Management’s Discussion/Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

The following review of operations are for the years ending March 31, 2019 and December 31, 2018 and the nine month periods ending December 31, 2019 and December 31, 2018 and should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes included in this Form 8-K and with the Consolidated Financial Statements, Notes and Management’s Discussion.

Discussion as of December 31, 2019

Liquidity and Capital Resources

Our capital commitments for the coming 12 months consist of administrative expenses, expenses associated with the completion of our planned exploration program and costs of distribution of the securities being registered in this report. Including this exploration work and other costs, we estimate that we will have to incur the following expenses during the next 12 months:

⁽¹⁾ Budget Items are listed in order of priority. 

⁽²⁾ Includes $16,600 for accounting and auditing.  

Since our initial share issuances, our company has been unable to raise additional cash forcing it to rely in the future upon cash advances from its directors to meet current and future liabilities over the next few months. Based on our cash on hand of approximately $1,054 as at December 31, 2019, we will be required to raise additional funds to execute a plan of operations going forward. We have no commitment from anyone to contribute funds to the Company. If we are unable to raise sufficient funds to execute a plan of operation, we intend to scale back our operations commensurately with the funds available to us. In that regard, we will prioritize expenditures to (in order of priority): We intend to raise the capital that we require through the private placement of our securities. However, we have not received any financing commitments and there is no guarantee that we will be successful in so doing.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We do not intend to hire any employees at this time.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholder.

Results of Operations

Revenues

From our inception on July 26, 2013 (date of inception) to December 31, 2019, we did not generate any revenues.

Expenses

Three months ended December 31, 2019 and 2018

During the three months ended December 31, 2019, we incurred operating expenses of $17,243 compared to $4,677 during the three months ended December 31, 2018. We incurred $3,500 in accounting fees, $1,743 for business licensing and $12,000 in consulting fees to our President and Director for services rendered, the Company incurred $830 in additional transfer agent and filing fees for its second quarter filing.

Net Loss

During the three months ended December 31, 2019, we incurred a net loss of $18,329 compared to a net loss of $4,677 for the three months ended December 31, 2018. In addition to operating expense, the Company incurred $1,086 of interest expense for a $5,000 loan payable which is unsecured, bears interest at 10% per annum, and is due on demand, and on two new Convertible Promissory Notes bearing interest at 10% per annum. For the three months ended December 31, 2019 and 2018, the Company incurred a loss per share of $nil.

Liquidity and Capital Resources

At December 31, 2019, the Company had cash and total assets of $1,054 compared with cash and total assets of $2,111 at March 31, 2019. Overall, there was no material change in cash or total assets during the period as the Company had minimal transactions and, due to the lack of sufficient cash funding in the Company, the majority of operating expenses incurred were unpaid as of December 31, 2019.

At December 31, 2019, the Company had liabilities of $198,933 compared to liabilities of $150,359 at March 31, 2019. The increase in liabilities is due to $154 of accrued interest, a $931 increase in Notes payable for two new Convertible Promissory Notes, each bears interest at 10% per annum, and $32,500 for the 9 month total of Consulting fees increase in amounts due to related parties for unpaid consulting fees to the President and Director of the Company.

During the three months ended December 31, 2019, the Company did not have any equity or capital transactions.

Cash Flows

Cash from Operating Activities

During the nine months ended December 31, 2019, we used cash of $8,982 for operating activities compared to $26,982 during the nine months ended December 31, 2018. The decrease in cash used for operating activities is primarily due to costs incurred for DTC eligibility of $9,500 during the three months ended December 31, 2018.

Cash from Investing Activities

During the nine months ended December 31, 2019 and 2018, we did not have any investing activities.

Cash from Financing Activities

During the nine months ended December 31, 2019, we received $5,000 of funding from a loan payable which is unsecured, bears interest at 10% per annum, and is due on demand. During the nine months ended December 31, 2019, we received $2,925 in cash and $114 of expenses paid in behalf of the Company from Irvine America MB Management, LLC, a related party, in the form of two Convertible Promissory Notes, the first note dated November 29, 2019 for $2,100 and the second note dated December 13, 2019 was for $825 in cash and $114 in expense paid, each note bears interest at 10% per annum, and are due February 26, 2020 and March 13, 2020 respectively. The Notes are convertible into the common stock of the company During the nine months ended December 31, 2019, the Company received $17,500 from the former President and Director. The amounts owed to the former President and Director of the Company is unsecured, non-interest bearing, and due on demand.

