UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549  FORM
10-Q  (Mark One)  [X] QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly
period endedSeptember30, 2020  [  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition
period from ___________ to _____________  Commission File
Number000-30786  Video
River Networks, Inc. (Exact name of
registrant as specified in its charter)  Nevada
 
 87-0627349(State or other jurisdiction
 
 (I.R.S. Employerof incorporation or organization)
 
 Identification No.)370 Amapola Ave., Suite 200A,
  Torrance California
 
 90501(Address of principal executive
  offices)
 
 (Zip Code)
  310-895-1839 (Registrant’s
telephone number, including area code)  Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [X] No [  ]  Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No
[  ]  Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or, an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of
the Exchange Act.  Large
  accelerated filer [  ]
 
 Accelerated
  filer [  ]Non-accelerated
  filer [  ]
 
 Smaller
  reporting company [X](Do
  not check if smaller reporting company)
 
 Emerging
  growth company []


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If an
emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. []  Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [  ] No [X]  As of September 30, 2020,
there were169,922,436shares of the registrant’s
common stock, $0.001 par value per share, issued and outstanding.


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VIDEO
RIVER NETWORKS, INC. TABLE
OF CONTENTS  PART I. – FINANCIAL INFORMATIONItem 1. Financial Statements
 5Item 2. Management’s Discussion and Analysis of
  Financial Condition and Results of Operations
 23Item 3. Quantitative and Qualitative Disclosures about
  Market Risk
 41Item 4. Controls and Procedures
 41PART II. – OTHER INFORMATIONItem 1. Legal Proceedings
 42Item 2. Unregistered Sales of Equity Securities and Use
  of Proceeds
 44Item 3. Defaults Upon Senior Securities
 44Item 4. Mine Safety Disclosures
 44Item 5. Other Information
 44Item 6. Exhibits
 44Signatures
 46


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PART I –
FINANCIAL INFORMATION  Item 1. Financial Statements   Condensed Consolidated Balance Sheets as of September
  30, 2020 (unaudited) and December 31, 2019 (audited)
 2Condensed Consolidated Statements of Operations for the
  Nine months ended September 30, 2020 and nine months ended September 30, 2020
  and 2019 (unaudited)
 3Condensed Consolidated Statements of Changes in
  Shareholders’ Deficit for the nine months ended September 30, 2020 and 2019
  (unaudited)
 4Condensed Consolidated Statements of Cash Flows for the
  nine months ended September 30, 2020 and 2019 (unaudited)
 4Notes to the condensed consolidated financial
  statements (unaudited)
 5


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VIDEO RIVER
  NETWORKS INCCONSOLIDATED BALANCE SHEETSAs of
 
 December 31,September 30, 2020
 
 2019 (audited)ASSETSCurrent Assets:Cash and cash equivalents
 $
 5,341
 
 $
 850Inventory Asset
 
 22,961
 
 
 -Other Current Asset
 
 186
 
 
 -Real Estate Investments
 
 970,148
 
 
 1,452,897Total Current Assets
 
 998,635
 
 
 1,453,747Fixed AssetsFixed assets, net
 $
 13,249
 
 $
 -Total Fixed Assets
 
 13,249
 
 
 -TOTAL ASSETS
 $
 1,011,885
 
 $
 1,453,747LIABILITIES AND
  STOCKHOLDERS’ EQUITYCurrent Liabilities:Accrued expenses
 
 2,508
 
 
 -Current portion, notes payable
 
 5,524
 
 
 -Total Current Liabilities
 $
 8,032
 
 $
 -Long-Term Liabilities:Notes payable
 $
 150,000
 
 $
 -Notes payable - related party
 
 930,350
 
 
 1,459,971Total Long-Term Liabilities
 
 1,080,350
 
 
 1,459,971Total Liabilities
 $
 1,088,382
 
 $
 1,459,971STOCKHOLDERS’ EQUITY
  (DEFICIT)Preferred stock, $.001 par value, 1,000,000 shares authorized, 1
  issued and outstanding as at December 31, 2019 and September 30, 2020 respectively.
 $
 3
 
 $
 -Common  Stock, $0.001 par value, 1,200,000,000 shares
  authorized, 169,922,436 issued and outstanding as at December 31, 2019 and
  September 30, 2020 respectively
 171,898
 
 
 169,922Additional paid in capital
 
 19,197,097
 
 
 18,974,719Accumulated deficit
 
 (19,445,493)
 
 
 (19,150,865)Total Kid Castle Stockholders’ equity
 
 (42,073)Non-controlling shareholders
 
 (34,425)Total Stockholders’ Equity (Deficit)
 $
 (76,497)
 
 $
 (6,224)Total Liabilities and Stockholders’ Equity (Deficit)
 $
 1,011,885
 
 $
 1,453,747The accompanying notes are an integral part of these
  consolidated financial statements


