminated by the Warrant holder to facilitate the Company’s fundraising efforts.

	December 31, 2018			December 31, 2017
Warrants, January 1		122			--
Additions		---			122
Conversions		(4	)		---
Forfeitures		(52	)		---
Warrants, balance		66			122

9. Derivatives and Fair Value

				Weighted
				Average
				Exercise		Intrinsic
	Warrants			Price		Value
Outstanding, January 1		70		$	32.50	$	32.50
Warrants granted and issued		(4	)	$	1.63	$	4.70
Warrants forfeited		-		$	-	$	-
Outstanding, December 31		(66	)	$	7.74	$	7.66
Common stock issuable upon exercise of warrants		252,425		$	7.74	$	7.66

The Company evaluated the terms of the convertible notes, in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying is indexed to the Company’s common stock. The Company determined that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for the embedded conversion option. Since these notes contain conversion price adjustment provisions (i.e. down round, or ratchet provisions), the Company determined that the embedded conversion options met the definition of a derivative. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. The Company recognized a debt discount on the notes as a reduction (contra-liability) to the Convertible Notes Payable. The debt discounts are being amortized over the life of the notes. The Company recognized financing costs for charges by the lender for original issue discounts and other applicable administrative costs, normally withheld from proceeds, which are being amortized as finance costs over the life of the loan. The derivative values are calculated using the Binomial method.

Common Stock Issuable

Upon Exercise of

Upon Warrants

Warrants Outstanding

Exercisable

Weighted

Number

Average

Weighted

Number

Weighted

Outstanding

Remaining

Average

Exercisable

Average

Exercise

at December 31,

Contractual

Exercise

at December 31,

Exercise

Price

2018

Life (Years)

Price

2018

Price

1.30

252,425

0.70

7.74

252,425

7.74

As of December 31, 2019 and December 31, 2018, the Company had convertible notes payable outstanding in which the conversion rate was variable and undeterminable; however, the Company determined that there was no active market for the Company’s common stock and because of this lack of liquidity and market value, there was no derivative liability associated with the convertible notes. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any.

~~The~~ASC ~~warrants~~825-10 ~~convert~~defines atfair value as the exchange price that would be received for an asset or paid to transfer a ~~rate~~liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 825-10 also establishes a fair value hierarchy which requires an entity to maximize the use of $1observable inputs and minimize the use of unobservable inputs when measuring fair value.30 ~~per~~ASC ~~warrant~~825-10 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Observable inputs other than Level 1 prices, ~~based~~such onas aquoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted ~~rate~~cash flow methodologies, or similar techniques, as well as instruments for which the determination of ~~65%~~fair value requires significant judgment or estimation. The Company’s Level 3 liabilities consist of the ~~last~~derivative 20liabilities ~~trading~~associated ~~days~~with the convertible notes. At December 31, 2019 and December 31, 2018, all of the Company’s derivative liabilities were categorized as Level 3 fair value liabilities. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

OnLevel ~~July~~3 5,Valuation 2017, the Company entered into a Securities Purchase Agreement and related documents with an institutional accredited investor. On the Closing Date, the Company issued to Investor a Convertible Promissory Note in the principal amount of $175,000 in exchange for payment by Investor of $157,500. (See Note 8) In connection with the Financing, and in addition to the Securities Purchase Agreement and the Secured Convertible Promissory Note, the Company issued a Warrant (“Warrant 1”) which grants the investor the right to purchase at any time on or after each tranche, and for a period of five years thereafter, a number of fully paid and non-assessable shares of the Company’s common stock equal to the amount of each tranche received under the Note divided by $0.05, as adjusted from time to time pursuant to the terms and conditions of the Warrant. The conversion option and the outstanding common stock warrants on that date are classified as derivative liabilities at their fair value on the date of issuance. During the year ended December 31, 2017, the Company received a tranche of $35,000; resulting in the issuance of a warrant to purchase 70 shares of the Company’s common stock at $5,000 per share, resulting in an exercise value at issuance of $350,000. The relative fair value of the warrant at issuance was $12,565, which was recorded as a debt discount and amortized over the life of the note.Techniques

~~The~~Financial ~~Company~~assets ~~estimates~~are ~~the~~considered Level 3 when their fair ~~value~~values are determined using pricing models, discounted cash flow methodologies or similar techniques and at ~~each~~least ~~reporting~~one ~~period~~significant ~~using~~model ~~the~~assumption ~~Binomial~~or ~~Method~~input is unobservable. ~~During~~Level 3 financial liabilities consist of the ~~year~~derivative ~~ended~~liabilities ~~December~~for ~~31,~~which ~~2018,~~there ~~management~~is ~~determined~~no current market for these securities such that the ~~Company’s~~determination ~~common~~of ~~stock~~fair ~~lacked~~value ~~liquidity~~requires ~~and~~significant ~~market~~judgment ~~value~~or ~~and~~estimation. ~~therefore~~At nothe ~~derivative~~date ~~liability~~of ~~was~~the ~~recorded~~original intransaction, ~~association~~we ~~with~~valued ~~these~~the ~~warrants~~convertible ~~and~~note inthat ~~quarter~~contains ~~ending~~down ~~March~~round ~~31,~~provisions ~~2018~~using a Black-Scholes model, with the ~~Company~~assistance ~~recorded~~of a ~~gain~~valuation onconsultant, for which management understands the ~~write-off~~methodologies. ofThis model incorporates transaction details such as the ~~fair~~Company’s ~~value~~stock ofprice, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior. Using assumptions, consistent with the ~~warrant~~original invaluation, the ~~amount~~Company ofhas ~~$35,047~~subsequently used the Binomial model for calculating the fair value.

~~The~~33 ~~Warrant~~Table may be exercised in whole or in part at $5,000 per share, subject to anti-dilution adjustments set forth in the Agreement. If the Market Price is greater than the Exercise Price, the Warrant Holder may elect to receive Warrant shares pursuant to a cashless exercise. The Market Price means the highest traded price of the Company’s common stock during the twenty (20) trading days prior to the date of the respective Exercise Notice. A dilutive issuance occurs when the Company issues common stock at an effective price per share that is less than the then-current Exercise Price. In this event, the Exercise Price is adjusted to match the lowest price per share at which such Common Stock was issued or may be acquired in the dilutive issuance. Contents

The Company is required to reserve and keep available out of its authorized and unissued shares of common stock a number of shares of common stock equal to five (5) times the number of shares issuable on conversion of the Warrant10. AsEquity ~~of December 31, 2018, the Company will be in technical default of its Reserve requirement which is allocable between the Note and the detached Warrant. (see Note 8)~~

35Common ~~Table~~Shares ofissued ~~Contents~~for Cash

~~During~~In ~~the~~May ~~year ended December 31~~2019, ~~2018,~~ the ~~Warrant~~Company ~~Holder, in a cashless exercise, was~~ issued 620,~~033~~000 common shares ofto ~~common~~a ~~stock~~private ~~for~~investor anin ~~aggregate~~exchange ~~value~~for of $910,~~456. The warrant derivative liability as of December 31~~000, ~~2018~~or ~~and December 31, 2017 was~~ $0 ~~and $35,047, respectively~~.50 Asper of December 31, 2018, the remaining equivalent number of shares the Company would be required to issue under a cashless exercise of the Warrant is estimated to be 252,425 shares, which is based upon an exercise price of $1share.~~30.~~

OnCommon ~~March~~Shares ~~13, 2017, the Company entered into an Agreement with an institutional Lender. On that date, the Company~~ issued ~~to the Lender a Secured Convertible Promissory Note in the principal amount of $230,000; of which, the Company has received $150,000~~ as of December 31, 2017. (See Note 9) In connection with the Financing, and in addition to the Securities Purchase Agreement and the Secured Convertible Promissory Note, the Company issued a Warrant (“Warrant 2”) which grants the right to purchase at any time on or after March 13, 2017 and for a period of three years, a number of fully paid and non-assessable shares of the Company’s common stock equal to $57,500 divided by the Market Price as of the issue date. The Market Price is the conversion factor multiplied by the average of the three lowest closing bid prices during the twenty trading days immediately preceding the applicable conversion. If the average of the three lowest closing bid prices is below $0.10, then the conversion factor is permanently reduced by 10%. If at any time the Company is not DTC eligible, then the conversion factor is further reduced by an additional 5%. At any time prior to the expiration date, the investor may elect a cashless exercise for any warrant shares equal to (i) the excess of the Current Market Value (Trade Price times the number of exercise shares) over the aggregate Exercise Price of the Exercise Shares, divided by (ii) the Adjusted Price (the lower of the Exercise Price of $0.25 or Market Price). The Trade Price is the higher of the closing trade price on the issue date or the VWAP of the stock for the trading day that is two trading days prior to exercise date. The conversion option and the outstanding common stock warrants on that date are classified as derivative liabilities at their fair value on the date of issuance. Under ASC-815 the conversion options embedded in notes payable require liability classification because the note does not contain an explicit limit to the number of shares that could be issued upon settlement.Compensation

~~The~~On ~~Market~~February ~~Price~~14, as2020, ~~calculated pursuant to~~ the ~~Warrant~~Company ~~Agreement,~~issued ~~was $1~~500,~~097~~000 ~~per~~shares ~~share~~of ~~with~~common 52stock ~~being~~to ~~the~~its ~~resulting~~President ~~number~~and ofChief ~~warrant~~Executive ~~shares~~Officer atas ~~issuance.~~a ~~The~~performance ~~relative~~bonus ~~fair~~for ~~value of~~ the ~~warrant~~year atending ~~issuance~~December ~~was $0~~31, ~~resulting in no debt discount~~2019. The ~~Company~~shares ~~estimates~~were ~~the~~valued ~~fair value~~ at ~~each reporting period using the Binomial Method~~$1. ~~As of March 31~~65, ~~2018, management determined that~~ the ~~Company’s~~quoted ~~common stock lacked liquidity and~~ market ~~value~~price ~~and therefore no derivative liability was recorded in association with these warrants. As a result, the Company recorded a gain~~ on the ~~write-off~~date of ~~the~~issuance ~~fair~~and ~~value of~~ the ~~warrant~~Company inhas ~~the~~recorded ~~amount~~common ofstock ~~$2,779.~~payable ~~The warrant derivative liability~~ as of December 31, ~~2018~~2019 ~~and~~for ~~December~~a ~~31,~~value ~~2017~~of ~~was~~ $~~0 and $2~~825,~~779, respectively~~000. ~~Effective July 20, 2018, the warrant to purchase shares previously issued under the Convertible Promissory Note was terminated by the Warrant holder to facilitate the Company’s fundraising efforts.~~

On April 10, 2019, the Company entered into a Joint Venture Agreement with a third party for purposes of building a digital platform for real estate transactions. The ~~following~~parties ~~table~~have ~~indicates~~agreed that any projects undertaken jointly from which any funds are raised through the ~~fair~~joint ~~value~~venture shall be split 50% to the Company and 50% to the third party. For and in consideration of the ~~warrants~~services ~~recorded~~to bybe provided, the Company has issued 1,250,000 shares of common stock. The shares were valued at $0.55, the quoted market price on the date of issuance, or $687,500. On June 5, 2019, the Company and Consultant mutually agreed to terminate the Agreement and the shares issued by the Company to the Consultant were returned and cancelled.