Discussion as of March 31, 2019

Liquidity and Capital Resources

Since inception we have raised capital through private placements of common stock aggregating $30,000 with our only two shareholders and officers: Mr. Cortez and Mr. Soo. Our capital commitments for the coming 12 months consist of administrative expenses, expenses associated with the completion of our planned exploration program and costs of distribution of the securities being registered in this report. Including this exploration work and other costs, we estimate that we will have to incur the following expenses during the next 12 months:

⁽¹⁾ Budget Items are listed in order of priority.

⁽²⁾ Includes $16,600 for accounting and auditing.

⁽³⁾ For Phase I and Phase II of the recommended exploration program.

Since our initial share issuances, our company has been unable to raise additional cash forcing it to rely in the future upon cash advances from its directors to meet current and future liabilities over the next few months. Based on our cash on hand of approximately $2,111 as at March 31, 2019, we will be required to raise additional funds to execute our current plan of operation. We have no commitment from anyone to contribute funds to the Company. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us. In that regard, we will prioritize expenditures to (in order of priority): (i) maintain our mineral exploration license; and (ii) to conduct our planned exploration activities. We intend to raise the capital that we require through the private placement of our securities or through loans from our President. However we have not received any financing commitments and there is no guarantee that we will be successful in so doing. As at the date of this report, we have sufficient cash on hand to renew of mineral exploration permit and to complete the registration of the securities pursuant to this report, and to sustain our subsequent continuous reporting requirements for a six-month period hereafter.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We will not buy any equipment unless we locate a body of ore and determine that it is economical to extract the ore from the land. We may attempt to interest other companies to undertake exploration work on the Palayan Gold Claim through joint venture arrangement or even the sale of part of the Palayan Gold Claim. Neither of these avenues has been pursued as of the date of this report. Our geologist has recommended an exploration program for the Palayan Gold Claim. However, even if the results of this work suggest further exploration work is warranted, we do not presently have the requisite funds and so will be unable to complete anything beyond the exploration work on Phase I recommended in the Report until we raise more money or find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will be unable to complete any work beyond the exploration program recommended by our geologist. If we are unable to finance additional exploration activities, we do not have alternative operational plans. We do not intend to hire any employees at this time. All of the work on the Palayan Gold Claim will be conducted by Mr. Cortez who has extensive experience in geology. He will be responsible for supervision, surveying, exploration, and excavation and will be capable of evaluating the information derived from the exploration and excavation including advising our company on the economic feasibility of removing any mineralized material we may discover.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage company and have not generated any revenues from our exploration activities. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must invest in the exploration of our property before we start production of any minerals that we may find. Therefore, we must obtain equity or debt financing to provide the capital required to fully implement both phases of our exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholder.

Results of Operations

For the years ended March 31, 2019 and 2018

Lack of Revenues

We have limited operational history. From our inception on July 26, 2013 (date of inception) to March 31, 2019, we did not generate any revenues. As a mineral pre-exploration company, we anticipate that we will incur substantial losses for the foreseeable future and do not believe we will be able generate revenues during the next 12 months.

Expenses

During the year ended March 31, 2019, we incurred operating expenses of $31,666 comprised of $17,493 of professional fees relating to legal, accounting, and audit fees with respect to our SEC filings, and $14,173 for general and administrative costs which included transfer agent and filing costs. During the year ended March 31, 2018, we incurred operating expenses of $39,858 comprised of $21,852 of professional fees relating to legal, accounting, and audit fees with respect to our SEC filings, and $18,006 for general and administrative costs which included $12,000 of transfer agent costs relating to obtaining our DTC eligibility status. The decrease in our operating expenses was due to lower legal fees and transfer agent costs as we incurred expenses in the prior year relating to our DTC eligibility status.

Net Loss

During the year ended March 31, 2019, we incurred a net loss of $31,666 or $nil per share compared with $39,858 and $nil per share for the year ended March 31, 2018.

Balance Sheets

At March 31, 2019, we had cash and total assets of $2,111 compared with cash and total assets of $1,918 as of March 31, 2018. The overall cash balance was consistent with prior year as the Company had minimal transactions during the year and all out-of-pocked expenditures were financed by loans from related parties.

During the years ended March 31, 2019 and 2018, we did not have any capital transactions.

Cash Flows

Operating Activities

During the year ended March 31, 2019, we used cash of $20,307 for operating activities compared with $38,358 during the year ended March 31, 2018. The decrease in the cash used for operating activities is due to the fact that the Company incurred $12,000 of DTC eligibility costs as part of its normal operating costs during the prior year.

Investing Activities

During the years ended March 31, 2019 and 2018, we did not have any investing activities.

Financing Activities

During the years ended March 31, 2019 and 2018, we received $20,500 and $32,000 of financing from the President of the Company, respectively. The amounts owing are unsecured, non-interest bearing, and due on demand.

Trends

We are in the pre-exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in “Risk Factors”.