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VIDEO RIVER
  NETWORKS INCCONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)Nine Months Ended
  September 30
 
 Three Months Ended September 302020
 
 
 2019
 
 2020
 
 2019Net
  gain from sales of investments under trading securities
 $
 99,877
 
 $
 -
 
 $
 19,035
 
 $
 -Sales
  - Investment property
 
 
 1,205,000
 
 
 -
 
 
 -
 
 
 -Total Revenue
 
 
 1,304,877
 
 
 -
 
 
 19,035
 
 
 -Cost
  of Investment Properties Sold
 
 1,179,827
 
 
 -
 
 
 -
 
 
 -Gross Profit
 
 
 125,050
 
 
 -
 
 
 19,035
 
 
 -OPERATING
  EXPENSESGeneral
  and administrative
 
 
 42,923
 
 
 
 
 
 8,095Marketing and advertising
 
 
 16,325
 
 
 775
 
 
 1,598
 
 
 775Amortization and depreciation
 
 
 4,301
 
 
 
 
 
 1,434Professional fees
 
 
 66,059
 
 
 5,423
 
 
 11,221
 
 
 4,923Total
  Expenses
 
 
 129,608
 
 
 6,198
 
 
 22,347
 
 
 5,698INCOME
  FROM OPERATIONS
 
 
 (4,559)
 
 
 (6,198)
 
 
 (3,312)
 
 (5,698)OTHER
  INCOMEInterest
  expense, net
 
 
 -
 
 
 -
 
 
 -
 
 
 -Dividends
 
 
 173
 
 
 -
 
 
 152
 
 
 -Unrealized
  gain (loss)
 
 
 (128,233)
 
 
 -
 
 
 (39,515)
 
 
 -Total
  other income
 
 
 (128,233)
 
 
 -
 
 
 (39,363)
 
 
 -INCOME
  (LOSS) BEFORE TAXES
 
 
 (132,618)
 
 
 (6,198)
 
 
 (42,675)
 
 (5,698)INCOME
  TAX PROVISION
 
 
 -
 
 
 -
 
 
 -
 
 
 -NET
  INCOME (LOSS)
 
 $
 (132,618)
 
 $
 (6,198)
 
 $
 (42,675)
 
 $
 (5,698)Earnings
  (loss) per Share: Basic and Diluted
 
 $
 (0.00068)
 
 $
 (0.00003)
 
 $
 (0.0002)
 
 $
 (0.00)Weighted Average Common Shares Outstanding: Basic and Diluted
 
 
 196,223,806
 
 196,223,806
 
 
 196,223,806
 
 139,153,206
  The accompanying notes are an integral part of these condensed
  consolidated financial statements


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VIDEO
  RIVER NETWORKS INCSTATEMENTS OF CHANGES
  IN SHAREHOLDERS' DEFICITAdditionalCommon
 
 
 
 
 Paid-In
 
 AccumulatedShares
 
 Amount
 
 
 Capital
 
 Deficit
 
 TotalBalance at December 31, 2006
 139,153,206
 $
 139,153
 
 $
 18,974,719
 $
 (19,113,872)
 $
 -Balance at December 31, 2018
 139,153,206
 $
 139,153
 
 $
 18,974,719
 $
 (19,113,872)
 $
 -Issuance of common stock to employee
 30,769,230
 
 30,769
 
 
 -
 
 -
 
 30,769Net income for the period
 -
 
 -
 
 
 -
 
 (36,993)
 
 (36,993)Balance, December 31, 2019
 169,922,436
 $
 169,922
 
 $
 18,974,719
 $
 (19,150,865)
 $
 (6,224)Consolidation Adjustment
 -
 
 1,975
 
 
 222,378
 
 (162,008)
 
 62,345Net income for the period
 
 
 
 
 
 
 
 (132,618)
 
 (132,618)Balance, September 30, 2020
 169,922,436
 $
 171,897
 
 $
 19,197,097
 $
 (19,445,491)
 $
 (76,497)AdditionalCommon
 
 
 
 
 Paid-In
 
 AccumulatedShares
 
 Amount
 
 
 Capital
 
 Deficit
 
 TotalBalances – July 1, 2020
 169,922,436
 $
 169,922
 
 $
 18,974,719
 $
 (19,240,807)
 
 (96,166)Consolidation Adjustment
 -
 
 1,975
 
 
 222,378
 
 (162,008)
 
 62,345Net income for the period
 -
 
 -
 
 
 
 
 (42,675)
 
 (42,675)Balance, September 30, 2020
 169,922,436
 $
 171,897
 
 $
 19,197,097
 $
 (19,445,491)
 $
 (76,497)The accompanying notes are an integral part of these
  consolidated financial statements