	Amount		Factor		Warrant Shares		Stock Price on Date of Grant		Fair Value at Issuance		Fair Value as of December 31, 2017
Warrant 1	$	35,000	$	500		70	$	300	$	12,565	$	32,268
Warrant 2	$	57,500	$	1,097		52	$	900	$	-0-	$	2,779
Total	$	92,500				122			$	12,565	$	35,047

On April 10, 2019, the Company entered into a Consulting Agreement with a third party for purposes of establishing a real estate management division and or real estate holdings which will be operated as a division of the Company. The Company has agreed to dedicate a minimum of thirty-three percent (33%) of all funds received by the Company to the new division. The term of the Agreement is for a period of twelve months and is automatically extended for successive three-month terms. For and in consideration of the services to be provided, the Company has issued 1,250,000 shares of common stock. The shares were valued at $0.55, the quoted market price on the date of issuance, or $687,500. On June 5, 2019, the Company and Consultant mutually agreed to terminate the Agreement and the shares issued by the Company to the Consultant were returned and cancelled.

10In March 2019, the Company issued 15,000,000 shares of common stock to its President and Chief Executive Officer pursuant to the terms of his employment agreement. ~~Derivatives~~The shares were issued for purposes of maintaining voting control of the Company and ~~Fair~~were ~~Value~~valued at $0.50, the quoted market price on the date of issuance, or $3,000,000.

~~The~~On ~~Company~~January ~~evaluated the terms of the convertible notes~~23, ~~in accordance with ASC Topic No. 815 - 40~~2018, ~~Derivatives~~ ~~and Hedging - Contracts in Entity’s Own Stock and determined that~~ the ~~underlying~~Company isissued ~~indexed~~10,000 toshares ~~the~~of ~~Company’s~~its common stock. ~~The~~to ~~Company~~sole ~~determined~~officer ~~that the conversion features meet the definition of a liability~~ and ~~therefore~~director, ~~bifurcated~~Robert ~~the~~DeAngelis, ~~conversion~~as ~~feature~~his ~~and~~2017 ~~accounted~~annual ~~for~~bonus itper ashis aemployment ~~separate derivative liability~~agreement. The ~~Company~~annual ~~evaluated~~bonus, ~~the~~if ~~conversion~~any, ~~feature~~is ~~for~~determined ~~the~~and ~~embedded~~paid ~~conversion~~in ~~option.~~accordance ~~Since~~with ~~these~~policies ~~notes~~set ~~contain~~from ~~conversion~~time ~~price~~to ~~adjustment~~time ~~provisions~~by ~~(i.e.~~the ~~down~~Board ~~round,~~ or ~~ratchet provisions)~~Directors, ~~the~~in ~~Company~~its ~~determined~~sole ~~that the embedded conversion options met the definition of a derivative~~discretion. The ~~effective~~Board’s ~~conversion~~policy ~~price~~has ~~was~~been ~~compared~~ to base the ~~market~~stock price onfor ~~the~~such ~~date~~issuances ofupon the ~~note~~average ~~and~~of ~~was deemed to be less than~~ the ~~market~~closing ~~value~~price of ~~underlying common stock at~~ the ~~inception~~preceding of10 ~~the~~trading ~~note.~~days ~~The~~as ~~Company~~reported ~~recognized a debt discount~~ on ~~the~~OTC ~~notes~~Markets aswebsite, awhich ~~reduction~~was ~~(contra-liability) to the Convertible Notes Payable~~$33.00; ~~The~~rendering ~~debt discounts are being amortized over~~ the ~~life~~value of the ~~notes.~~preferred ~~The~~issued ~~Company~~as ~~recognized~~$330,000. ~~financing~~Since ~~costs for charges by~~ the ~~lender~~Company’s ~~for~~closing ~~original~~stock ~~issue~~price ~~discounts~~on ~~and~~the ~~other~~date ~~applicable~~of ~~administrative~~grant ~~costs,~~was ~~normally~~also ~~withheld from proceeds~~$33.00, ~~which are being amortized as finance costs over~~ the ~~life~~Company ofwill ~~the~~not ~~loan.~~recognize ~~The~~any ~~derivative~~associated ~~values~~discounts ~~are~~or ~~calculated~~benefits ~~using~~associated with the ~~Binomial~~shares ~~method~~issued.

36Common ~~Table~~Shares issued for Repayment of ~~Contents~~Notes

~~During~~In ~~the years ended~~ December 312019, ~~2018 and December 31, 2017,~~ the Company ~~had~~approved ~~convertible notes payable outstanding in which~~ the ~~conversion~~issuance ~~rate~~of ~~was variable and undeterminable; however~~726,100 ~~the~~shares ~~Company~~of ~~determined that there was no active market for the Company’s~~ common stock ~~and~~in ~~because~~satisfaction of ~~this~~$4,608 ~~lack~~in ofaccrued ~~liquidity~~interest and ~~market~~$500 ~~value,~~in ~~there~~conversion ~~was~~fees noon ~~derivative~~a ~~liability associated with the~~ convertible ~~notes~~note payable. ~~The~~As ~~Company uses judgment in determining the fair value~~ of ~~derivative~~December ~~liabilities~~31, at2019, the ~~date~~shares ofwere ~~issuance~~not ~~and~~yet atissued ~~every~~by ~~balance sheet thereafter and in determining which valuation method is most appropriate for~~ the ~~instrument,~~Company’s ~~the~~transfer ~~expected~~agent; ~~volatility,~~therefore the ~~implied~~Company ~~risk-free~~has ~~interest~~recorded ~~rate,~~common asstock ~~well~~payable asin the ~~expected~~amount ~~dividend~~of ~~rate~~$5, ~~if any~~108. The ~~derivate~~Company ~~liability~~will ~~that~~record ~~had~~the ~~previously~~issuances ~~been~~at ~~recognized was recorded as a gain through~~ the ~~change~~contract ~~in fair~~ value, ofat ~~derivative liability on~~ the ~~statement~~date of ~~operations~~exchange, asoff-setting ofaccrued ~~December 31, 2017~~interest.

~~ASC~~In ~~825-10~~August ~~defines~~2019, ~~fair value as~~ the ~~exchange~~Company ~~price~~issued ~~that~~30,000 ~~would~~shares beof ~~received~~common ~~for~~stock, ~~an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market~~ for ~~the asset or liability in an orderly transaction between market participants on the measurement date. ASC 825-10 also establishes~~ a ~~fair~~ value ~~hierarchy which requires an entity to maximize the use~~ of ~~observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 describes three levels of inputs that may be used to measure fair value: Level~~ $1,050 ~~- Quoted prices~~ in ~~active~~satisfaction markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of ~~the~~$550 ~~assets~~in orprincipal ~~liabilities;~~ and ~~Level~~$500 ~~3 -~~in ~~Unobservable~~conversion ~~inputs~~fees ~~that~~on ~~are~~a ~~supported~~convertible bynote little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimationpayable. The Company’s ~~Level~~recorded ~~3 liabilities consist of~~ the ~~derivative~~issuances ~~liabilities~~at ~~associated with~~ the ~~convertible~~contract ~~notes. At December 31~~value, ~~2018~~at ~~and~~the ~~December~~date ~~31, 2017, all~~ of the Company’s derivative liabilities were categorized as Level 3 fair value liabilities. If the inputs used to measure the financial assets and liabilities fall within more than one level described aboveexchange, ~~the~~off-setting ~~categorization is based on~~ the ~~lowest~~notes ~~level input that is significant to the fair value measurement of the instrument~~payable.

~~Level~~In 3January ~~Valuation~~2019, ~~Techniques~~the Company issued 2,500 shares of common stock, for a value of $2,000 in satisfaction of $1,500 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting accrued interest.

~~Financial~~In ~~assets~~January ~~are~~2019, ~~considered~~the ~~Level~~Company 3issued ~~when their fair values are determined using pricing models~~2,400 ~~discounted~~shares ~~cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial liabilities consist~~ of ~~the~~common ~~derivative~~stock, ~~liabilities~~ for ~~which~~a ~~there~~value isof no$1,920 ~~current~~in ~~market~~satisfaction ~~for these securities such that the determination~~ of ~~fair~~$1,420 ~~value~~in ~~requires~~principal ~~significant~~and ~~judgment~~$500 ~~or estimation. At the date~~ of ~~the~~conversion ~~original~~fees ~~transaction,~~on wea ~~valued the~~ convertible note ~~that contains down round provisions using a Black-Scholes model, with the assistance of a valuation consultant, for which management understands the methodologies~~payable. ~~This~~The ~~model~~Company ~~incorporates~~recorded ~~transaction details such as~~ the ~~Company’s~~issuances ~~stock~~at ~~price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior. Using assumptions, consistent with~~ the ~~original~~contract ~~valuation~~value, ~~the~~at ~~Company has subsequently used~~ the ~~Binomial~~date ~~model~~of ~~for~~exchange, ~~calculating~~off-setting ~~the~~accrued ~~fair value~~interest.

~~The~~34 ~~table~~Table ~~below provides a summary~~ of the changes in fair value, including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2018 and 2017, respectively.Contents

Fair Value Measurements using inputs
	December 31, 2018		December 31, 2017
Balance, January 1,	$	---	$	699,090
(Gain)/Loss on change in fair value realized and included in net loss		---		533,074
Gain on write-off of derivative liability		---		(1,232,164	)
Balance	$	---	$	---

During the year ended December 31, 2018, the Company issued 25,044 shares of common stock, for a value of $80,251 in satisfaction of $33,541 principal, $38,210 accrued interest, and $8,500 in conversion fees on its convertible notes payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

~~11.~~Preferred ~~Equity~~ Stock

~~Stock~~On ~~Subscriptions~~March 1, 2018, the Company issued 449,065 shares of the Company’s non-convertible Series A Preferred Shares, with a par value of $0.0001 and with an initial liquidation preference of $200 per share pursuant to its amended and restated Articles on July 26, 2016, at a price of $200 per share, to its sole director and chief executive officer in exchange for $112,266 of accrued compensation. The Company valued the transaction at $8,981 and recognized the difference in fair value to additional paid in capital.

~~On January 13, 2017, the Company issued 1 common share for cash. Consideration to the Company was $5,000, or $5,000 per share.~~Warrants

~~Stock~~On ~~Compensation~~the July 10, 2017, and in connection with a Securities Purchase Agreement and a Secured Convertible Promissory Note, the Company issued a Warrant which grants the investor the right to purchase at any time on or after July 10, 2017, and for a period of five years thereafter, a number of fully paid and non-assessable shares of the Company’s common stock equal to the amount of the tranche received under the Note divided by $500. The conversion price is $5000, as adjusted from time to time pursuant to the terms and conditions of the Warrant. As of December 31, 2017, the Company received a tranche of $35,000; resulting in the issuance of a warrant to purchase 70 shares of the Company’s common stock. The relative fair value of the warrant at issuance was $12,565. The Company estimates the fair value at each reporting period using the Binomial Method. For the twelve months ended December 31, 2019, management determined that the Company’s common stock lacked liquidity and market value and therefore no derivative liability was recorded in association with these warrants. The warrant derivative liability as of December 31, 2019 and 2018 was $0 and $0, respectively. During year ended December 31, 2018, the Warrant Holder, in a cashless exercise, was issued 6,033 shares of common stock for an aggregate value of $9,456 pursuant to anti-dilution terms of the Warrant that adjusted the conversion price.

On the March 113, ~~2018~~2017, and in connection with a Securities Purchase Agreement and a Secured Convertible Promissory Note, the Company issued 45a Warrant which grants the investor the right to purchase at any time on or after March 13, 2017, and for a period of three years thereafter, a number of fully paid and non-assessable shares of the Company’s ~~Series~~common Astock ~~Preferred~~equal ~~Shares~~to $57,500 divided by the Market Price as of March 13, 2017. The Market Price, as calculated pursuant to ~~its~~the ~~sole~~Warrant ~~director~~Agreement, ~~and~~was ~~chief~~$1,097 ~~executive~~per ~~officer~~share ~~for~~with a52 being the resulting number of warrant shares at issuance. The relative fair value of the warrant at issuance was $~~112~~47,~~266~~174, orresulting in a debt discount equal to $210,~~500~~326 ~~per~~which ~~share~~will be amortized over the life of the Warrant. The Company estimates the fair value at each reporting period using the Binomial Method. Made effective on July 20, 2018, the warrant to purchase shares previously issued under the Convertible Promissory Note was ~~recorded~~terminated ~~against~~by ~~his~~the ~~accrued~~Warrant ~~compensation~~holder ~~payable~~to facilitate the Company’s fundraising efforts.