Off-Balance Sheet Arrangements

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

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to US GAAP.

Going Concern

The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has an accumulated deficit of $176,248. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Mineral Properties

The Company has been in the exploration stage since its formation on July 26, 2013 and has not yet realized any revenues from its planned operations. Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

Long-Lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with A 360 “Property, Plant, and Equipment”. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. Our management has considered the conditions outlined in ASC 360 and determined that there was an impairment charge of $5,000 for the mineral property as at March 31, 2016.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.

We own no real property. We currently lease office space located at 9300 Conroy Windermere Rd. #3250, Windermere, FL 34786. We believe this space will fit our current needs for the immediate future.

The following table sets forth certain information regarding the Company's common stock beneficially owned on June 9, 2020, for (i) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, (ii) each of the Company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At June 9, 2020, 34,020,000 shares of the Company's common stock were outstanding. 

⁽¹⁾Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial. The total voting securities as of June 9, 2020 is 149,020,000 shares and the percentage of ownership of voting securities above is based off of such number.  

⁽²⁾The Series A Preferred Shares carry the following rights, preferences and privileges, each Series A Preferred Share has voting rights of 100-1, the equivalent of 100,000,000 voting shares prior to conversion, and each share of Series A Preferred Stock converts into shares of the Company’s common stock at a rate of one Series A Preferred Share for 15 shares of the Company’s common stock, for a total, on an as converted basis, of 15,000,000 common shares.  

⁽³⁾ The Series C Preferred Shares carry the following rights, preferences and privileges, each Series C Preferred Share has no voting rights (prior to conversion) and each share of Series C Preferred Stock converts into shares of the Company’s common stock at a rate of one Series A Preferred Share for 30 shares of the Company’s common stock, for a total on an as converted basis of 30,000,000 common shares.  

⁽⁴⁾Barry Davis, a member of the Company’s Board of Directors, has voting and dispositive control over the Series A Preferred Shares and the Series C Preferred Shares as he is the Managing Director of Scythian Mining Group Limited.   

⁽⁵⁾The Series B Preferred Shares carry the following rights, preferences and privileges, each Series B Preferred Share has voting rights (prior to conversion) of 10-1 and each share of Series B Preferred Stock converts into shares of the Company’s common stock at a rate of one Series B Preferred Share for 10 shares of the Company’s common stock, for a total, on an as converted basis, of 15,000,000 common shares.  

⁽⁶⁾Victor Elias, trustee for the Abellant Trust, has voting and dispositive control over the Series B Preferred Shares.   

⁽⁷⁾Mssrs. Joel Dulatre Cortez and Mark Christian Soo have opted not to exchange their shares of Company common stock totaling 15,000,000 (10,000,000 beneficially owned by Mr. Cortez and 5,000,000 beneficially owned by Mr. Soo) shares in the aggregate for Series B Preferred Stock. Instead, Mssrs. Cortez and Soo will retain their shares of restricted Company common stock.   

Future sales by existing stockholders

Currently, Rule 144 of the Securities Act of 1933, as amended, (the “Act”) is unavailable for the resale of our shares of common stock because we are categorized as a “shell company” as that term is defined in Reg. 405 of the Act. A “shell company” is a corporation with no or nominal assets or its assets consist solely of cash, and no or nominal operations.  One year from the date that we file this Form 8-K, Rule 144 will then be available for the resale of our restricted securities.

1.        The number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The entities or persons named in the table have sole voting and investment power with respect to all shares of common stock shown that are beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

2.        The Series A Preferred Shares carry the following rights, preferences and privileges, each Series A Preferred Share has voting rights of 100-1, the equivalent of 100,000,000 voting shares prior to conversion, and each share of Series A Preferred Stock converts into shares of the Company’s common stock at a rate of one Series A Preferred Share for 15 shares of the Company’s common stock, for a total, on an as converted basis, of 15,000,000 common shares. Accordingly, and for simplicities sake, the “Percentage of Class” as set forth in the table above has been calculated on an as converted basis.

3.        The Series C Preferred Shares carry the following rights, preferences and privileges, each Series C Preferred Share has no voting rights (prior to conversion) and each share of Series C Preferred Stock converts into shares of the Company’s common stock at a rate of one Series A Preferred Share for 30 shares of the Company’s common stock, for a total on an as converted basis of 30,000,000 common shares. Accordingly, and for simplicities sake, the “Percentage of Class” as set forth in the table above has been calculated on an as converted basis.

4.        The Series A Preferred Shares and the Series C Preferred Shares are beneficially owned by Mr. Barry Davis, a member of the Company’s board of directors, who is the current Managing Director of Scythian Mining Group Limited.

Term of Office

Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders’ Meeting, or until his death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.

