UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~ September 30, 2020

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

For the transition period from ________ to ___________.

Commission file number 333-210960

RC-1, INC.

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

Nevada		26-1449268
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~110~~218 ~~Sunrise~~Raceway ~~Center Drive~~Dr.,

~~Thomasville~~Mooresville, NC ~~27360~~28117

(Address of principal executive offices)

800.348.2870

(Issuer’s telephone number)

~~_______________________________________________~~___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

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

~~Securities~~Check ~~registered~~whether ~~pursuant~~the issues (1) filed all reports required to be filed by Section 12 13 or 15(gd) of the Exchange Act: ~~None~~during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

~~Check~~ Indicate by check mark whether the ~~issues~~registrant ~~(1)~~has submitted ~~filed~~electronically, ~~all~~every ~~reports~~Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule or405 ~~15(d)~~ of ~~the~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of this chapter) during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes x☒ No o☐

Indicate by check mark whether the registrant ~~has~~is a ~~submitted~~large ~~electronically~~accelerated ~~and~~filer, ~~posted~~an onaccelerated ~~its~~filer, ~~corporate~~a ~~Web~~non-accelerated ~~site~~filer, ifa ~~any,~~smaller ~~every~~reporting ~~Interactive Data~~company, ~~File~~or ~~required~~an toemerging begrowth ~~submitted~~company. See ~~and~~the ~~posted~~definitions ~~pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§232.405~~filer,” of“accelerated ~~this~~filer”, ~~chapter)~~“smaller ~~during~~reporting ~~the~~company”, ~~preceding~~and 12“emerging ~~months~~growth ~~(or~~company” ~~for~~in ~~such~~Rule ~~shorter~~12b-2 ~~period~~of ~~that~~ the ~~registrant~~Exchange ~~was~~Act. ~~required~~(Check ~~to submit and post such files~~one)~~. Yes x No o~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, ~~smaller~~☐ Smaller reporting company, or☒ anEmerging ~~emerging~~ growth company~~. See~~ ~~the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)~~☒

~~Large~~If ~~accelerated~~an ~~filer~~emerging ogrowth ~~Accelerated~~company, ~~filer~~indicate oby ~~Non-accelerated~~check mark ~~filer~~if othe ~~Smaller~~registrant ~~reporting~~has ~~company~~elected xnot ~~Emerging~~to ~~growth~~use ~~company~~the oextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~If an~~Indicate ~~emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~a ~~not~~shell ~~to use the extended transition period for~~company ~~complying~~(as ~~with~~defined ~~any~~in ~~new~~Rule or12b-2 ~~revised financial accounting standards provided pursuant to Section 13(a)~~ of the Exchange Act). Yes☐ oNo ☒

~~Indicate by~~There ~~check~~were ~~mark~~13,929,581 ~~whether~~shares of the registrant’s iscommon stock, a$0.001 ~~shell~~par ~~company~~value ~~(as~~per ~~defined~~share, inoutstanding ~~Rule~~on ~~12b-2~~November of12, ~~the Exchange Act)~~2020. ~~Yes o No x~~

There were 13,929,581 shares of the registrant’s common stock, $0.001 par value per share, outstanding on August 14, 2020.

RC-1, INC.

TABLE OF CONTENTS

		Page	~~Page~~
Part I – FINANCIAL INFORMATION		3
Item 1.	~~Item~~Condensed 1.Financial Statements:	~~Condensed Financial Statements:~~3	3
		Condensed Balance Sheets at June 30, 2020 and December 31, 2019 (unaudited)	3
	Condensed Balance Sheets at September 30, 2020 and December 31, 2019 (unaudited)	3
		Condensed Statements of Operations for the three and six months ended June 30, 2020 and 2019 (unaudited)	4
	Condensed Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (unaudited)	4
		Condensed Statements of Stockholders’Deficit for the three and six months ended June 30, 2020 and 2019 (unaudited)	5
	Condensed Statements of Deficiency in Stockholders’ Deficit for the three and nine months ended September 30, 2020 and 2019 (unaudited)	5
		Condensed Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (unaudited)	6
	Condensed Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	~~Notes to Condensed Financial Statements (unaudited)~~7	7
Item 2.	~~Item~~Management’s 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~12	13
Item 3.	~~Item~~Quantitative 3.and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~18	20
Item 4.	~~Item~~Controls 4.and Procedures	~~Controls and Procedures~~18	20
Part II – OTHER INFORMATION		20
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~20	21
Item 2.	~~Item~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~20	21
Item 3.	~~Item~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~20	21
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures~~20	21
Item 5.	~~Item~~Other 5.Information	~~Other Information~~20	21
Item 6.	~~Item 6.~~Exhibits	~~Exhibits~~20	21
	Signatures	~~Signatures~~21	22

PART I – FINANCIAL INFORMATION

ITEM 1. Condensed Financial Statements

RC-1, Inc.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2020			2019
	(Unaudited)
	September 30,			December 31,
	2020			2019
ASSETS
Current assets
Cash	$	4445,~~503~~064		$	50,106
Note Receivable, related party		34,375			50,000
Note receivable - related party		16,886			50,000
Lease Receivable, related party		158,700			–
Interest receivable - related parties		–			892
Interest receivable, related party		2,669			892
Total current assets		61,950			100,998
Total current assets		240,247			100,998
Property and equipment - net		5,505			7,157
Property and equipment, net		6,055			7,157
Total long-term assets		5,505			7,157
Lease Receivable - related party (net of current portion)		95,071			–
Total Assets	$	67,455		$	108,155
Total long-term assets		101,126			7,157
Total Assets	$	341,373		$	108,155
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	3839,~~217~~417		$	29,668
Accrued liabilities - related party		~~170~~136,799			161,601
Note payable – related party		146,086			–
Line of credit		75,000			75,000
Line of credit, current portion		75,000			75,000
Line of credit from related parties		45,188			18,964
Line of credit to related parties		50,835			18,964
Accrued interest payable		50,543			44,918
Accrued interest payable – line of credit		48,668			44,918
Accrued interest - related parties		83,707			119,471
Accrued interest – related parties		83,795			119,471
Total current liabilities		430,654			449,622
Total current liabilities		613,400			449,622
Total Liabilities		430,654			449,622
Note payable – related party, net of current portion		107,537			–
Stockholders' Deficit
Total long-term liabilities		107,537			–
Total Liabilities		720,937			449,622
Stockholders’ Deficit
Preferred stock, $.001 par value; 10,000,000 shares authorized; no shares issued and outstanding		–			–
Common stock, $0.001 par value; 190,000,000 shares authorized; 13,929,581 shares issued and outstanding		13,930			13,930
Common stock, $.001 par value; 190,000,000 shares authorized; 13,929,581 issued and outstanding		13,930			13,930
Additional paid in capital		2,895,024			2,865,024
Common stock issuable		90,000			120,000
Accumulated deficit		(3,~~378~~362,~~518~~153	)		(3,340,421	)
Total Stockholders' Deficit		(~~379~~363,~~564~~199	)		(341,467	)
Total Liabilities and Stockholders' Deficit	$	~~341~~67,~~373~~455		$	108,155