~~37 Table of Contents~~Other

OnDuring ~~January~~the ~~23,~~twelve ~~2018,~~months ~~the~~ended ~~Company~~December ~~issued 1~~31,~~000~~ ~~shares~~2019 ~~of its common stock to sole officer~~ and ~~director~~2018, ~~Robert DeAngelis, as his 2017 annual bonus per his employment agreement. The annual bonus, if any, is determined and paid in accordance with policies set from time to time by~~ the ~~Board~~Company orrecorded ~~Directors,~~ in-kind ~~its~~contributions ~~sole discretion. The Board’s policy has been to base the stock price~~ for ~~such~~rent ~~issuances~~expense ~~upon~~in the ~~average~~amount of ~~the closing price of the preceding 10 trading days as reported on OTCMarkets website, which was~~ $~~33.00; rendering the value of the preferred issued as $330~~1,~~000.~~200 ~~Since~~and ~~the Company’s closing stock price on the date of grant was also~~ $~~33.00~~1,200, ~~the Company will not recognize any associated discounts or benefits associated with the shares issued~~respectively.

OnAmendment ~~July 3, 2017, the Company’s Board of Directors authorized the issuance of 3,000 shares~~ to the ~~Company’s~~Articles ~~Chief Executive Officer as a performance bonus pursuant to his employment agreement. The shares were valued at $300, the quoted market price on the date~~ of ~~issuance, or $900,000.~~Incorporation

OnPursuant ~~June~~to 7,a ~~2017~~written consent in lieu of a meeting, ~~the~~dated ~~Company~~January ~~issued~~21, ~~200~~2019, ~~shares~~the ~~pursuant~~Board approved to aamend ~~Service~~our ~~Agreement~~Articles ~~entered~~of ~~into~~Incorporation onto ~~that~~(i) ~~date~~effect a 1-for-10,000 ~~investor~~reverse ~~relation~~stock ~~services.~~split ~~The~~of our issued and outstanding shares ~~were~~of ~~valued~~Common atStock, par value $~~500~~0.00001 per share, ~~the~~and ~~closing~~(ii) ~~market~~decrease ~~price~~the onamount ~~the~~of ~~date~~authorized shares of ~~issuance,~~Common orStock ~~$100,000~~from 9.999 Onbillion ~~July 6~~(9, ~~2017~~999,000,000) prior to the ~~Company~~Reverse ~~terminated~~Stock ~~the~~Split ~~investor~~to ~~relation~~200 ~~agreement~~million (200,000,000). The ~~common~~Company ~~shares~~has ~~issued~~retro-actively inapplied ~~this~~the ~~transaction~~reverse ~~will~~stock ~~remain~~split ~~issued~~made ~~and~~effective ~~outstanding~~on ~~and~~March ~~the~~1, ~~corresponding~~2019 ~~value~~to ofshare ~~$100,000~~and ~~was~~per ~~recorded~~share toamounts ~~compensation~~on ~~expense~~these financial statements.

OnAs ~~May~~of 8December 31, ~~2017~~2019, the ~~Company~~total ~~issued~~number ~~115~~of shares inthis ~~consideration~~corporation ofis ~~financing~~authorized ~~received~~to byissue ~~the~~is ~~Company.~~200,000,000 ~~The~~(two-hundred ~~shares were valued at $550~~million), ~~the~~allocated ~~quoted~~as ~~market~~follows ~~price~~among onthese ~~the~~classes ~~date~~and series of ~~issuance, or $63,415.~~stock:

On January 18, 2017, the Company issued 1 share pursuant to a Consulting Agreement entered into on that date. The consultant was engaged to perform research related to hemp processing in the State of Florida. The share was valued at $32,000 per share, the closing market price on the date of issuance, or $32,000. These services were completed prior to March 31, 2018 and as a result the entire amount was recorded as compensation expense.

Designation	Par value		Shares Authorized
Common	$	0.00001		199,000,000
Preferred Stock Class, Series A	$	0.0001		500,000
Preferred Stock Class, Series B	$	0.0001		500,000

~~Stock~~11. ~~Issued~~Commitments ~~for Debt~~ and ~~Interest~~Contingencies

InFrom ~~August~~time ~~2018,~~to time the Company ~~issued~~may ~~2,393~~be ~~shares~~a ofparty ~~common~~to ~~stock~~litigation inmatters ~~connection~~involving ~~with~~claims aagainst ~~Securities~~the ~~Purchase~~Company. ~~Agreement~~Management ~~and~~believes athat ~~Secured~~there ~~Convertible~~are ~~Promissory~~no ~~Note~~known ~~that~~or ~~granted~~potential ~~the~~matters ~~investor~~that awould ~~Warrant~~have toa ~~purchase~~material ~~shares~~effect ofon the Company’s ~~common~~financial ~~stock.~~position ~~The shares were issued in a cashless exercise and were valued at $3,350,~~ or ~~$1.40~~results ~~per~~of ~~share~~operations.

In35 ~~June~~Table ~~2018, the Company issued 1,800 shares~~ of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Contents

InThe ~~June 2018, the~~ Company’s ~~issued~~operations ~~2,195~~are ~~shares~~subject ofto ~~common~~significant ~~stock~~risks inand ~~connection~~uncertainties ~~with~~including afinancial, ~~Securities~~operational ~~Purchase Agreement~~ and aregulatory ~~Secured~~risks, ~~Convertible~~including ~~Promissory Note that granted~~ the ~~investor~~potential arisk ~~Warrant to purchase shares~~ of ~~the~~business ~~Company’s common stock~~failure. ~~The shares were issued in a cashless exercise and were valued at $3,073, or $1.40 per share.~~

InThere ~~May~~were ~~2018,~~no ~~the~~operating ~~Company~~or ~~issued~~capital ~~1,522~~lease ~~shares~~commitments ofas ~~common stock, for a value~~ of ~~$2,640~~December ~~in satisfaction of $2~~31,~~140~~ in2019 ~~interest~~ and ~~$500~~December ~~of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value~~31, ~~at the date of exchange, off-setting the notes payable and accrued interest~~2018.

~~In May 2018, the Company issued 1,523 shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable~~12. ~~The~~Income ~~Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.~~Tax

InThe ~~May~~Company ~~2018,~~accounts for income taxes under the ~~Company~~Financial ~~issued~~Accounting 1Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740,~~749~~ ~~shares~~Income ofTaxes ~~common~~(“ASC ~~stock~~740”). Under ASC 740, deferred tax assets and liabilities are recognized for athe ~~value~~future oftax ~~$2,640~~consequences inattributable ~~satisfaction~~to ofdifferences ~~$2,140~~between inthe ~~interest~~financial ~~and~~statement ~~$500~~carrying amounts of ~~conversion~~existing ~~fees~~assets onand aliabilities ~~convertible~~and ~~note~~their ~~payable~~respective tax bases. ~~The~~Deferred ~~Company~~tax ~~recorded~~assets ~~the~~and ~~issuances~~liabilities atare ~~the~~measured ~~contract~~using ~~value,~~enacted attax ~~the~~rates ~~date~~expected ofto ~~exchange,~~apply ~~off-setting~~to taxable income in the ~~notes~~years ~~payable~~in ~~and~~which ~~accrued~~those ~~interest~~temporary differences are expected to be recovered or settled.

InThe ~~May~~federal ~~2018,~~income ~~the~~tax ~~Company~~rate ~~issued 1,908 shares of common stock,~~ for acorporations ~~value~~is of21% ~~$2,640~~at inyears ~~satisfaction~~ending ofDecember $231,~~140~~ in2019 ~~interest~~ and ~~$500~~2018 ofand ~~conversion fees on a convertible note payable. The Company recorded~~ the ~~issuances~~blended attax ~~the~~rate ~~contract~~for ~~value, at~~ the ~~date~~Company ofis ~~exchange~~24.3%, ~~off-setting the notes payable and accrued interest~~respectively.

In May 2018, the Company issued 2,003 shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

	December 31,
	2019			2018
Income tax provision (benefit) at statutory rate of 21%	$	(890,000	)	$	(148,000	)
State taxes at 3.3%, net of federal benefit		(140,000	)		(23,000	)
Non-deductible items		929,000			80,000
Subtotal		(101,000	)		(91,000	)
Change in valuation allowance		101,000			91,000
Income Tax Expense	$	-		$	-

Net deferred tax assets and liabilities were comprised of the following:
Net Operating Losses	$	1,908,000		$	1,807,000
Valuation allowance		(1,908,000	)		(1,807,000	)
Deferred tax asset, net	$	-		$	-

38As ~~Table~~of December 31, 2019, the Company has estimated tax net operating loss carry-forwards of ~~Contents~~approximately $7.8 million, which can be utilized or expire beginning in 2037. The change in the blended rate reduced the net operating loss carry-forward deferred tax asset by $101,000. Utilization of these losses may be limited in accordance with IRC Section 382 in the event of certain ownership shifts.

InAs ~~May~~of ~~2018~~December 31, 2019, the Company ~~issued~~has ~~1,329~~estimated ~~shares~~tax net operating loss carry-forwards of ~~common~~approximately ~~stock~~$7.8 million, ~~for~~which acan ~~value~~be ofutilized ~~$2,640~~or expire beginning in ~~satisfaction~~2037. ofThe ~~$2,140~~change in ~~interest~~the ~~and~~blended ~~$500~~rate ofreduced ~~conversion~~the ~~fees~~net onoperating aloss ~~convertible~~carry-forward ~~note~~deferred ~~payable.~~tax ~~The~~asset ~~Company~~by ~~recorded~~$101,000. ~~the~~Utilization ~~issuances~~of atthese ~~the~~losses ~~contract~~may ~~value,~~be atlimited ~~the~~in ~~date~~accordance ofwith ~~exchange,~~IRC ~~off-setting~~Section 382 in the ~~notes~~event ~~payable~~of ~~and~~certain ~~accrued~~ownership ~~interest~~shifts.

~~In May 2018, the Company issued 550 shares of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable~~13. ~~The~~Subsequent ~~Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.~~Events

InThe ~~May 2018, the~~ Company ~~issued~~has ~~1,444~~evaluated ~~shares~~all ofevents ~~common~~that ~~stock~~occur inafter ~~connection~~the ~~with~~balance asheet ~~Securities~~date ~~Purchase~~through ~~Agreement and a Secured Convertible Promissory Note that granted~~ the ~~investor~~date awhen ~~Warrant to purchase shares of~~ the ~~Company’s~~financial ~~common~~statements ~~stock. The shares~~ were issued into adetermine ~~cashless~~if ~~exercise~~they ~~and~~must ~~were~~be ~~valued at $3,033, or $2~~reported.~~10 per share.~~

InOn ~~May~~January ~~2018~~7, ~~the~~2020, ~~Company issued 1~~100,~~500~~000 shares of the Company’s common stock, ~~for~~were aissued ~~value~~to ofits ~~$2,640~~President inand ~~satisfaction~~Chief ofExecutive ~~$2,140~~Officer inpursuant ~~interest~~to ~~and~~the ~~$500~~Plan of ~~conversion~~Share ~~fees~~Exchange onAgreement aoriginally ~~convertible~~entered ~~note~~into ~~payable.~~on ~~The~~December ~~Company~~27, ~~recorded~~2019 ~~the~~with ~~issuances~~Florida atBeauty ~~the~~Express, ~~contract~~Inc., ~~value~~Florida Beauty Flora, atInc., ~~the~~Floral ~~date~~Logistics of ~~exchange~~Miami, ~~off-setting~~Inc., ~~the~~Floral ~~notes~~Logistics ~~payable~~of California, Inc., and ~~accrued~~Tempest ~~interest~~Transportation Inc.