Significant Employees

None.

Family Relationships

There are no family relationships among the Company’s officers, directors or persons nominated for such positions.

 Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)    A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)    Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)    Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.            Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.            Engaging in any type of business practice; or

iii.            Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)    Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)    Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)    Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)    Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.          Any Federal or State securities or commodities law or regulation; or

ii.        Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.         Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)    Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as an Exhibit to our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on July 21, 2014.

Committees of the Board of Directors

The Company does not presently have a separately designated standing audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. The functions of those committees are undertaken by our Board of Directors

Audit Committee

The Company has not established a separately designated standing audit committee. However, the Company intends to establish a new audit committee of the Board of Directors that shall consist of independent directors.  The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles.  The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls.  The audit committee shall at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

1.        We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.

2.        The “All Other Compensation” column is used to disclose the aggregate amount of all compensation that the company could not properly report in any other column of the Summary Compensation Table (with a limited exceptions).

Option Grants 

We have not granted any options or stock appreciation rights to our named executive officers or directors since inception.  We do not have any stock option plans.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Compensation Committee

We do not currently have a compensation committee of the board of directors or a committee performing similar functions.  The board of directors as a whole participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.  

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions 

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

·         Disclosing such transactions in reports where required;

·         Disclosing in any and all filings with the SEC, where required;

·         Obtaining disinterested directors’ consent; and

·         Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, we have no independent directors.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

Market for Common Equity and Related Stockholder Matters

a)  Market Information.  Our Common Stock is quoted in the over-the-counter market on OTCQB with the symbol PYLN. The following table sets forth the range of high and low bid prices for the years ended March 31, 2019 and 2020. These bid prices reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.  Our Common Stock is thinly traded.

b)  Holders of Record. As of June 9, 2020, there were approximately 21 shareholders holders of record of the Company’s Common Stock.

c)  Dividends. We have never declared or paid any cash dividends on our common stock nor do we intend to do so in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, any applicable contractual restrictions and such other factors as our board of directors deems relevant.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

Re-Purchase of Equity Securities

None.

None, other than previously disclosed.

Description of Securities

The total number of shares of all classes of stock which the Company has the authority to issue 600,000,000 shares having a par value $0.001 per share, of which 100,000,000 shares are designated as Preferred Stock, 5,000,000 shares are designated Class A Preferred Stock, 5,000,000 shares are designated Class B Convertible Preferred Stock, and 5,000,000 shares are designated Class C Preferred Stock.

The designations, relative rights, preferences and limitations of the shares of Preferred Stock, Class A Preferred Stock Class B Convertible Preferred Stock, Class C Preferred Stock are as follows:

Preferred Stock

The Preferred Stock is entitled to preference over the Common Stock with respect to the distribution of assets of the Company in the event of liquidation, dissolution, or winding-up of the Company, whether voluntarily or involuntarily, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs.  The authorized, but unissued shares of Preferred Stock, may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors. The Directors, in their sole discretion, shall have the power to determine the relative powers, preferences, and rights of each series of Preferred Stock.

Class A Preferred Stock

Each share of Class A Preferred Stock ranks senior to all Common Stock and any other class of securities that is specifically designated as junior to the Class A Preferred Stock. Each Share of Class A Preferred Stock shall be convertible at any time by the holder thereof into 15 shares of Common Stock and each Share of Class A Preferred Stock shall have the right to vote on any matter to be submitted for a vote to shareholders of the Company at 100 to 1.

Class B Convertible Preferred Stock

Each share of the Class B Preferred Stock ranks senior to all Common Stock and junior to Class A Preferred Stock. Each share of Class B Preferred Stock shall be convertible at any time by the holder thereof into 10 shares of Common Stock and each share of Class B Preferred Stock shall have the right to vote on any matter to be submitted for a vote to shareholders of the Company at 1 to 1.

Class C Preferred Stock

Each share of the Class C Preferred Stock shall rank senior to all Common Stock and junior to any other class of Preferred Stock. Each Share of Class C Preferred Stock shall be convertible at any time by the holder thereof into 30 share of Common Stock and the Class C Preferred Stock shall have no voting rights.

Stock Transfer agent

Stock transfer agent for our securities is Cleartrust LLC, 16540 Point Village Dr., Suite 210, Lutz , FL 33558.

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation provide that no director or officer of our company will be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the unlawful payment of dividends. In addition, our bylaws permit for the indemnification and insurance provisions in Chapter 78 of the NRS.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling our company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us 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 offered, 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 us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

Further, in the normal course of business, we may have in our contracts indemnification clauses, written as either mutual where each party will indemnify, defend, and hold each other harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties; or single where we have agreed to hold certain parties harmless against losses etc.

The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 13.