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

RC-1, Inc.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,
	2020			2019			2020			2019
Revenues
Consulting fees	$	20,832		$	27,780		$	34,720		$	52,448
Consulting fees - related parties	$	45,136		$	35,836		$	79,856		$	88,284
Consulting fees - unrelated parties		5,000			–			5,000			–
		50,136			35,836			84,856			88,284
Operating expenses:
Consulting - related parties		15,000			15,000			30,000			30,000
Consulting to related parties		16,350			15,000			46,350			45,000
General and administrative		~~581~~3,791			2216,~~231~~506			610,~~328~~119			4056,~~281~~787
Professional fees		119,~~350~~700			65,~~425~~800			3544,~~050~~750			2329,~~550~~350
		26,931			43,656			71,378			93,831
		29,841			37,306			101,219			131,137
Operating income (loss)		(620,~~099~~295	)		(151,~~876~~470	)		(3616,~~658~~363	)		(4142,~~383~~853	)
Other income (expense):
Interest expense – unrelated parties		(1,875	)		(1,875	)		(3,750	)		(3,750	)
Interest expense - unrelated parties		(1,875	)		(1,875	)		(5,625	)		(5,625	)
Interest expense – related parties		(6,209	)		(219	)		(11,017	)		(566	)
Interest expense - related parties		(5,543	)		(69	)		(16,560	)		(635	)
Interest income – related parties		8,475			–			13,328			–
Interest income - related parties		3,488			–			16,816			–
Gain on sale of assets - related party		–			~~20,000~~–			–			20,000
Net other income (expense)		391			17,906			(1,439	)		15,684
		(3,930	)		(1,944	)		(5,369	)		13,740
Net Income (Loss) Before Taxes		(516,~~708~~365	)		2(3,~~030~~414	)		(3821,~~097~~732	)		(2529,~~699~~113	)
Provision for income tax		–			–			–			–
Income Tax Provision		–			–			–			–
Net income (loss)	$	(5,708	)	$	2,030			(38,097	)		(25,699	)
Net Income (Loss)	$	16,365		$	(3,414	)	$	(21,732	)	$	(29,113	)
Net income (loss) per share (basic and diluted)	$	(0.00	)*	$	0.00	*		(0.00	)*		(0.00	)
Net Income (Loss) per share
Weighted average number of common shares outstanding, basic and diluted		13,929,581			13,929,581			13,929,581			13,929,581
- Basic	$	0.00	*	$	(0.00	)*	$	(0.00	)*	$	(0.00	)
- Diluted	$	0.00	*	$	(0.00	)*	$	(0.00	)*	$	(0.00	)*
Weighted average number of common shares outstanding
- Basic		13,929,581			13,929,581			13,929,581			13,929,581
- Diluted		14,529,581			13,929,581			13,929,581			13,929,581

* denotes income (loss) ~~per~~if ~~share of~~ less than one cent per share.

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

RC-1, Inc.

CONDENSED STATEMENT OF STOCKHOLDERS'’ DEFICIT

~~For the Three and Six Months Ended June 30, 2020 and 2019~~(UNAUDITED)

(UNAUDITED)

	Common Stock				Additional		Common Stock
			Amount		Paid in		Issuable/			Accumulated			Shareholders'
	Shares		($.001 Par)		Capital		Receivable			Deficit			Deficit

Balances at December 31, 2018		13,929,581	$	13,930	$	2,865,024	$	120,000		$	(3,291,436	)	$	(292,482	)

Net loss for the period		–		–		–		–			(27,730	)		(27,730	)

Balances at March 31, 2019		13,929,581		13,930		2,865,024		120,000			(3,319,166	)		(320,212	)

Net income for the period		–		–		–		–			2,030			2,030

Balances June 30, 2019		13,929,581		13,930		2,865,024		120,000			(3,317,136	)		(318,182	)

Net loss for the period		–		–		–		–			(3,414	)		(3,414	)

Balances September 30, 2019		13,929,581	$	13,930	$	2,865,024	$	120,000		$	(3,320,550	)	$	(321,596	)

Balances at December 31, 2019		13,929,581	$	13,930	$	2,865,024	$	120,000		$	(3,340,421	)	$	(341,467	)

Shares to be cancelled at end of direct financing lease		–		–		30,000		(30,000	)		–			–

Net loss for the period		–		–		–		–			(32,389	)		(32,389	)

Balances at March 31, 2020		13,929,581		13,930		2,895,024		90,000			(3,372,810	)		(373,856	)

Net loss for the period		–		–		–		–			(5,708	)		(5,708	)

Balances June 30, 2020		13,929,581		13,930		2,895,024		90,000			(3,378,518	)		(379,564	)

Net income for the period		–		–		–		–			16,365			16,365

Balances September 30, 2020		13,929,581	$	13,930	$	2,895,024	$	90,000		$	(3,362,153	)	$	(363,199	)

	Common Stock				Additional		Common
			Amount		Paid in		Stock			Accumulated			Shareholders'
	Shares		($.0001 Par)		Capital		Issuable			Deficit			Deficit
Balances at December 31, 2018		13,929,581	$	13,930	$	2,865,024	$	120,000		$	(3,291,436	)	$	(292,482	)
Net loss		–		–		–		–			(27,730	)		(27,730	)
Balances at March 31, 2019		13,929,581		13,930		2,865,024	$	120,000			(3,319,166	)		(320,212	)
Net income		–		–		–		–			2,030			2,030
Balances at June 30, 2019		13,929,581	$	13,930	$	2,865,024	$	120,000		$	(3,317,136	)	$	(318,182	)
Balances at December 31, 2019		13,929,581	$	13,930	$	2,865,024	$	120,000		$	(3,340,421	)	$	(341,467	)
Shares to be cancelled at end of direct financing lease		–		–		30,000		(30,000	)		–			–
Net loss		–		–		–		–			(32,389	)		(32,389	)
Balances at March 31, 2020		13,929,581		13,930		2,895,024		90,000			(3,372,810	)		(373,856	)
Net income		–		–		–		–			(5,708	)		(5,708	)
Balances at June 30, 2020		13,929,581	$	13,930	$	2,895,024	$	90,000		$	(3,378,518	)	$	(379,564	)

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

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~5

5RC-1, Inc.