InOn ~~April~~January ~~2018~~13, 2020, we entered into an Amended Agreement and Plan of Share Exchange Agreement (the ~~Company~~“Agreement”) ~~issued~~by 1and Amongst,~~261~~ ~~shares~~REAC ofGroup, ~~common~~Inc. ~~stock~~(“REAC”) and Florida Beauty Express, ~~for~~Inc., aFlorida ~~value~~Beauty Flora, Inc., Floral Logistics of $2Miami,~~640~~ inInc., ~~satisfaction~~Floral Logistics of $2California,~~140~~ Inc., Tempest Transportation Inc. (the “Companies”). The Agreement is for the exchange of 100% of the outstanding shares of the Companies in ~~interest~~exchange for 15,015,002 shares of REAC Common Stock and $500,000 shares of ~~conversion~~REAC ~~fees~~Series onA aPreferred ~~convertible~~Stock. ~~note~~The ~~payable~~Agreement also states that the Mr. ~~The~~Robert ~~Company~~DeAngelis ~~recorded~~will return to the ~~issuances~~REAC atTreasury all of the ~~contract~~shares ~~value~~that he currently controls, atin ~~the~~return ~~date~~for $350,000, to be paid as follows: $100,000 shall be paid in cash within three (3) days of ~~exchange~~closing by wired funds to Robert DeAngelis, ~~off-setting~~(the “Closing Cash”), and the ~~notes~~remaining $150,000 will be payable in $75,000 installments for the first two quarters after closing (March 31, 2020 and ~~accrued~~June ~~interest~~30, 2020 respectively) and Mr. DeAngelis will also receive 100,000 shares of common stock, that will be valued at $1.00 per share, respectively. As part of the Agreement, Mr. Robert DeAngelis will also resign and appoint new officers and directors as to be chosen by the Companies.

In36 ~~April~~Table ~~2018, the Company issued 1,259 shares~~ of common stock, for a value of $2,640 in satisfaction of $2,140 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Contents

InOn ~~April~~February ~~2018~~3, 2020, the Company ~~issued~~entered ~~1,261~~into ~~shares~~a ofSenior ~~common~~Convertible ~~stock,~~Promissory ~~for~~Note ain ~~value~~the amount of $2277,~~640~~750 inand ~~satisfaction~~the Company authorized the disbursement of $2the proceeds to Florida Beauty Flora,~~140~~ inInc. The Note bears interest ~~and~~at ~~$500~~a rate of ~~conversion~~12% ~~fees~~and onmatures aone ~~convertible~~year ~~note~~from ~~payable~~the purchase date. The ~~Company~~Note ~~recorded~~is convertible into shares of the ~~issuances~~Company’s common stock at a conversion price equal to 50% multiplied by the ~~contract~~lowest ~~value~~trading price during the previous twenty-five (25) days. At any time during the period beginning on the Issue Date and ending on the last Trading Day immediately preceding the Maturity Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note and subject to the Holder’s written consent at the ~~date~~time of ~~exchange~~such prepayment, ~~off-setting~~to prepay the ~~notes~~outstanding ~~payable~~Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 150%, multiplied by the sum of the then outstanding principal amount of this Note, plus accrued and unpaid interest on the unpaid principal amount of the Note, plus Default Interest, if any.

InOn ~~April~~February ~~2018~~14, 2020, the Company issued 1500,~~449~~000 shares of common stock, ~~for~~to aits ~~value~~President ofand ~~$2,640~~Chief inExecutive ~~satisfaction~~Officer ofas ~~$2,140~~a inperformance ~~interest~~bonus ~~and~~for ~~$500~~the ofyear ~~conversion~~ending ~~fees~~December on31, ~~a convertible note payable~~2019. The ~~Company~~shares ~~recorded~~were ~~the~~valued ~~issuances~~ at the ~~contract~~quoted ~~value,~~market atprice on the date of ~~exchange, off-setting the notes payable and accrued interest~~issuance.

InOn ~~March~~February ~~2018~~25, 2020, the Company issued 1,~~100~~000,000 shares of common stock, ~~for~~to aits ~~value~~President ~~of $2,640 in satisfaction of $2,140 in interest~~ and ~~$500~~Chief ofExecutive ~~conversion~~Officer ~~fees~~as on a ~~convertible~~performance ~~note~~bonus ~~payable~~for 2020. The ~~Company~~shares ~~recorded~~were ~~the~~valued ~~issuances~~ at the ~~contract~~quoted ~~value,~~market atprice on the date of ~~exchange, off-setting the notes payable and accrued interest~~issuance.

InOn ~~February~~April ~~2018~~13, 2020, we entered into a second Amended Agreement and Plan of Share Exchange Agreement that was originally entered into on December 26, 2019 (the ~~Company~~“Agreement”) ~~issued~~by 1and Amongst,~~989~~ ~~shares~~REAC Group, Inc. (“REAC”) and Florida Beauty Express, Inc., Florida Beauty Flora, Inc., Floral Logistics of ~~common~~Miami, ~~stock~~Inc., Floral Logistics of California, Inc., Tempest Transportation Inc. (the “Companies”) and Companies shareholders. The Agreement is for athe ~~value~~exchange of ~~$17~~100% of the outstanding shares of the Companies in exchange for 15,015,002 shares of REAC Common Stock and 500,000 inshares ~~satisfaction~~of REAC Series A Preferred Stock. The Conditions to the Agreement have been satisfied and fully closed, and the Companies are now wholly-owned subsidiaries of REAC. The Agreement also states that Mr. Robert DeAngelis will return to the REAC Treasury all of the shares that he currently controls, in return for $14350,~~507~~000, to be paid as follows: $100,000 shall be paid in ~~principal~~cash within three (3) days of closing by wired funds to Robert DeAngelis, (the “Closing Cash”), the Closing Cash has been paid, and the remaining $2150,~~993~~000 will be payable in ~~interest~~$75,000 oninstallments afor ~~convertible~~the ~~note~~first ~~payable~~two quarters after closing (April 30, 2020 (of which $12,000 has been paid) and June 30, 2020 respectively) and Mr. ~~The~~DeAngelis ~~Company~~will ~~recorded~~also ~~the~~receive ~~issuances~~100,000 atshares ~~the~~of ~~contract~~common ~~value~~stock, that will be valued at ~~the~~$1.00 ~~date~~per share, respectively. As part of ~~exchange~~the Agreement, ~~off-setting~~Mr. Robert DeAngelis will also resign and appoint new officers and directors as to be chosen by the ~~notes~~Companies. ~~payable~~The Company plans to bring Mr. DeAngelis back as a consultant and ~~accrued~~/ ~~interest~~or an advisor, but no agreements have been made to do so, at this time.

InThe ~~February 2018~~15, ~~the Company issued 1~~015,~~125~~002 shares of ~~common~~Common ~~stock,~~Stock ~~for a value of $11,250 in satisfaction of $10,696 in principal~~ and ~~$554 in interest on a convertible note payable. The Company recorded the issuances at the contract value~~500,000 atshares ~~the date~~ of ~~exchange,~~Preferred ~~off-setting~~Stock ~~the~~will ~~notes~~be ~~payable~~distributed ~~and~~as ~~accrued~~described ~~interest.~~below:

InCommon February 2018, the Company issued 1,000 shares of common stock, for a value of $4,000 in satisfaction of $1,826 in principal, $1,674 in interest, and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Stock

In January 2018, the Company issued 467 shares of common stock, for a value of $6,541 in satisfaction of $6,041 in principal and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.

Shares to Issue	Shareholder
1,876,875	Efrat Afek
1,876,875	Ralph Milman
3,753,751	Ronan Koubi
3,003,000	The Q Trust
2,552,551	Ronald Minsky
1,951,950	The Apollo Family Trust

InSeries ~~January~~A ~~2018,~~Preferred the Company issued 250 shares of common stock, for a value of $4,000 in satisfaction of $471 in principal, $3,029 in interest, and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable and accrued interest.Stock

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Shares to Issue	Shareholder
62,500	Ralph Milman
62,500	Efrat Afek
125,000	Ronan Koubi
105,000	The Q Trust
80,000	Ronald Minsky
65,000	The Apollo Family Trust

InThe ~~November~~Agreement ~~2017,~~may ~~the~~be ~~Company issued an aggregate of 500 shares of common stock~~terminated, ~~for a value of $5,000 in satisfaction of $4,859 in principal~~ and ~~$141~~the inAcquisition ~~interest~~contemplated onherein amay ~~convertible~~be ~~note~~abandoned ~~payable.~~at ~~The~~any ~~Company~~time ~~recorded~~prior ~~the~~to ~~issuances at~~ the ~~contract~~Effective ~~value~~Time, atwhether ~~the~~before ~~date~~or ofafter ~~exchange,~~stockholder ~~off-setting~~approval ~~the~~thereof ~~notes~~by ~~payable,~~either ~~accrued~~Acquiror ~~interest~~or ~~and~~ the ~~recorded derivative liability~~Companies.

In37 ~~November~~Table ~~2017, the Company issued an aggregate~~ of 311 shares of common stock, for a value of $11,213 in satisfaction of $461 in principal and $10,753 in interest on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the notes payable, accrued interest and the recorded derivative liability.Contents

InOn ~~November~~April ~~2017~~16, 2020, the Company issued an400,000 ~~aggregate of 388~~ shares of common stock, ~~for~~to aits ~~value~~President ofand ~~$3,880~~Chief inExecutive ~~satisfaction~~Officer ofpursuant ~~$2,891~~to inthe ~~principal~~terms ~~and~~of ~~$989~~his inemployment ~~interest on a convertible note payable~~agreement. The ~~Company~~shares ~~recorded~~were ~~the~~issued ~~issuances~~as ata ~~the~~performance ~~contract~~bonus ~~value,~~foe at2020 ~~the~~and ~~date~~were ofvalued ~~exchange,~~at ~~off-setting~~ the ~~notes~~quoted ~~payable,~~market ~~accrued~~price ~~interest~~on ~~and~~ the ~~recorded~~date ~~derivative~~of ~~liability~~issuance.

InOn ~~October~~April ~~2017~~23, 2020, the Company issued an2,000,000 ~~aggregate of 369~~ shares of common stock, ~~for~~to aits ~~value~~President ofand ~~$31,000~~Chief inExecutive ~~satisfaction~~Officer ofpursuant ~~$30,519~~to inthe ~~principal~~terms ~~and~~of ~~$481~~his inemployment ~~interest on a convertible note payable~~agreement. The ~~Company~~shares ~~recorded~~were ~~the~~issued ~~issuances~~as ata ~~the~~performance ~~contract~~bonus ~~value,~~doe at2020 ~~the~~and ~~date~~were ofvalued ~~exchange,~~at ~~off-setting~~ the ~~notes~~quoted ~~payable,~~market ~~accrued~~price ~~interest~~on ~~and~~ the ~~recorded~~date ~~derivative~~of ~~liability~~issuance.