~~RC-1,~~CONDENSED ~~Inc.~~STATEMENTS OF CASH FLOWS

~~CONDENSED STATEMENTS OF CASH FLOWS~~(UNAUDITED)

(UNAUDITED)

	Nine Months Ended
	September 30,			September 30,
	2020			2019
Cash Flows From Operating Activities:
Net loss	$	(21,732	)	$	(29,113	)

Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation		1,652			5,818
Non-cash rent expense		–			45,000
Gain on sale of assets		–			(20,000	)

Changes in Operating Assets and Liabilities
Decrease in lease receivable - related party		300,000			–
Decrease in interest receivable - related parties		892			–
Increase (Decrease) in accounts payable		9,749			(19,325	)
(Increase) Decrease in accrued liabilities - related parties		(24,802	)		56,594
Increase in accrued interest payable		5,625			5,625
(Decrease) Increase in accrued interest - related parties		(35,764	)		634

Net cash provided by operating activities		235,620			45,233

Cash Flows From Investing Activities:
Purchase of asset for financing lease		(300,000	)		–
Collections on notes receivable		33,114			–

Net cash used in investing activities		(266,886	)		–

Cash Flows From Financing Activities:
Proceeds from line of credit from related parties		396,746			165,000
Proceeds from note payable to related parties		287,500			–
Payments on note payable to related parties		(287,500	)		–
Payments on line of credit from related parties		(370,522	)		(220,769	)
Net cash provided by (used in) financing activities		26,224			(55,769	)

Net Decrease in Cash		(5,042	)		(10,536	)

Cash At The Beginning of The Year		50,106			50,596

Cash At The End of The Year	$	45,064		$	40,060


Schedule Of Non-Cash Investing And Financing Activities

Asset transferred in direct financing lease	$	300,000		$	–
Assets sold for note receivable	$	–		$	50,000

Supplemental Disclosure
Cash paid for interest	$	46,694		$	–
Cash paid for income taxes	$	–		$	–

	Six Months Ended
	June 30, 2020			June 30, 2019
Cash Flows From Operating Activities:
Net loss	$	(38,097	)	$	(25,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,102			5,267
Non-cash rent expense		–			30,000
Gain on sale of assets		–			(20,000	)
Changes in operating assets and liabilities
Decrease in lease receivable – related party		46,229			–
Increase in interest receivable – related parties		(1,777	)		–
Increase (Decrease) in accounts payable		8,549			(12,124	)
Increase in accounts payable – related parties		9,198			29,736
Increase in accrued interest – unrelated parties		3,750			3,750
(Decrease) Increase in accrued interest – related parties		(35,676	)		565
Net cash (used in) provided by operating activities		(6,722	)		11,495
Cash Flows From Investing Activities:
Purchase of asset for financing lease	$	(300,000	)	$	–
Collections on notes receivable		15,625			–
Net cash used in investing activities		(284,375	)		–
Cash Flows From Financing Activities:
Proceeds from line of credit from related party		343,746			123,500
Proceeds from note payable to related party		253,623			–
Repayments on line of credit from related party		(311,875	)		(146,076	)
Net cash (used in) provided by financing activities		285,494			(22,576	)
Net Decrease In Cash		(5,603	)		(11,081	)
Cash At The Beginning Of The Period		50,106			50,596
Cash At The End Of The Period	$	44,503		$	39,515
Schedule of Non-Cash Investing And Financing Activities
Assets sold for note receivable	$	–		$	50,000
Asset transferred in direct financing lease	$	300,000		$	–
Supplemental Disclosure
Cash paid for interest	$	46,694		$	–
Cash paid for income taxes	$	–		$	–

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

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~6

6RC-1, Inc.

~~RC-1,~~NOTES ~~Inc.~~TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

~~NOTES~~For TOthe ~~CONDENSED~~Three ~~FINANCIAL~~and ~~STATEMENTS~~Nine ~~(Unaudited)~~Months Ended September 30, 2020 and 2019

~~For~~NOTE ~~the~~1. ~~Three~~ORGANIZATION ~~and~~AND ~~Six Months Ended June 30,~~DESCRIPTION ~~2020~~OF ~~and~~BUSINESS ~~2019~~OPERATIONS

~~NOTE~~RC-1, Inc. (the “Company”), was incorporated in the State of Nevada on May 14, 2009. The Company is currently considered to be in the development stage and has generated only limited revenues from its activities in the racing business. R-Course Promotions, LLC was formed in the State of California on October 30, 2007. On June 1, 2009, in a merger classified as a transaction between parties under common control, the sole membership interest owner in R-Course Promotions, LLC exchanged 125,000 membership interests for 1,786 common shares in RC-1, Inc. ~~ORGANIZATION~~Subsequent ~~AND~~to ~~DESCRIPTION~~the consummation of the merger, R-Course Promotions, LLC ceased to exist. The results of operations of OFRC-1, ~~BUSINESS~~Inc. ~~OPERATIONS~~and R-Course Promotions, LLC have been combined from October 30, 2007 forward through the date of merger.

~~RC-1, Inc. (the “Company”), was incorporated in the State of Nevada on May 14, 2009.~~ The Company is ~~currently~~a ~~considered to be in the development stage,and has~~motorsports ~~generated~~marketing ~~only~~business ~~limited~~focused ~~revenues~~primarily ~~from its activities~~ in ~~the~~road racing ~~business.~~events ~~R-Course Promotions, LLC was formed~~ in ~~the~~North ~~State~~America ~~of California~~utilizing onNASCAR ~~October~~type ~~30,~~competition ~~2007~~equipment. On June 1, 2009, in a merger classified as a transaction between parties under common control, the sole membership interest owner in R-Course Promotions, LLC exchanged 125,000 membership interests for 1,786 common shares in RC-1, Inc. Subsequent to the consummation of the merger, R-Course Promotions, LLC ceased to exist. The results of operations of RC-1, Inc. and R-Course Promotions, LLC have been combined from October 30, 2007 forward through the date of merger.

~~The~~NOTE ~~Company~~2. isSUMMARY aOF ~~motorsports marketing~~SIGNIFICANT ~~business focused primarily in road racing events in North America utilizing NASCAR type competition equipment.~~ACCOUNTING POLICIES

~~NOTE~~Basis 2.of ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~presentation

~~Basis~~The Company’s condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~presentation~~America (“U.S. GAAP”).

~~The~~Interim ~~Company’s~~Condensed ~~condensed~~Financial ~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).~~Statements

~~Interim~~The ~~Condensed~~accompanying ~~Financial~~condensed ~~Statements~~financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete condensed financial statements. In our opinion the condensed financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the condensed financial statements not misleading. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2020. For more complete financial information, these unaudited condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2019 filed with the SEC.

~~The~~Use accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete condensed financial statements. In our opinion the condensed financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2020. For more complete financial information, these unaudited condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2019 filed with the SEC on April 14, 2020.Estimates

~~Use~~The preparation of ~~Estimates~~condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The preparation of condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.7

Cash and cash equivalents

The Company considers all highly liquid ~~investments~~ investments with an original maturity of three months or less as cash equivalents. The Company has no cash equivalents. The Company ~~maintains~~ maintains cash with a commercial bank. The deposits are made with a reputable financial institution and the Company does not anticipate ~~realizing~~ realizing any losses from these deposits.

7Property and equipment

Property and equipment are recorded at cost and depreciated under the straight-line method over each item's estimated useful life. The Company uses a 5 year life for racecars and equipment, 7 years for furniture and fixtures.

~~Property~~Financial and equipment are recorded at cost and depreciated under the straight-line method over each item's estimated useful life. The Company uses a 5 year life for racecars and equipment, 7 years for furniture and fixtures.Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 825 “Financial Instruments”. The carrying values of its accounts payable, note payable (current portion), line of credit, accrued expenses, and other current liabilities approximate fair value due to the short-term maturities of these instruments.

~~The~~Revenue Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 825 “Financial Instruments”. The carrying values of its accounts payable, note payable (current portion), line of credit, accrued expenses, and other current liabilities approximate fair value due to the short-term maturities of these instruments.recognition

The Company adopted ASU 2014-09, “Revenue from ~~recognition~~Contracts with Customers” on January 1, 2018, using the modified retrospective method, which did not have a material impact on the timing and amount of product revenues.

The ~~Company~~new ~~adopted~~revenue ~~ASC~~recognition ~~606~~standard ~~“Revenue~~prescribes ~~from~~a ~~Contracts~~five-step ~~with~~model ~~Customers”~~that focuses on ~~January~~transfer 1,of ~~2018,~~control ~~using~~and entitlement to payment when determining the ~~modified~~amount ~~retrospective~~of ~~method~~revenue to be recognized. Under the new guidance, ~~which~~an ~~did~~entity ~~not~~is ~~have~~required to perform the following five steps: (1) identify the contract(s) with a ~~material~~customer; ~~impact~~(2) onidentify the ~~timing~~performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and ~~amount~~(5) ofrecognize ~~product~~revenue ~~revenues~~when (or as) the entity satisfies a performance obligation.

The ~~new~~majority ~~revenue~~of revenues ~~recognition~~are ~~standard~~from ~~prescribes a~~consulting ~~five-step~~services ~~model~~provided ~~that~~at ~~focuses~~events onwhich ~~transfer~~range offrom ~~control~~one ~~and~~day ~~entitlement~~ to ~~payment~~one ~~when~~week ~~determining~~in ~~the~~length. ~~amount~~The ofCompany ~~revenue~~also toearns revenues befrom ~~recognized. Under~~entering ~~the~~their ~~new~~race ~~guidance,~~cars aninto ~~entity~~events whereby there is ~~required~~a tomoney ~~perform~~purse for finishing positions. The revenues from these events are recognized upon completion of the ~~following~~contracted ~~five~~services. ~~steps:~~In ~~(1)~~the ~~identify~~event that the ~~contract(~~Company’s) ~~with~~revenues aare ~~customer;~~for services ~~(2)~~provided ~~identify~~under ~~the~~contracts ~~performance~~greater ~~obligations~~than one month in length, the ~~contract;~~contracts ~~(3)~~will ~~determine~~be ~~the~~billed ~~transaction~~in ~~price;~~total ~~(4)~~at ~~allocate~~the onset of the ~~transaction~~contact ~~price~~period, and to the ~~performance~~extent ~~obligations~~that billings exceed revenue earned, the Company will record such amount as deferred revenue until the revenue is earned. Revenue will be recognized on these contracts in the period the services are provided under the contract;. ~~and~~Expenses ~~(5)~~associated with ~~recognize~~providing ~~revenue~~the ~~when~~services ~~(or~~are ~~as)~~recognized in the ~~entity~~period ~~satisfies~~the aservices ~~performance~~are ~~obligation~~provided which coincides with when the revenue is earned.

~~The~~Net ~~majority of revenues~~income ~~are~~(loss) ~~from~~per consulting services provided at events which range from one day to one week in length. The Company also earns revenues from entering their race cars into events whereby there is a money purse for finishing positions. The revenues from these events are recognized at a point when the performance obligation is met. In the event that the Company’s revenues are for services provided under contracts greater than one month in length, the contracts will be billed in total at the onset of the contact period, and to the extent that billings exceed revenue earned, the Company will record such amount as deferred revenue until the performance obligations is met. Revenue will be recognized on these contracts in the period the services are provided under the contract. Expenses associated with providing the services are recognized in the period the services are provided which coincides with when the revenue is earned.share

~~Net~~The ~~income~~Company utilizes FASB ASC 260, “Earnings per Share.” Basic earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock options and warrants using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. For the three months ended September 30, 2020, there were 600,000 potentially dilutive shares. For the nine months ended September 30, 2020 and 2019, 600,000 shares of common stock issuable are considered anti-dilutive.

The Company utilizes FASB ASC 260, “Earnings per Share.” Basic earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock options and warrants using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. For the three and six months ended June 30, 2020 and 2019 there were no potentially dilutive shares.8

~~Products~~Accounting ~~and~~for ~~services, geographic areas and major customers~~Leases

~~The~~In ~~Company~~February ~~earns~~2016, ~~revenue~~FASB ~~from~~issued ~~race~~ASU ~~purses~~2016-02, ~~race~~Leases ~~event~~(Topic ~~consulting~~842). effective for fiscal year beginning after December 15, 2018. ASU 2016-02 requires the recognition of lease assets and lease liabilities on the ~~occasional~~balance ~~sale~~sheet for leases classified as operating, direct financing or sales type leases. The Company adopted the provisions of ~~racecars~~ASC 842 for the year ended December 31, ~~but~~2019. ~~does~~Prior ~~not~~to ~~separate~~2019, ~~sales~~the ~~from~~Company ~~different~~had ~~activities~~no ~~into~~leases ~~operating~~which ~~segments~~required retroactive application.