InEffective ~~October~~June ~~2017~~22, ~~the~~2020, ~~Company~~Robert ~~issued~~DeAngelis ~~388~~resigned ~~shares~~from ofhis ~~common~~position ~~stock,~~as ~~for~~President aand ~~value~~Chief ofExecutive ~~$3,880~~Officer inand ~~satisfaction~~as a member of ~~$3,880~~the inboard ~~interest~~of ondirectors aof ~~convertible~~REAC ~~note~~Group, ~~payable~~Inc. ~~The~~Ronen ~~Company~~Koubi ~~recorded~~will ~~the~~be ~~issuances~~appointed at the ~~contract~~new ~~value,~~CEO. atRonen ~~the~~Koubi ~~date~~is ~~of exchange, off-setting~~ the ~~notes~~President ~~payable,~~and ~~accrued~~Director ~~interest~~of ~~and~~Florida ~~the~~Beauty ~~recorded~~Flora, ~~derivative liability~~Inc.

InEffective ~~September~~July ~~2017~~22, 2020, the Company ~~issued~~entered ~~357~~into ~~shares~~a Mutual Compromise and Settlement Agreement with one of ~~common~~its ~~stock~~existing Noteholders to combine the settlement terms of two separate Convertible Note instruments owed by the Company. The first Note originally entered into on July 5, ~~for~~2017, with a ~~value~~balance owed of approximately $30172,000, inwas ~~satisfaction~~settled for a total of $23150,~~273~~000. At inclosing, ~~principal~~the ~~and~~Note ~~$6,727~~was paid off by the party in ~~interest~~the onMutual aCompromise ~~convertible~~and ~~note~~Settlement ~~payable.~~Agreement ~~The~~and the Company ~~recorded~~agreed ~~the~~to ~~issuances~~work attogether ~~the~~to ~~contract~~reach ~~value,~~a atsettlement on the ~~date~~second ofConvertible ~~exchange~~Note instrument, ~~off-setting~~originally ~~the~~entered ~~notes~~into ~~payable,~~on ~~accrued~~March ~~interest~~13, ~~and~~2017, with ~~the~~a ~~recorded~~balance ~~derivative~~of ~~liability~~approximately $230,000.

InEffective July ~~2017~~29, 2020, the Company ~~issued~~entered ~~335~~into ~~shares~~a ofsecurities ~~common~~purchase ~~stock~~agreement with Auctus Fund, ~~for~~LLC, a ~~value~~Delaware limited liability company. The SPA provides for the purchase by Auctus of ~~$3,350~~a convertible promissory note in ~~satisfaction~~the principal amount of $3575,~~350~~000; ~~accrued~~including ~~interest~~100% onwarrant acoverage ~~convertible~~with ~~note~~full ~~payable~~anti-dilution rights and buyback option. The Company ~~recorded~~authorized the ~~issuances~~disbursement atof the ~~contract~~proceeds ~~value~~of this Note to Florida Beauty Flora, atInc.. ~~the~~The ~~date~~Promissory ofNote ~~exchange~~matures on July 29, ~~off-setting~~2021 ~~the~~and ~~accrued~~bears interest ~~and~~at ~~the~~a ~~recorded~~rate ~~derivative~~of ~~liability~~12% per annum.

InEffective ~~May~~October ~~2017~~12, ~~the~~2020, ~~Company~~one ~~authorized~~of the ~~issuance~~Company’s ofconvertible ~~115~~promissory ~~shares~~notes ofdated ~~common~~March ~~stock~~13, ~~for~~2017, awith ~~value~~the oforiginal ~~$63,415,~~principal inamount ~~satisfaction~~ of $63230,~~415~~000, inwas ~~finance~~assigned ~~costs~~to ~~associated with~~ a ~~convertible~~new ~~note~~third ~~payable~~party. ~~The~~All ~~Company~~rights, ~~recorded~~title, ~~the~~and ~~issuance~~interest atof the ~~fair~~Note ~~value~~were onassigned ~~the~~without ~~date~~recourse ofand ~~grant,~~without ~~which~~representations ~~was~~or ~~$550~~warranties ~~per~~of ~~share~~any kind.

~~Stock~~On ~~Issued~~April ~~for~~15, ~~Investment~~2021, the Company cancelled 9,000,000 shares of common stock that were issued to the Company’s previous Chief Executive Officer and reissued 9,000,000 shares collectively, to Afek, Milman, Koubi, and Quartieri.

On38 ~~January~~Table ~~4, 2017, the Company executed an Asset Purchase Agreement with Patriot Bioenergy Corporation, a Kentucky corporation, for the purchase~~ of all of the assets related to the business of operating a hemp processing and growth operation and selling hemp related products. Pursuant to the Agreement, the Company issued 5 common shares which were valued at $142,500 based on the closing market price of the stock on the date of issuance. In addition, the Company paid expenses of Patriot totaling $19,500, resulting in a total investment of $162,000 (see Note 5).Contents

Preferred Stock

On March 1, 2018, the Company issued 45 shares of the Company’s non-convertible Series A Preferred Shares, with a par value of $0.0001 and with an initial liquidation preference of $200 per share pursuant to its amended and restated Articles on July 26, 2016, at a price of $200 per share, to its sole director and chief executive officer in exchange for $112,266 of accrued compensation. The Company valued the transaction at $8,981and recognized the difference in fair value to additional paid in capital.

Warrants

On the July 10, 2017, and in connection with a Securities Purchase Agreement and a Secured Convertible Promissory Note, the Company issued a Warrant which grants the investor the right to purchase at any time on or after July 10, 2017, and for a period of five years thereafter, a number of fully paid and non-assessable shares of the Company’s common stock equal to the amount of the tranche received under the Note divided by $500. The conversion price is $5000, as adjusted from time to time pursuant to the terms and conditions of the Warrant. As of December 31, 2017, the Company received a tranche of $35,000; resulting in the issuance of a warrant to purchase 70 shares of the Company’s common stock. The relative fair value of the warrant at issuance was $12,565. The Company estimates the fair value at each reporting period using the Binomial Method. For the year ended December 31, 2018, management determined that the Company’s common stock lacked liquidity and market value and therefore no derivative liability was recorded in association with these warrants. The warrant derivative liability as of December 31, 2018 and December 31, 2017 was $0 and $32,268, respectively. During year ended December 31, 2018, the Warrant Holder, in a cashless exercise, was issued 6,032 shares of common stock for an aggregate value of $9,456 pursuant to anti-dilution terms of the Warrant that adjusted the conversion price.

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On the March 13, 2017, and in connection with a Securities Purchase Agreement and a Secured Convertible Promissory Note, the Company issued a Warrant which grants the investor the right to purchase at any time on or after March 13, 2017, and for a period of three years thereafter, a number of fully paid and non-assessable shares of the Company’s common stock equal to $57,500 divided by the Market Price as of March 13, 2017. The Market Price, as calculated pursuant to the Warrant Agreement, was $1,097 per share with 52 being the resulting number of warrant shares at issuance. The relative fair value of the warrant at issuance was $47,174, resulting in a debt discount equal to $10,326 which will be amortized over the life of the Warrant. The Company estimates the fair value at each reporting period using the Binomial Method. As of March 31, 2018, management determined that the Company’s common stock lacked liquidity and market value and therefore no derivative liability was recorded in association with these warrants. The warrant derivative liability as of December 31, 2018 and December 31, 2017 was $0 and $2,779, respectively. Made effective on July 20, 2018, the warrant to purchase shares previously issued under the Convertible Promissory Note was terminated by the Warrant holder to facilitate the Company’s fundraising efforts.

Other

During the year ended December 31, 2017, the Company received and canceled 900 common shares issued to employees of Patriot Bioenergy. The Company recorded the cancelled shares at their par value. (see Note 5)

On April 21, 2017, the Company cancelled and terminated the Asset Purchase Agreement with Patriot Bioenergy Corporation that was originally executed on January 4, 2017. REAC terminated the APA due to Patriot’s refusal to provide any financial information to the Company as required by the Asset Purchase Agreement. On April 27, 2017, the 5 common shares were returned to the Company and cancelled at their par value (see Note 5).

On May 1, 2017, the Company terminated an agreement for web services that was consummated during the year ended December 31, 2016. As a result, 5 common shares associated with the agreement were returned to the Company and cancelled.

During the twelve months ended December 31, 2018 and 2017, the Company recorded in-kind contributions for rent expense in the amount of $1,200 and $1,200, respectively.

Amendment to the Articles of Incorporation

Pursuant to a written consent in lieu of a meeting, dated January 21, 2019, the Board approved to amend our Articles of Incorporation to (i) effect a 1-for-10,000 reverse stock split of our issued and outstanding shares of Common Stock, par value $0.00001 per share, and (ii) decrease the amount of authorized shares of Common Stock from 9.999 billion (9,999,000,000) prior to the Reverse Stock Split to 200 million (200,000,000). The Company has retro-actively applied the reverse stock split made effective on March 1, 2019 to these financial statements.

As of December 31, 2018, the total number of shares this corporation is authorized to issue is 200,000,000 (two-hundred million), allocated as follows among these classes and series of stock:

Designation	Par value		Shares Authorized
Common	$	0.00001		200,000,000
Preferred Stock Class, Series A	$	0.0001		500,000
Preferred Stock Class, Series B	$	0.0001		500,000

As a result of the Reverse Stock Split, each 10,000 issued and outstanding shares of Common Stock before the Reverse Stock Split will become and be automatically converted into one (1) share of Common Stock after the Reverse Stock Split, with shareholders who would receive a fractional share to receive such additional fractional share that will result in the holder having a whole number of shares.

On February 20, 2018, the Board of Directors recommended and the majority shareholder (holding 83% of the voting shares) voted in favor of increasing the authorized capital of the Company from Three Billion (3,000,000,000) shares, to Ten Billion (10,000,000,000) shares. No change was made to the number of preferred shares authorized. Accordingly, as of February 20, 2018, the total authorized capital of the Company will be comprised of Nine Billion Nine Hundred Ninety-Nine Million (9,999,000,000) shares of common stock, par value $0.00001 per share, and One Million (1,000,000) shares of Preferred Stock, of which Five Hundred Thousand (500,000) shares are designated as Series A Preferred Stock, par value $0.0001 per share.

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On February 5, 2018, the Board of Directors recommended and the majority shareholder (holding 74% of the voting shares) voted in favor of increasing the authorized capital of the Company from One Billion (1,000,000,000) shares, to Three Billion (3,000,000,000) shares. No change was made to the number of preferred shares authorized. Accordingly, as of February 5, 2018, the total authorized capital of the Company will be comprised of Two Billion Nine Hundred Ninety-Nine Million (2,999,000,000) shares of common stock, par value $0.00001 per share, and One Million (1,000,000) shares of Preferred Stock, of which Five Hundred Thousand (500,000) shares are designated as Series A Preferred Stock, par value $0.0001 per share.

On July 21, 2017, the Board of Directors recommended and the majority shareholder (holding 94% of the voting shares) voted in favor of increasing the authorized capital of the Company from Two Hundred Fifty Million (250,000,000) shares, to One Billion (1,000,000,000) shares. The Company filed the Articles of Amendment with the Florida Department of State, to be effective August 1, 2017.

On January 26, 2017, upon written consent of the board of directors and the majority shareholder, who holds enough common and preferred shares to create a greater than 80% voting position, Article I of the Articles of Incorporation was amended to change the corporate name to REAC GROUP, Inc. The effective date of the Amendment to the Articles of Incorporation is February 16, 2017.

12. Commitments and Contingencies

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no known or potential matters that would have a material effect on the Company’s financial position or results of operations.

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

There were no operating or capital lease commitments as of December 31, 2018 and December 31, 2017.

On June 6, 2017, the Company entered into a Service Agreement with a third party for Investor Relation Services. Pursuant to the terms of the Agreement, the Company is to pay $5,000 monthly for a period of six months for a total of $30,000. In addition, the Company agreed to issue common stock of the Company in two installments valued at $100,000 each. The first share installment is due on the date the Agreement was consummated (see Note 11); and the second share installment is due on day 90 of the Agreement. Shares issued in relation to this Agreement will be restricted for a period of twelve months, while the entire Agreement expires after a period of six months. On July 6, 2017, the Company terminated the investor relation agreement and the common shares issued in this transaction will remain issued and outstanding.