8Products and services, geographic areas and major customers

~~Concentrations~~The Company earns revenue from race purses, race event consulting and the occasional sale of ~~debt~~racecars, ~~financing~~but does not separate sales from different activities into operating segments.

~~The~~Concentrations ~~Company has line~~ of ~~credit~~debt agreements with companies owned and operated by the Company’s CEO and majority shareholder. Outstanding principal on these lines of credit account for 37.88% and 07% of the Company line of credit balances at June 30, 2020 and December 31, 2019, respectively. See Note 7 for further discussion of line of credit terms and relationships.financing

~~Stock~~The ~~based~~Company ~~compensation~~has line of credit agreements with companies owned and operated by the Company’s CEO and majority shareholder. Outstanding principal on these lines of credit account for 30.6% and 20.18% of the Company line of credit balances at September 30, 2020 and December 31, 2019, respectively. See Note 7 for further discussion of line of credit terms and relationships.

~~The Company accounts for employee and non-employee stock awards under FASB ASC 718, “Compensation –~~ Stock ~~Compensation”, whereby equity instruments issued to employees for services are recorded~~ based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.compensation

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~accounts for employee and non-employee stock awards under FASB ASC 718, “Compensation – Stock Compensation”, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

~~Management~~Recent ~~does~~Accounting ~~not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on our condensed financial statements.~~Pronouncements

~~NOTE~~Management 3.does ~~GOING~~not ~~CONCERN~~believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on our condensed financial statements.

~~The~~NOTE ~~Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business~~3. ~~The~~GOING financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.CONCERN

~~The~~These ~~Company~~condensed ~~has~~financial astatements ~~minimum~~have ~~cash~~been prepared ~~balance~~in ~~available for~~accordance ~~payment~~with ofgenerally ~~ongoing~~accepted ~~operating~~accounting ~~expenses.~~principles Asapplicable ofto ~~June~~a ~~30,~~going ~~2020~~concern, ~~the~~which ~~Company~~contemplates ~~has~~the ~~an accumulated deficit~~ realization of ~~$3,378,518~~assets and ~~negative working capital of $373,153. For~~ the ~~six~~satisfaction ~~months ended June 30, 2020, the Company had a net loss~~ of ~~$38,097~~liabilities and acommitments ~~net~~in ~~cash~~the ~~outflow from~~normal ~~operating~~course ~~activities~~ of ~~$6,722~~business. ~~These~~The ~~matters raise substantial doubt about the~~ Company’'s ability to continue as a going concern ~~for a period of twelve months from the issue date of this report. Its continued existence~~ is ~~dependent~~contingent upon its ability to ~~continue~~ to ~~execute~~achieve ~~its operating plan~~ and tomaintain ~~obtain~~profitable ~~additional~~operations, ~~debt~~and ~~or equity financing. There can be no assurance~~ the ~~necessary~~Company’s ability ~~debt~~to orraise ~~equity~~additional ~~financing~~capital ~~will~~as ~~be available or will be available on terms acceptable to the Company~~required.

~~NOTE~~The 4Company has a minimum cash balance available for payment of ongoing operating expenses. ~~PROPERTY~~As ~~AND~~of ~~EQUIPMENT~~September 30, 2020, the Company has an accumulated deficit of $3,362,153 and negative working capital of $368,704. For the nine months ended September 30, 2020, the Company had a net loss of $21,732. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to the Company.

~~Property and equipment values recorded at cost are as follows:~~9

	June 30, 2020			December 31, 2019
Race cars	$	11,013		$	11,013
Less: Accumulated depreciation		(4,958	)		(3,856	)
Property and equipment, net	$	6,055		$	7,157

NOTE 4. PROPERTY AND EQUIPMENT

~~Depreciation~~Property ~~expense~~and ~~for~~equipment ~~the~~values ~~three and~~recorded ~~six~~at ~~months~~cost ~~ended~~are ~~June~~as ~~30, 2020 and 2019 were $551 and $2,216 respectively and $1,102 and $5,267 respectively.~~follows:

On June 1, 2019, the Company sold two racecars for $50,000 recognizing a gain of $20,000. (The racecars were purchased from the same party in 2017).

	September 30, 2020			December 31, 2019

Simulation rig	$	11,013		$	11,013
Less: Accumulated depreciation		(5,508	)		(3,856	)

Property and equipment, net	$	5,505		$	7,157

9Depreciation expense for the three and nine months ended September 30, 2020 and 2019 were $550 and $1,652 respectively and $551 and $5,818 respectively.

~~NOTE~~On 5June 1, 2019, the Company sold two racecars for $50,000 recognizing a gain of $20,000. ~~NOTE~~(The ~~RECEIVABLE~~racecars were purchased from the same party in 2017).

OnNOTE ~~June 1, 2019, the Company sold two racecars to a related party for a $50,000 note receivable, resulting in a gain of $20,000~~5. ~~The~~NOTE ~~interest~~RECEIVABLE ~~rate~~– ~~on the note is 1% per annum~~RELATED and payments of $1,000 per month began August 2019 and increase to $4,778 per month in March 2020, with a final payment of $525 in December 2020. Effective April 1, 2020, the repayment terms were amended due to disruption caused by the COVID-19 outbreak. Payments of $1,350 will be due after each event in the NASCAR race schedule which consists of 36 events ending in November 2020. The balance of the note was $34,375 and $50,000 as of June 30, 2020 and December 31, 2019, respectivelyPARTY

~~NOTE~~On 6June 1, 2019, the Company sold two racecars to a related party for a $50,000 note receivable, resulting in a gain of $20,000. ~~LEASE~~The ~~RECEIVABLE~~interest –rate ~~RELATED~~on the note is 1% per annum ~~PARTY~~and payments of $1,000 per month began August 2019 and increase to $4,778 per month in March 2020, with a final payment of $525 in December 2020. Effective April 1, 2020, the repayment terms were amended due to disruption caused by the COVID-19 outbreak. Payments of $1,350 will be due after each event in the NASCAR race schedule which consists of 36 events ending in November 2020. The balance of the note was $16,886 and $50,000 as of September 30, 2020 and December 31, 2019, respectively.

OnNOTE ~~January 28,2020, the Company purchased an Audi Sportscar from a related party for $300,000~~6. OnLEASE ~~February~~RECEIVABLE ~~15,~~– ~~2020, the Company leased the vehicle back to the same related~~RELATED party. The term of the lease is for 24 months with payments of $14,125 per month. At the end of the lease, 200,000 shares of stock of the Company owned by the related party will be cancelled at a value of $.15 per share. In addition, the related party has the right to purchase the car for $1,000. The lease is classified as a financing lease under ASC 842. The present value of the lease payments, excluding the end of lease provisions, discounted at an interest rate of 12%, is $300,063. The Company is using the actual cost of the vehicle as the initial value of the lease in accordance with ASC 842-30-55-17A.PARTY

~~The~~On ~~undiscounted~~January ~~cash~~28, ~~flow~~2020, ~~principal~~the ~~payments~~Company purchased an Audi Sportscar from a related party for $300,000. On February 15, 2020, the ~~remaining~~Company leased the vehicle back to the same related party. The term of the lease is for 24 months with payments of $14,125 per month. At the end of the lease, 200,000 shares of stock of the Company owned by the related party will be cancelled at a value of $.15 per share. In addition, the related party has the right to purchase the car for $1,000. The lease is classified as ~~follows:~~a financing lease under ASC 842. The present value of the lease payments, excluding the end of lease provisions, discounted at an interest rate of 12%, is $300,063. The Company is using the actual cost of the vehicle as the initial value of the lease in accordance with ASC 842-30-55-17A.

2020 (remainder of year)	$	98,875
2021		169,500
2022		14,125
Total		282,710
Less deferred interest		(28,939	)
Less current portion		(158,700	)
Long-term lease receivable	$	95,071

On August 11, 2020, the lessee paid the remaining balance of the lease obligation of $245,811. The 200,000 shares of stock had not been formally cancelled as of September 30, 2020.

NOTE 7. LINES OF CREDIT

On October 15, 2012, the Company entered ~~into~~ into a revolving line of credit agreement with TVP Investments, LLC, and a Georgia Limited Liability Company in the amount up to $500,000. The line of credit is unsecured, bears interest of 10% and has a maturity date of December 31, 2023. As of ~~June~~ September 30, 2020, and December 31, 2019, the balance of the line of credit was $75,000. As of ~~June~~September 30, 2020, and December 31, 2019, the Company had accrued interest on this line of credit in the amounts of $4850,~~668~~543 and $44,918, respectively.

The Company also has a business line of ~~credit~~ credit up to $3,000 with Well Fargo bank. The line of credit is unsecured with a variable interest rate of approximately 18.0%. No amounts have been drawn on this Line.

NOTE 8. STOCKHOLDERS’ EQUITY

There are 10,000,000 shares of preferred ~~stock~~ stock authorized with a $.001 par value, of which no shares are outstanding.

There are 190,000,000 shares of common stock authorized with a par value of $.001 per share, of which 13,929,581 shares are issued and outstanding as ofat ~~June~~September 30, 2020.

In January 2017, the Company entered into a 36-month warehouse lease with Rick Ware, payable in 1,200,000 shares of the Company’s common stock. As of ~~June~~September 30, 2020, 400,000 shares had been issued under this agreement.

There were no issuances of preferred or ~~common~~ common stock during the three and ~~six~~nine months ended ~~June~~September 30, 2020.

NOTE 9. RELATED PARTY TRANSACTIONS

Consulting revenue from related parties

On February 15, 2019, the Company entered into a three-year contract to provide marketing and branding consulting services to a related party. The majority shareholder of the client is also a shareholder in the Company. Consulting revenue recognized for the three and ~~six~~nine months ended ~~June~~September 30, 2020 ~~and~~ and 2019 was $2045,~~832~~136 and $3479,~~720~~856, and $2735,~~780~~836 and $5288,~~448~~284, respectively.

Consulting expense to related parties

On December 31, 2018, the Company extended for three years a previous consulting agreement with General Pacific Partners, LLC a company owned and operated by the CEO and majority shareholder, to provide consulting services in the motor sports marketing industry. The consulting agreement requires a $5,000 monthly fee and can be terminated by either party pursuant to a 60-day notice. During each of the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, the Company incurred related party consulting expense of $16,350 and $15,000 and $3046,350 and $45,000, respectively. As of ~~June~~ September 30, 2020, and December 31, 2019, the Company had an accrued payable balance due to this related party of $~~159~~125,~~713~~863 and $150,000, respectively.

Lines of credit to related parties

On October 1, 2009, the Company entered ~~into~~ into a line of credit agreement for up to $600,000 with a related party owned and operated by the CEO and majority shareholder ~~that~~ that also provides motor sports marketing industry consulting services to the Company as needed. Under the agreement, the Company ~~receives~~ receives operating fund advances and reimbursement for expenses incurred on behalf of the Company. The loan bears interest at eight ~~percent~~ percent (8%) per annum. As of ~~June~~September 30, 2020, and December 31, 2019, the Company owed $5044,~~235~~588 and $18,364, respectively, on the line of credit to this related party. As of ~~June~~September 30, 2020, and December 31, 2019, the Company had accrued interest on this line of credit in the amounts of $~~228~~129 and $35,929, respectively.

On August 5, 2013, the Company entered ~~into~~ into a line of credit agreement for up to $600,000 with a related party owned and operated by the CEO and majority shareholder. ~~Under~~ Under the agreement, the Company receives operating fund advances and reimbursement for expenses incurred on behalf of the Company. As As of ~~June~~September 30, 2020, and December 31, 2019, the Company owed $600 under this line of credit to this related party. As of ~~June~~ September 30, 2020, and December 31, 2019, the Company had accrued interest of $83,~~567~~578 and $83,542, respectively.

Notes payable – related party

On March 6, 2020, the Company borrowed $287,500 from a related party. The term of the note is 36 months with payments of $14,055 per month commencing April 6, 2020 including interest at 12%. ~~Payments~~On ~~will~~August ~~continue~~11, ~~until~~2020, the ~~note~~loan iswas ~~paid~~repaid in full. ~~The Company had a balance due at June 30, 2020 of $253,623.~~ Interest expense of $813,~~288~~690 has been paid.

11Expense reimbursements

~~Expense~~The ~~reimbursements~~majority shareholder of the Company pays certain ongoing operating costs from personal funds and is periodically reimbursed. As of September 30, 2020, and December 31, 2019, the amount due to the shareholder was $10,936 and $11,601, respectively, and is reflected in accrued liabilities – related parties on the balance sheet.

~~The~~NOTE ~~majority shareholder of the Company pays certain ongoing operating costs from personal funds and is periodically reimbursed~~10. AsSUBSEQUENT ~~of June 30, 2020, and December 31, 2019, the amount due to the shareholder was $11,086 and $11,601, respectively, and is reflected in accounts payable – related parties on the balance sheet.~~EVENTS

~~NOTE 10. SUBSEQUENT EVENTS~~COVID-19

Management has concluded that the COVID-19 outbreak in 2020 may have a significant impact on business in general, but the potential impact on the Company is not currently measurable. Due to the level of risk this virus may have on the global economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financials. Management has not been able to measure the potential financial impact on the Company but will review commercial and federal financing options should the need arise.