13. Income Tax

The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Tax Cuts and Jobs Act of 2017 changed the top corporate tax rate from 35% to one rate of 21%. This rate will be effective for corporations whose tax year begins after January 1, 2018, and it is a permanent change. Under ASC 740, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The resulting amendments to IRC Section 172 disallow the carryback of net operating losses but allow for the indefinite carryforward of those net operating losses. Pursuant to Section 172(e)(2) of the statute, the amended carryback and carryover rules apply to any net operating loss arising in a taxable year ending after December 31, 2017. In addition to the carryover and carryback changes, the Act also introduces a limitation on the amount of net operating losses that a corporation may deduct in a single tax year under section 172(a) equal to the lesser of the available net operating loss carryover or 80 percent of a taxpayer’s pre-NOL deduction taxable income (the “80-percent limitation”). This limitation applies only to losses arising in tax years that begin after December 31, 2017 based upon section 172(e)(1) of the amended statute.

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The new tax bill reduced the federal income tax rate for corporations from 35% to 21%. The new bill reduced the blended tax rate for the Company from 38.3% to 24.3%. The change in blended tax rate reduced the 2017 net operating loss carry-forward deferred tax asset by approximately $2.66 million.

	December 31,
	2018			2017
Income tax provision (benefit) at statutory rate of 21%	$	(148,000	)	$	(173,000	)
State taxes at 3.3%, net of federal benefit		(23,000	)		(27,000	)
Nondeductible items		80,000			251,000
Subtotal		(91,000	)		51,000
Change in valuation allowance		91,000			(51,000	)
Income Tax Expense	$	---		$	---
Net deferred tax assets and liabilities were comprised of the following:
Net Operating Losses	$	1,807,000		$	1,716,000
Valuation allowance		(1,807,000	)		(1,716,000	)
Deferred tax asset, net	$	---		$	---

As of December 31, 2018, the Company has estimated tax net operating loss carryforwards of approximately $4.2 million, which can be utilized or expire through tax year 2038. The change in the blended rate reduced the net operating loss carryforward deferred tax asset by $29,000. Utilization of these losses may be limited in accordance with IRC Section 382 in the event of certain ownership shifts.

14. Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

On March 30, 2019, the Company was released from its obligation to pay the remaining balance of a convertible note payable and accrued interest in the amount of $143,028 resulting in a gain on the extinguishment of debt for the same value.

On March 29, 2019, the Company was released from its obligation to pay the remaining balance of a convertible note payable and accrued interest in the amount of $103,769, resulting in a gain on the extinguishment of debt for the same value.

On March 6, 2019, the Company issued 15,000,000 shares of common stock to its President and Chief Executive Officer pursuant to the terms of his employment agreement. The shares were issued for purposes of maintaining voting control of the Company and were valued at $0.50, the quoted market price on the date of issuance, or $7,500,000.

On March 4, 2019, the Company renewed its three-year employment agreement with Robert DeAngelis to serve as the President and Chief Executive Officer of the Company. Mr. DeAngelis will be paid a minimum of $10,000 per month plus performance bonuses. The agreement also contains an anti-dilution clause for purposes of maintaining voting control of the Company.

On January 21, 2019, the holder of a majority of our outstanding voting stock approved by written consent to amend our Articles of Incorporation to: (i) effect a 1-for 10,000 Reverse Stock Split of our issued and outstanding shares of Common Stock; and (ii) decrease the authorized shares of our Common Stock from a 9.99 billion (9,990,000,000) before the Reverse Stock Split to 200 million (200,000,000). On February 1, 2019, the Financial Industry Regulatory Authority (“FINRA”) notified the Company that FINRA had received the necessary documentation to process the Reverse Stock Split pursuant to FINRA Rule 6490 and that the Reverse Stock Split would take effect at the opening of trading on March 1, 2019. The Company’s shares will continue to trade on The OTC Markets marketplace under the symbol “REAC” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Stock Split has occurred.

On January 15, 2019, the Company issued 2,400 shares of common stock, for a value of $1,920 in satisfaction of $1,420 in principal and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the principal.

On January 4, 2019, the Company issued 2,500 shares of common stock, for a value of $2,000 in satisfaction of $1,500 in interest and $500 of conversion fees on a convertible note payable. The Company recorded the issuances at the contract value, at the date of exchange, off-setting the accrued interest.

43 Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and acting Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision of the Company’s Chief Executive Officer and acting Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control-—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, ~~2018~~2019 under the criteria set forth in the in Internal Control-—Integrated Framework.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company'’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses exist due to a lack of segregation of duties ~~and control procedures including supervision and review of information~~,, resulting from the Company'’s limited resources.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

NoThere ~~change~~have inbeen ~~the~~changes ~~Company’s~~in our internal control over financial reporting that occurred ~~during~~subsequent ~~the~~to ~~year~~this ~~ended~~Form 10K ending December 31, ~~2018,~~2019. ~~that~~These ~~materially~~changes ~~affected~~are expected to have a material effect, or isare reasonably likely to materially affect, ~~the~~our ~~Company’s~~ internal control over financial reporting.

~~ITEM~~On 9BApril 13, 2020, we entered into a second Amended Agreement and Plan of Share Exchange Agreement with Florida Beauty Express, Inc., ~~OTHER~~Florida ~~INFORMATION~~Beauty Flora, Inc., Floral Logistics of Miami, Inc., Floral Logistics of California, Inc., Tempest Transportation Inc. (the “Companies”) and Companies shareholders. As a result, the Company has expanded its management and board of directors and believes certain controls such as segregation of duties and levels of review related to our report filings will add reasonable assurances that any current deficiency risks will be mitigated.

~~None~~ITEM 9B . OTHER INFORMATION

~~44 Table of Contents~~None.

~~PART~~39 ~~III~~Table of Contents

~~ITEM~~PART ~~10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~III

~~Directors~~ITEM ~~and~~10. ~~Executive~~DIRECTORS ~~Officers~~AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name		Position		Period		Age
Robert DeAngelis 8878 Covenant Ave., Suite 209 Pittsburgh, Pa. 15237		President, Chief Executive Officer, Chief Accounting Officer, Treasurer and Director		March 2005 - Present		60

Directors and Executive Officers

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Name

Position

Period

Age

Robert DeAngelis

8878 Covenant Ave., Suite 209

Pittsburgh, Pa. 15237

President, Chief Executive Officer, Chief Accounting Officer, Treasurer and Director

March 2005 June 2020

Ronen Koubi

3100 NW 74^th Street

Miami, FL 33122

President, Chief Executive Officer, Chief Accounting Officer, Treasurer and Director

June 2020 - Present

~~Management~~Set ~~Team~~forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

~~Robert~~Management ~~DeAngelis, President, Chief Executive Officer, Age 60~~ Team

Robert DeAngelis ~~is the Founder~~, President, ~~and~~ Chief Executive Officer of REAC Group, Inc., and has been since the company’s inception in 2005. Mr. DeAngelis brings to the company over 20 years of successful business development and management experience along with a strong diverse background of sales, financial and internet experience. Mr. DeAngelis is responsible for running the overall day to day management operations of the companies’ administrative functions, corporate filings, strategic evolution direction of the business, the overall vision as well as the sales and marketing for the company.

~~From~~Robert ~~1997-2005~~DeAngelis ~~Mr.~~is ~~DeAngelis~~the ~~developed~~Founder, aPresident ~~company~~and ~~named~~Chief ~~The~~Executive ~~Privilege~~Officer ~~Club~~of REAC Group, Inc., ~~This~~and ~~company~~has ~~was~~been asince ~~print~~the ~~and internet advertising~~ company’s ~~for~~inception ~~upper~~in ~~scale~~2005. ~~retailers and business owners~~Mr. ~~Prior~~DeAngelis brings to ~~developing~~the ~~The~~company ~~Privilege~~over ~~Club,~~20 ~~between~~years ~~1987~~of ~~through~~successful ~~1997~~business hedevelopment ~~developed~~and amanagement ~~print~~experience ~~and~~along ~~newspaper~~with ~~advertising~~a ~~company~~strong ~~named~~diverse ~~Shopping~~background ~~Center~~of ~~Promotions~~sales, financial and ~~Marketing,~~internet ~~Inc~~experience. ~~In this capacity,~~ Mr. DeAngelis ~~planned~~is ~~successful~~responsible ~~marketing~~for ~~and~~running ~~advertising~~the ~~strategies~~overall ~~working~~day ~~with~~to ~~shopping~~day ~~center owners and~~ management ~~owners~~operations inof the ~~South~~companies’ ~~Florida~~administrative ~~area.~~functions, ~~From~~corporate ~~1979 through 1985~~filings, ~~Mr.~~strategic ~~DeAngelis~~evolution ~~managed~~direction ~~several~~of ~~branch~~the ~~real~~business, ~~estate~~the ~~offices~~overall invision ~~Ft.~~as ~~Lauderdale,~~well ~~Florida~~as ~~consisting~~the ofsales ~~Century 21, ERA~~ and ~~Realty~~marketing ~~World~~for ~~Franchises~~the company.

From 1997-2005 Mr. DeAngelis developed a company named The Privilege Club, Inc. This company was a print and internet advertising company for upper scale retailers and business owners. Prior to developing The Privilege Club, between 1987 through 1997 he developed a print and newspaper advertising company named Shopping Center Promotions and Marketing, Inc. In ~~1974~~this capacity, Mr. DeAngelis ~~received~~planned ~~his~~successful ~~Associate’s~~marketing ~~Degree~~and inadvertising ~~Applied~~strategies ~~Business~~working ~~and~~with ~~his~~shopping ~~Bachelor~~center ofowners ~~Science~~and management owners in ~~Business~~the ~~Administration~~South inFlorida ~~1977~~area. ~~from~~From ~~Youngstown~~1979 ~~University~~through 1985, ~~Youngstown~~Mr. DeAngelis managed several branch real estate offices in Ft. Lauderdale, ~~Ohio~~Florida consisting of Century 21, ERA and Realty World Franchises.

~~Term~~In 1974, Mr. DeAngelis received his Associate’s Degree in Applied Business and his Bachelor of ~~Office~~Science in Business Administration in 1977 from Youngstown University, Youngstown, Ohio.

~~Our~~Ronen ~~directors~~Koubi, ~~are~~President, ~~appointed~~Chief ~~for~~Executive a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.Officer

45Ronen ~~Table~~Koubi is the President and Chief Executive Officer of ~~Contents~~REAC Group, Inc., and has been since the company’s merger of the Florida Beauty Flora trucking/transportation group in April, 2020. Mr. Koubi brings to the company over 38 years of successful trucking, logistics and transportation business with management experience along with a strong diverse background of transportation sales and marketing, finance and internet experience.

~~Code~~Mr. Koubi is responsible for running the overall day to day management operations of ~~Ethics~~the combined companies’, administrative functions, corporate filings, strategic evolution direction of the business, and the overall corporate vision.

WeIn ~~have~~1985, ~~adopted~~after aretiring ~~code~~from ofthe ~~ethics~~Israeli ~~since~~Navy ~~the~~as ~~final~~a ~~quarter~~sonar ofengineer ~~2011~~for ~~that~~nuclear ~~applies~~capable tosubmarines, ~~our~~Mr. ~~principal~~Koubi ~~executive~~established ~~officer~~First Paragon, ~~principal financial officer~~Inc., ~~and~~a ~~principal~~Greenhouse ~~accounting~~based ~~officer~~flora asgrower ~~well~~located asin ~~our~~Homestead, ~~employees~~FL. ~~Our~~Mr. ~~standards~~Koubi ~~are~~grew inthe ~~writing~~Company ~~and are~~ to be$30MM ~~posted~~in onrevenues ~~our~~as ~~website at~~ a ~~future~~Director ~~time. The following is a summation~~ of ~~the~~Marketing, ~~key~~when ~~points~~it ofwas ~~the~~eventually ~~Code~~spun ~~of Ethics we adopted:~~off.