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

FORWARD-LOOKING STATEMENT NOTICE

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Overview

This section contains forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion should be read in conjunction with the financial statements and notes thereto included herein.

We are a small auto competition and event management business that has participated primarily in NASCAR and IMSA sanctioned events. We utilize our racecars to provide marketing and branding services to client advertisers desiring to use our racecars to market their product or service by having our vehicles carry their corporate brand. We have conducted limited operations to date.

Election under JOBS Act of 2012

The Company has chosen to opt-in and make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act of 2012. This election is irrevocable. If we choose to adopt any accounting standard on the public company time frame we would be required to adopt all subsequent accounting standards on the public company time frame.

Jumpstart Our Business Startups Act

In April, 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;

Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;

Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

In general, under the JOBS Act a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was affected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

(i)

The completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more;

(ii)

The completion of the fiscal year of the fifth anniversary of the company's IPO;

(iii)

The company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

(iv)

The company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

(i)

Audited financial statements required for only two fiscal years;

(ii)

Selected financial data required for only the fiscal years that were audited;

(iii)

Executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.13

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period and will “opt-in” and make use of the transitional period.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Significant Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 12 of the Notes to ~~Consolidated~~Condensed Financial Statements describes the significant accounting policies used in the ~~preparation~~ preparation of the ~~consolidated~~condensed financial statements. Certain of these significant accounting policies are considered to be critical ~~accounting~~ accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Use of Estimates – These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated the expected economic life ~~and value~~ of our ~~licensed~~long ~~technology~~lived assets, our net operating loss for tax purposes ~~and our stock, option and warrant expenses related to compensation to employees and directors, consultants and investment banks~~. ~~Actual~~ Actual results could differ from those estimates.

Cash and Equivalents – We maintain our cash in bank deposit accounts, which at times, may exceed federally insured limits. We have not experienced any losses in such account.

Revenue Recognition – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue ~~From~~from Contracts ~~With~~with Customers, effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures.

The majority of revenues are from consulting services provided at events which range from one day to one week in length. The revenues from these events are recognized upon completion of the contracted services. In the event that the Company’s revenues are for services provided under contracts greater than one month in length, the contracts will be billed in total at the onset of the contact period, and to the extent that billings exceed revenue earned, the Company will record such amount as deferred revenue until the revenue is earned. We recognize revenue on these contracts in the period the services are provided under the contract. Expenses associated with providing the services are recognized in the period the services are provided which coincides with when the revenue is earned.

Our revenues, to date, has been derived from ~~advertising,~~consulting ~~and~~fees ~~from race purses~~. Revenue is recognized on an accrual basis as earned under contract terms.

Property and equipment – Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life. The Company uses a 5 year life for racecars and equipment, 7 years for furniture and fixtures.

~~Intangible and~~ Long-Lived Assets – We follow FASB ASC 360-10-35 which has established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. During the ~~period~~periods ~~ended~~ending September 30, 2020 and December 31, 2019 ~~2017~~ no impairment losses were recognized.

Stock Based Compensation – We recognize expenses for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification 718. Accordingly, compensation cost is recognized for the fair value of the instrument issued. For equity instruments issued to non-employees, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed.

Plan of Operations

RC-1, Inc. (the “Company”), ~~was~~ was incorporated in the State of Nevada on May 14, 2009. The Company is a motorsports marketing and consulting business focused primary in road racing events in North America utilizing NASCAR type competition equipment. The Company is currently considered to be in the development stage, and has generated only limited revenues from its activities in the racing business.

We will continue to focus in “Road Racing” motorsports events organized by several motorsports sanctioning bodies such as The National Association for Stock Car Auto Racing ("NASCAR"), and The International Motorsports Association ("IMSA") and the Sports Car Vintage Racing Association (SVRA).

In addition, we intend to continue to compete in the ~~Toyota Southwest Superlate Model Series,~~ SVRA and the GAAS series in an effort to promote our business and brand in the western United States.

Going Concern

As of ~~June~~September 30, 2020, RC-1, Inc. had an ~~accumulated~~ accumulated deficit of $3,~~378~~362,~~518~~153, and a working capital deficiency of $~~373~~368,~~153~~704. These factors raise substantial doubt about our ability to continue as a going concern.

Management expects to raise $300,000 in capital through the issuance of debt and equity and believes it will be able to raise sufficient capital over the next twelve months to finance operations. However, there can be no assurances that the Company will be successful in this regard or will be able to eliminate its operating losses. The accompanying financial statements do not contain any adjustments which may be required as a result of this uncertainty.

~~Management~~Expected management estimates for the cost of operating the business through ~~June~~September 30, 2021 will require additional capital of up to Three Hundred Thousand dollars ($300,000) ~~consisting~~ consisting of: $20,000 for registration and licenses required for entry in sanctioned racing events; $20,000 for travel and lodging; $6020,000 for marketing and branding; $30,000 for legal and accounting; $15,000 for engineers and consultants; $1015,000 for parts, $5090,000 for engine and transmission leases. $50,000 for fuels and tires; $1510,000 for racecar ~~transporter~~transport and travel; $20,000 for debt service of all Company notes payable; and $10,000 in airfare and rental cars.

17The Company has no outstanding payments due for the lease of race cars at this time.

The Company intends to hold discussions with existing shareholders, new prospective shareholders and various lenders in pursuing the capital we need for the upcoming twelve months of operations. Additionally, the Company may elect to draw down additional proceeds from its line of credit with General Pacific Partners, LLC and TVP Investments, LLC, Inc. There can be no assurance that we will be able to raise any additional equity or debt capital.

The Company’s capital requirements consist of general working capital needs, scheduled principal and interest payments on debt when required, obligations, and capital expenditures. The Company’s capital resources consist primarily of cash generated from proceeds through the issuances of common stock. At ~~June~~September 30, 2020, the ~~company~~Company had cash of approximately $4445,~~503~~000.

Result of Operations

Three Months Ended ~~June~~September 30, 2020 Compared to Three Months Ended ~~June~~ September 30, 2019

Revenues

The Company recognized $2050,~~832~~136 in related party revenue during the three months ended ~~June~~September 30, 2020 and $2735,~~780~~836 in revenue for the same period in 2019. The ~~revenue~~Company recognized ~~was~~$5,000 ~~from~~ consulting revenue from ~~one~~unrelated ~~client~~parties ~~and~~in ~~was~~the ~~delayed~~three ~~due~~months toended ~~the~~September ~~Chinese~~30, ~~Corona~~2020. ~~virus~~The ~~outbreak~~Company ~~and~~did ~~temporary~~not recognize ~~business~~any ~~closures~~racing ~~during~~event related revenue. The increase in revenue for the ~~period~~quarter was due to an increase in contracted consulting revenue.

Operating Expenses

For the three months ended ~~June~~September 30, 2020 operating expenses were $2629,~~931~~841 compared to $4337,~~656~~306 in 2019 for a decrease of $167,~~725~~ 465. The decrease is due to a decrease in general and administrative expenses.,

Interest and Financing Costs

Interest was $~~391~~7,418 for the three months ended ~~June~~ September 30, 2020 compared to $171,~~906~~944 in the three months ended ~~June~~September 30, 2019. The ~~decrease~~increase in the interest expense was related directly to aan ~~reduction~~increase in ~~related~~the ~~party~~overall debt of the company. The Company recognized interest income of $3,488 related to notes and lease receivables.

Net Loss

The Company incurred ~~net~~income ~~loss~~ of $516,~~708 in~~365 in the three months ended ~~June~~September 30, 2020 compared to ~~net~~a ~~income~~loss of $23,~~030~~414 during the three months ended ~~June~~September 30, 2019., ~~This loss for the quarter was primarily~~ due to the ~~temporary~~factors ~~closure~~discussed ~~of the business of our primary client due to the Chinese Corona virus~~above.

~~Result~~Nine ofMonths ~~Operations~~Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

Revenues

The Company recognized $3484,~~720~~856 in revenue during the ~~six~~nine months ended ~~June~~September 30, 2020 and $5288,~~448~~284 in revenue for the same period in 2019. The ~~reduction~~Company indid ~~revenue~~not ~~for~~recognize ~~the~~any ~~quarter~~racing ~~was~~event ~~due~~related torevenue. ~~the~~The ~~affects~~decrease ofin revenue for the ~~Chinese~~quarter ~~Corona~~was ~~virus~~due ~~with~~to ~~our~~an ~~primary~~decrease in contracted consulting ~~client~~revenue.

Operating Expenses

For the ~~six~~nine months ended ~~June~~September 30, 2020 ~~operating~~ operating expenses were $71101,~~378~~219 compared to $93131,~~831~~137 in 2019 for a decrease of $2229,~~453~~918. The decrease is due to a decrease in general and administrative ~~fees~~ expenses to $610,~~328~~119 from $4056,~~281 for a difference of $33,953~~787.

Interest and Financing Costs

Interest expense, ~~net~~ was $122,~~439~~185 for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~interest income, net of~~ $156,~~684~~260 in the ~~six~~nine months ended ~~June~~September 30, 2019. The increase in the interest expense was related directly to ~~payments~~an ~~made~~increase ~~for~~in the ~~reduction~~overall debt of ~~related~~the ~~party~~company. ~~debt,~~The ~~offset~~Company byrecognized interest ~~income~~revenue of $1316,~~328~~816 for the nine months ended September 30, 2020 related to financing leases initiated in 2020. In addition, the Company recorded a $20,000 gain on the sale of racecars to a related party in 2019.

Net Loss

The Company incurred losses of $3821,~~097~~ 732 in the ~~six~~ nine months ended ~~June~~September 30, 2020 compared to $2529,~~699~~113 during the ~~six~~nine months ended ~~June~~September 30, 2019, due to the ~~temporary closure of the~~factors ~~business~~discussed ~~of our primary consulting client~~above.

LIQUIDITY AND CAPITAL RESOURCES

The ~~company~~Company had $4445,~~503~~064 in cash at ~~June~~September 30, 2020, with a working capital deficit of $~~373~~368,~~153~~704. As of December 31, 2019, the Company had cash of $50,106 with a working capital ~~deficit~~ deficit of $348,624.

~~Cash Flows for the Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019.~~17

Cash Flows for the Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019.

Operating activities

During the ~~six~~nine months ended ~~June~~ September 30, 2020, we ~~used~~were provided with $6235,~~722~~620 in cash from operating activities compared to $45,233 in cash provided ~~of $11,495~~ during the ~~six~~ nine months ended ~~June~~September 30, 2019, a ~~difference~~an increase of $18190,~~217~~387. The ~~decrease~~increase ~~between the two periods~~ was ~~largely~~ due to an increase in ~~net~~accounts ~~loss~~payable and a decrease in payment of lease receivable.

Investing activities

We used $~~284~~266,~~375~~886 in cash ~~flow~~ in investing ~~activities~~ activities during the ~~six~~nine months ended ~~June~~September 30, 2020 compared to no$0 ~~cash~~during ~~flow~~the innine ~~investing~~months ~~activities~~ended ~~for~~September ~~the~~30, ~~same period in~~ 2019~~. The~~, ~~increase~~due into ~~cash used in investing activities was~~ the purchase of an asset ~~subsequently~~for ~~used in~~ a ~~direct~~finance ~~financing~~ lease.

Financing activities with Related Parties

During the ~~six~~nine months ended ~~June~~ September 30, 2020, we ~~generated~~were provided $~~285~~26,~~494~~224 in cash from financing activities compared to using $2255,~~576~~769 during the ~~six~~nine months ended ~~June~~ September 30, 2019~~, an increase of $308,070~~. ~~This~~The increase was due to ~~the vehicle acquisition of~~ an ~~asset~~increase ~~related~~in tomonies ~~future~~received ~~on-~~from ~~track~~our ~~portion~~line of ~~our business~~credit.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

ITEM 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our 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.

This quarterly report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered independent public accounting firm.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over ~~financial~~ financial reporting occurred during the ~~six~~nine months ended ~~June~~September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2019

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

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

During the ~~six~~three months ended ~~June~~September 30, ~~2019~~2020, there were no sale of shares of the Company's common stock.

ITEM 3. Default Upon Senior Securities

During the ~~six~~three months ended ~~June~~September 30, ~~2019~~2020, the Company had no senior securities issued and outstanding.

ITEM 4. Mine Safety Disclosures

Not applicable to our Company.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K

SEC Ref. No.		Title of Document
31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1 *		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Principal Executive Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 *		Certification of the Principal Executive Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Principal Financial Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *		Certification of the Principal Financial Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Label Linkbase Document
101.PRE*		XBRL Presentation Linkbase Document

* Filed herewith.

2120

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, thereunto duly authorized.

RC-1, Inc.

~~August~~November 1417, 2020

By: /s/ Kevin O'Connell

Kevin O'Connell

Chief Executive Officer

2221

Filing Compare · RC-1, Inc.