·In ~~Honest~~1995, Mr. Koubi acquired Florida Beauty Flora and ~~ethical~~transitioned ~~conduct,~~it ~~including~~into ~~ethical~~a ~~handling~~trucking Company specializing in transportation of ~~actual~~fresh orcut ~~apparent~~flowers ~~conflicts~~and ofother ~~interest~~perishable ~~between~~goods. ~~personal~~At that time the Company had a small fleet of four trucks and ~~professional~~four ~~relationships;~~trailers. ·Mr. ~~Full,~~Koubi ~~fair,~~became ~~accurate,~~the ~~timely~~President of the company shortly thereafter. In 1998, ~~and~~Floral ~~understandable~~Logistics ~~disclosure~~was ~~reports~~incorporated and ~~documents~~merged ~~that~~with athe ~~small~~group ~~business~~to ~~issuer~~provide ~~files~~air ~~with~~transportation including inventory management and warehousing. Under Mr. Koubi’s leadership, orFloral ~~submits~~Logistics of Miami grew to, ~~the~~be ~~Commission~~a $20MM revenue Company and became a leader in ~~other~~the ~~public~~transportation ~~communications~~industry. ~~made~~In by2007, ~~our~~under ~~Company;~~Mr. ·Koubi’s ~~Full~~direction, ~~compliance~~a ~~with~~California ~~applicable~~branch ~~government~~was ~~laws~~opened, ~~rules~~allowing the Florida Beauty group to become a national trucking and ~~regulations;~~logistics ·operation ~~The~~covering ~~prompt~~both ~~internal~~coasts. ~~reporting~~In of2012, ~~violations~~Mr. ofKoubi moved the ~~code~~group of companies to antheir ~~appropriate~~current ~~person~~location orin ~~persons~~a ~~identified~~275,000 insquare foot refrigerated building near the ~~code;~~Miami ~~and~~International ·Airport. ~~Accountability~~As ~~for~~CEO, ~~adherence~~Mr. Koubi continues to grow the ~~code~~Companies through organic growth and mergers and acquisitions to include 250 trucks and 300 trailers and in excess of $90,000,000 in gross revenues.

~~Corporate~~Term ~~Governance~~of Office

WeOur directors are aappointed ~~small~~for ~~reporting~~a ~~company,~~one-year ~~not~~term ~~subject~~ to ~~the~~hold ~~reporting~~office ~~requirements~~until ~~of Section 13(a) or 15(d) of~~ the ~~Exchange~~next ~~Act~~annual ~~respecting~~general ~~any~~meeting ~~director. We have conducted special Board~~ of ~~Director meetings almost every month since inception. Each of~~ our ~~directors~~shareholders ~~has~~or ~~attended~~until ~~all~~removed ~~meetings~~from ~~either~~office in ~~person~~accordance orwith ~~via~~our ~~telephone conference~~bylaws. WeOur have no standing committees regarding audit, compensation or other nominating committees. In addition to the contact information in private placement memorandum, each shareholder will be given specific information on how he/she can direct communications to the officers ~~and~~are ~~directors~~appointed ofby ~~the corporation at~~ our ~~annual~~board ~~shareholders~~of ~~meetings.~~directors ~~All~~and ~~communications~~hold ~~from~~office ~~shareholders~~until ~~are~~removed ~~relayed~~by to the ~~members of the Board of Directors~~board.

~~Section~~40 ~~16(a)~~Table ~~Beneficial~~of ~~Ownership Reporting Compliance~~Contents

~~Under~~Code ~~Section 16(a)~~ of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.Ethics

~~Based~~We ~~solely~~have ~~upon~~adopted a ~~review~~code of ~~copies~~ethics since the final quarter of ~~such~~2011 ~~forms~~that ~~filed~~applies onto ~~Forms~~our 3,principal 4executive officer, ~~and~~principal 5financial officer, and ~~amendments~~principal ~~thereto~~accounting ~~furnished~~officer toas ~~us,~~well weas ~~believe~~our ~~that~~employees. asOur ofstandards ~~the~~are ~~date~~in ofwriting ~~this~~and ~~report,~~are ~~our~~to ~~executive~~be ~~officers,~~posted ~~directors~~on ~~and~~our ~~greater~~website ~~than~~at 10a ~~percent~~future ~~beneficial~~time. ~~owners~~The ~~complied~~following onis a ~~timely~~summation ~~basis~~of ~~with~~the ~~all~~key ~~Section~~points ~~16(a)~~of ~~filing~~the ~~requirements.~~Code of Ethics we adopted:

~~ITEM~~· ~~11.~~Honest ~~EXECUTIVE~~and ~~COMPENSATION~~ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our Company; · Full compliance with applicable government laws, rules and regulations; · The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and · Accountability for adherence to the code

~~The~~Corporate table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended December 31, 2018 and 2017.Governance

~~The~~We ~~following~~are ~~summary~~a ~~compensation~~small ~~table~~reporting ~~sets~~company, ~~forth~~not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. We have conducted special Board of Director meetings almost every month since inception. Each of our directors has attended all ~~compensation~~meetings ~~awarded~~either ~~to,~~in ~~earned~~person byor via telephone conference. We have no standing committees regarding audit, compensation or ~~paid~~other nominating committees. In addition to the ~~named~~contact ~~executive~~information ~~officers~~in ~~paid~~private byplacement usmemorandum, ~~during~~each ~~the~~shareholder ~~years~~will ~~ended~~be ~~December~~given ~~31,~~specific ~~2018~~information ~~and~~on ~~2017~~how inhe/she ~~all~~can ~~capacities~~direct ~~for~~communications to the ~~accounts~~officers and directors of the corporation at our ~~executives,~~annual ~~including~~shareholders ~~the~~meetings. ~~Chief~~All ~~Executive~~communications ~~Officer~~from ~~(CEO)~~shareholders ~~and~~are ~~Chief~~relayed ~~Financial~~to ~~Officer~~the ~~(CFO):~~members of the Board of Directors.

Name and principal position(1)	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Comp ($)		Non-Qualified Deferred Comp Earnings ($)		All Other Comp ($)		Total ($)
Robert	2018	$	120,000		-0-	$	442,266		-0-		-0-		-0-		-0-	$	562,266
DeAngelis,	2017	$	120,000		-0-	$	900,000		-0-		-0-		-0-		-0-	$	1,020,000
President, CEO and CFO	2016	$	120,000		-0-	$	4,200,000		-0-		-0-		-0-		-0-	$	4,320,000

Section 16(a) Beneficial Ownership Reporting Compliance

~~______~~Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.

~~(1)~~Based ~~There~~solely isupon ana ~~employment~~review ~~contract~~of ~~with~~copies ~~the~~of ~~Executive~~such atforms ~~this~~filed ~~time.~~on ~~There~~Forms is3, no4, ~~employment~~and ~~contract~~5, ~~with~~and ~~the~~amendments ~~Directors~~thereto atfurnished ~~this~~to ~~time;~~us, ~~nor~~we ~~are~~believe ~~there~~that ~~any~~as ~~agreements~~of ~~for~~the ~~compensation~~date inof ~~the~~this ~~future.~~report, Aour ~~salary~~executive officers, directors and ~~stock~~greater ~~options~~than ~~and/or~~10 ~~warrants~~percent ~~program~~beneficial ~~may~~owners becomplied ~~developed~~on ina ~~the~~timely ~~future~~basis with all Section 16(a) filing requirements.

46ITEM ~~Table~~11. ofEXECUTIVE ~~Contents~~COMPENSATION

~~Executive~~The ~~Compensation~~table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended December 31, 2019 and 2018.

AsThe offollowing ~~December~~summary ~~31,~~compensation ~~2018,~~table wesets ~~have~~forth ~~one~~all ~~full~~compensation ~~time~~awarded ~~employee and plan~~ to, ~~employ~~earned ~~more~~by, ~~qualified~~or ~~employees~~paid into the ~~near~~named ~~future.~~executive Onofficers ~~March~~paid 4,by ~~2016~~us weduring ~~renewed and amended~~ the ~~original~~years ~~three~~ended ~~year~~December ~~employment agreement dated March 10~~31, ~~2013,~~2019 ~~which~~and ~~had~~2018 ~~expired.~~in Weall ~~entered~~capacities ~~into~~for athe ~~new~~accounts ~~three~~of ~~year~~our ~~employment~~executives, ~~agreement~~including ~~with Robert DeAngelis to serve as~~ the ~~President and~~ Chief Executive Officer of(CEO) ~~the~~and ~~Company.~~Chief ~~Mr.~~Financial ~~DeAngelis~~Officer ~~will be paid a minimum of $10,000 per month plus performance bonuses. The agreement also stipulated that the Company is to issue stock for the purpose of maintaining voting control of the Company.~~(CFO):

Name and principal position(1)	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Comp ($)	Non-Qualified Deferred Comp Earnings ($)	All Other Comp ($)	Total ($)
Robert DeAngelis,	2019	$	120,000	-0-	$	3,825,000	-0-	-0-	-0-	-0-	$	3,945,000
President, CEO and CFO	2018	$	120,000	-0-	$	442,266	-0-	-0-	-0-	-0-	$	562,266
	2017	$	120,000	-0-	$	900,000	-0-	-0-	-0-	-0-	$	1,020,000

On(1) ~~January~~There ~~23,~~is ~~2018,~~an ~~the~~employment ~~Company~~contract ~~issued~~with ~~10,000~~the ~~shares~~Executive ofat ~~its~~this ~~common stock to sole officer and director, Robert DeAngelis, as his 2017 annual bonus per his employment agreement~~time. ~~The~~There ~~annual bonus, if any,~~ is ~~determined~~no ~~and~~employment ~~paid~~contract ~~in accordance~~ with ~~policies set from time to time by~~ the ~~Board or~~ Directors, inat ~~its~~this ~~sole~~time; ~~discretion.~~nor ~~The~~are ~~Board’s~~there ~~policy~~any ~~has~~agreements ~~been to base the stock price~~ for ~~such~~compensation ~~issuances~~in ~~upon~~ the ~~average of the closing price of the preceding 10 trading days as reported on OTCMarkets website, which was $33; rendering the value of the preferred issued as $330,000~~future. ~~Since~~A ~~the~~salary ~~Company’s~~and ~~closing~~ stock ~~price~~options onand/or ~~the~~warrants ~~date~~program ofmay ~~grant~~be ~~was~~developed ~~also~~in ~~$33,~~ the ~~Company will not recognize any associated discounts or benefits associated with the shares issued~~future.

On41 ~~July~~Table ~~3, 2017, the Company’s Board~~ of Directors authorized the issuance of 3,000 shares to the Company’s Chief Executive Officer as a performance bonus pursuant to his employment agreement. The shares were valued at $300, the quoted market price on the date of issuance, or $900,000.Contents

~~Additional~~Executive Compensation ~~of Directors~~

WeAs of December 31, 2019, we have noone ~~stock~~full ~~option~~time employee and plan to employ more qualified employees in the near future. On March 4, ~~retirement~~2019 we renewed and amended the original three-year employment agreement dated March 10, ~~pension~~2016, orwhich ~~profit~~had expired. We entered into a new three-~~sharing~~year ~~programs~~employment ~~for~~agreement with Robert DeAngelis to serve as the ~~benefit~~President and Chief Executive Officer of ~~directors~~the Company. Mr. DeAngelis will be paid a minimum of $10,000 ~~officers~~per ormonth ~~other~~plus ~~employees~~performance bonuses. The agreement also stipulated that the Company is to issue stock for the purpose of maintaining voting control of the Company.

~~Board~~On February 14, 2020, the Company issued 500,000 shares of ~~Directors~~common stock to its President and ~~Committees~~Chief Executive Officer as a performance bonus for the year ending December 31, 2019. The shares were valued at $1.65, the quoted market price on the date of issuance and the Company has recorded common stock payable as of December 31, 2019 for a value of $825,000.

~~Our~~In ~~board~~March of2019, ~~directors~~the ~~appoints~~Company ~~our~~issued ~~executive~~15,000,000 ~~officers~~shares ~~to serve at the discretion~~ of ~~the~~common ~~board.~~stock ~~Our~~to ~~directors~~its ~~receive~~President noand ~~compensation~~Chief ~~from~~Executive usOfficer ~~for~~pursuant ~~serving~~to on the ~~board.~~terms ~~Until~~of wehis ~~achieve~~employment ~~significant~~agreement. ~~operational~~The ~~revenues,~~shares wewere doissued ~~not~~for ~~intend~~purposes toof ~~reimburse~~maintaining ~~our~~voting ~~officers~~control orof ~~directors~~the ~~for~~Company ~~travel~~ and ~~other~~were ~~expenses~~valued ~~incurred~~at in$0.50, ~~connection~~the ~~with~~quoted ~~attending~~market ~~the~~price ~~board~~on ~~meetings~~the ordate ~~for~~of ~~conducting~~issuance, ~~business~~or ~~activities~~$3,000,000.

~~Employment~~On ~~Agreements~~March 1, 2018, the Company issued 45 shares of the Company’s non-convertible Series A Preferred Shares, with a par value of $0.0001 and with an initial liquidation preference of $200 per share pursuant to its amended and restated Articles on July 26, 2016, at a price of $200 per share, to its sole director and chief executive officer in exchange for $112,266 of accrued compensation. The Company valued the transaction at $8,981 and recognized the difference in fair value to additional paid in capital.

~~Effective~~On ~~March~~January 1023, ~~2010~~2018, ~~and~~the ~~subsequently~~Company ~~renewed~~issued ~~on March 4~~10,000 ~~2013~~shares ~~and~~of ~~2016,~~its wecommon ~~entered~~stock ~~into~~to ansole ~~employment~~officer ~~agreement~~and ~~with~~director, Robert DeAngelis, ~~our~~as ~~Chief~~his ~~Executive~~2017 ~~Officer.~~annual ~~The~~bonus per his employment agreement. isThe ~~for~~annual abonus, ~~period~~if ofany, ~~three~~is ~~years~~determined and ~~can~~paid bein ~~cancelled~~accordance ~~upon~~with ~~written~~policies ~~notice~~set byfrom ~~either~~time ~~employee~~to ortime ~~employer~~by ~~(if~~the ~~certain~~Board ~~employee~~or ~~acts~~Directors, ofin ~~misconduct~~its ~~are~~sole ~~committed)~~discretion. The ~~total~~Board’s ~~minimum~~policy ~~aggregate~~has ~~annual~~been ~~amount~~to ~~due~~base ~~under~~the stock price for such issuances upon the ~~existing~~average ~~employment~~of ~~agreement~~the isclosing ~~$120~~price of the preceding 10 trading days as reported on OTCMarkets website,~~000~~ ~~plus~~which ~~bonuses.~~was ~~For~~$33; rendering the ~~years~~value ~~ending~~of ~~December~~the ~~31,~~preferred ~~2018~~issued ~~and~~as ~~2017~~$330,000. Since the Company ~~awarded~~’s closing stock ~~valued~~price aton ~~$442,266~~the ~~and~~date of grant was also $~~900~~33,~~000,~~ ~~respectively~~the Company will not recognize any associated discounts or benefits associated with the shares issued.

~~Director~~Additional Compensation of Directors

We have ~~provided~~ no ~~compensation~~stock tooption, ~~our~~retirement, ~~directors~~pension, or profit-sharing programs for ~~services~~the ~~provided~~benefit asof directors, officers or other employees.

~~Stock~~Board ~~Option~~of ~~Grants~~Directors and Committees

WeOur ~~have~~board ~~not~~of ~~granted~~directors ~~any~~appoints ~~stock~~our ~~options~~executive officers to ~~our~~serve ~~executive~~at ~~officers~~the ~~since~~discretion of the board. Our directors receive no compensation from us for serving on the board. Until we achieve significant operational revenues, we do not intend to reimburse our ~~incorporation~~officers or directors for travel and other expenses incurred in connection with attending the board meetings or for conducting business activities.

47Employment ~~Table of Contents~~Agreements

~~ITEM~~Effective 12March 10, 2010, and subsequently renewed on March 4, 2013, 2016, and 2019, we entered into an employment agreement with Robert DeAngelis, our Chief Executive Officer. ~~SECURITY~~The ~~OWNERSHIP~~employment OFagreement ~~CERTAIN~~is ~~BENEFICIAL~~for ~~OWNERS~~a ~~AND~~period ~~MANAGEMENT~~of ~~AND~~three ~~RELATED~~years ~~STOCKHOLDER~~and ~~MATTERS~~can be cancelled upon written notice by either employee or employer (if certain employee acts of misconduct are committed). The total minimum aggregate annual amount due under the existing employment agreement is $120,000 plus bonuses. For the years ending December 31, 2019 and 2018, the Company awarded stock valued at $3,825,000 and $442,266, respectively.

~~The~~Director following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2018, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.Compensation

~~Beneficial~~We ~~ownership~~have isprovided ~~determined~~no incompensation ~~accordance with the rules of the Securities and Exchange Commission ("SEC") and generally includes voting or investment power with respect~~ to ~~securities. In accordance with the SEC rules, shares of~~ our ~~common~~directors ~~stock~~for ~~which~~services ~~may~~provided beas acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicabledirectors.

~~The~~Stock ~~following~~Option table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of December 31, 2018, and by the officers and directors, individually and as a group. All shares are owned directly.Grants

Name		Position		Common Stock Owned				Percentage Owned*
Robert DeAngelis 8878 Covenant Ave., Suite 209 Pittsburgh,, Pa. 15237		President, Chief Executive Officer, Chief Accounting Officer, Treasurer and Director			15,002				27.4	%

We have not granted any stock options to our executive officers since our incorporation.

Table of Contents

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2019, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable.

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of December 31, 2019, and by the officers and directors, individually and as a group. All shares are owned directly.

Name

Position

Common Stock

Owned

Percentage

Owned*

Robert DeAngelis

8878 Covenant Ave., Suite 209

Pittsburgh, Pa. 15237

President, Chief Executive Officer,

Chief Accounting Officer, Treasurer

and Director

15,015,002

27.4

As of December 31, ~~2018~~2019, Mr. DeAngelis beneficially owned 15,015,002 shares of common stock.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees that were billed for the audit and other services for the two -year period. Assurance Dimensions provided services for the years ended December 31, ~~2018~~2019 and December 31, ~~2017~~2018.

	2018		2017
	2019		2018
Audit Fees	$	2429,000	$	24,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	2429,000	$	24,000

48Audit ~~Table~~Fees — This category includes the audit of ~~Contents~~our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees -— This category ~~includes~~consists ~~the audit~~ of ~~our~~assurance ~~annual~~and ~~financial~~related ~~statements,~~services ~~review~~by ofthe ~~financial~~independent ~~statements~~registered ~~included~~public inaccounting ~~our~~firm ~~Quarterly Reports on Form 10-Q and services~~ that are ~~normally~~reasonably ~~provided~~related byto the ~~independent~~performance ~~registered~~of ~~public~~the ~~accounting~~audit ~~firm~~or inreview ~~connection~~of ~~with~~our ~~engagements~~financial ~~for~~statements ~~those~~and ~~fiscal~~are ~~years.~~not ~~This~~reported ~~category~~above ~~also~~under ~~includes~~“Audit ~~advice~~Fees.” onThe ~~audit~~services ~~and~~for ~~accounting~~the ~~matters~~fees ~~that~~disclosed ~~arose~~under ~~during,~~this orcategory asinclude aconsultation ~~result~~regarding ~~of,~~our correspondence with the ~~audit~~Securities orand ~~the~~Exchange ~~review~~Commission ofand ~~interim~~other ~~financial~~accounting ~~statements~~consulting.

~~Audit-Related~~43 ~~Fees~~Table ~~- This category consists~~ of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.Contents

Tax Fees -— This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees -— This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and review fees paid to the auditors with respect to 2018 were pre-approved by the entire Board of Directors. There were no consultation or tax fees paid to our auditors.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

· approved by our audit committee; or · entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee'’s responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

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PART IV

ITEM 15 . EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Exhibit Title
ExhibitNumber		Exhibit Title
3.1		Articles Amendment to Articles of ~~Incorporation~~IncorporationFiled on June 15, 2011, as Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-174905) and incorporated herein by reference.
		Filed on June 15, 2011, as Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-174905) and incorporated herein by reference.
3.1s		Amended and Restated Articles of IncorporationFiled on January 22, 2019 as Exhibit 3.1 to the registrant’s Report on Form 8-K (File No. 000-54845) and incorporated herein by reference
3.2		By-LawsFiled on June 15, 2011, as Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-174905) and incorporated herein by reference.
10.1		Robert DeAngelis Employment AgreementFiled on July 27, 2011, as Exhibit 10.1 to the registrant’s amended Registration Statement on Form S-1/A (File No. 333-174905) and incorporated herein by reference.
31.1		Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith
32.1*		Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Filed herewith
101**		Financial statements from the annual report on Form 10-K of REAC Group, Inc. for the year ended December 31, 2019, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Income, (iii) the Statement of Stockholders’ Equity, (iv) the Statement of Cash Flows and (v) the Notes to the Financial Statements.Filed herewith

3.1s		Amended and Restated Articles of IncorporationFiled on January 22, 2019 as Exhibit 3.1 to the registrant’s Report on Form 8-K (File No. 000-54845) and incorporated herein by reference
3.2		By-Laws Filed on June 15, 2011, as Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-174905) and incorporated herein by reference.
10.1		Robert DeAngelis Employment Agreement Filed on June 15, 2011, as Exhibit 10.1 to the registrant’s amended Registration Statement on Form S-1 (File No. 333-174905) and incorporated herein by reference.
31		Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
32*		Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith
101**		Financial statements from the annual report on Form 10-K of REAC Group, Inc. for the year ended December 31, 2018, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Income, (iii) the Statement of Stockholders’ Equity, (iv) the Statement of Cash Flows and (v) the Notes to the Financial Statements. Filed herewith

*Pursuant to Item 601(32)(ii) of Regulation S-K, Exhibit 32.1 is not deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to liability under that section.

*Pursuant to Item 601(32)(ii) of Regulation S-K, Exhibit 32 is not deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to liability under that section.

**Pursuant to Rule 406T of Regulation S-T, the interactive XBRL files contained in Exhibit 101 hereto are deemed “not filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under that section.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	REAC Group, Inc.
Dated: April 12, 2019	By:	/s/ Robert DeAngelis
Dated: September 30, 2021	By:	/s/ RONEN KOUBI
		Robert DeAngelis
		Ronen Koubi
		President
		Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
		Principal Executive Officer, Principal Financial Officer,Principal Accounting Officer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Name	Title	Date
/s/ Robert DeAngelis	President	April 12, 2019
/s/ Ronen Koubi	President	September 30, 2021
Robert DeAngelis	Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
Ronen Koubi	Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director

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