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VIDEO RIVER
  NETWORKS INCSTATEMENTS OF CASHFLOWS(unaudited)Nine Months Ended
  September 302020
 
 2019Cash
  Flows from Operating Activities:Net
  Income (Loss)
 
 $
 (132,618)
 
 
 $
 (6,198)Adjustments
  to reconcile net income (loss) tonet
  cash used in operating activities:Inventory
  Asset: Trading Securities
 
 
 22,435
 
 
 
 -Accrued
  expenses
 
 
 1,522
 
 
 
 -Depreciation
 
 
 4,301
 
 
 
 -Net
  cash provided by (used in) operating activities
 
 
 (104,360)
 
 
 
 (6,198)Net
  Cash Flows from Investing Activities:Payment
  for real estate investment
 
 
 (439,409)
 
 
 
 (1,445,054)Receipt
  from sales of real estate investment
 
 
 922,159
 
 
 
 -Receipt
  from sales of other investment
 
 
 41,579
 
 
 
 -Net
  cash provided by (used in) investing activities
 
 
 524,328
 
 
 
 (1,445,054)Net
  Cash Flows from Financing ActivitiesBorrowing
  from brokerage loan - margin loan
 
 
 1,208
 
 
 
 -Line
  of credit - short term - related party
 
 
 122,431
 
 
 
 -Line
  of credit - long term - related party
 
 
 (726,192)
 
 
 
 1,452,443Proceeds
  from issuance of long term loan
 
 
 150,000
 
 
 
 -Proceeds
  from issuance of stock
 
 
 25,697
 
 
 
 -Net
  cash provided by (used in) financing activities
 
 
 (426,856)
 
 
 
 1,452,443Net
  increase (decrease) in cash:
 
 
 (6,888)
 
 
 
 1,191Cash
  at the beginning of the period:
 
 
 12,229Cash
  at the end of the period:
 
 $
 5,341
 
 
 $
 1,191Supplemental
  disclosures of cash flow information Cash paid during the period for:Cash
  paid for interest
 
 $
 115.49
 
 
 $
 -Cash
  paid for tax
 
 $
 -
 
 
 $
 -The accompanying notes are an integral part of these
  consolidated financial statements


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VIDEO RIVER NETWORKS,
INC. Notes to Unaudited
Condensed Consolidated Financial Statements (Unaudited)  1. NATURE OF OPERATIONS  Video
River Networks, Inc. (the “Company”) is a technology firm that operates and
manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine
Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in North
America.  The Company’s current and target portfolio businesses and assets
include operations that design, develop, manufacture and sell high-performance
fully electric vehicles and design, manufacture, install and sell Power
Controls, Battery Technology, Wireless Technology, and Residential utility
meters and remote, mission-critical devices mostly engineered through
Artificial Intelligence, Machine Learning and Robotic technologies.  The
Company already builtminor
equity interest/positions in: (1) Tesla, Inc. (TSLA), a California based maker
of high-performance fully electric vehicles; (2)Electrameccanica
Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that
designs and builds the all-electric SOLO and the Tofino all-electric sport
coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that
designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los
Angeles, California headquartered company that designs and builds all-electric,
zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona
company that designs and manufactures electric components, drivetrains and
vehicles.  Our currenttechnology-focusedbusiness model is a result of our
board resolution on September 15, 2020 to spin-in/off our specialty real estate
holding business to an operating subsidiary and then pivot back to being a
technology company.The Company has now returned
back to its original technology-focused businesses ofPower Controls, Battery Technology, Wireless Technology, and
Residential utility meters and remote, mission-critical devices.  In addition
to above list, the Company intends to spread its wings into the Electric
Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”)
businesses/markets, targeting acquisition, ownership and operation of acquired
EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.  Video
River Networks, Inc., prior to September 15, 2020, used to be a specialty real
estate holding company, focuses on the acquisition, ownership, and management
of specialized industrial properties. Prior to its real estate business model,the Company’s Power Controls Division has
used wireless technology to control both residential utility meters and remote,
mission-critical devices since 2002.  The
current management of the Company resulted from a purchase of voting control of
the Company by Community Economic Development Capital LLC, (“CED Capital”) a
California limited liability company.  After the change of control transaction,
CED Capital spun out the control-stock to its sole unitholder before being sold
to the Company for $1. Thereafter CED Capital became an operating subsidiary of
the Company.  We used the acquisition of method of accounting for acquisition
of subsidiaries by the Group method to account for this transaction.  The cost
of the acquisition was measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange.  As
previously disclosed on our Form 8-K filed with the Securities and Exchange
Commission, on December 8, 2019, on October 29, 2019, the company sold one (1)
Special 2019 series A preferred share (one preferred share is convertible
150,000,000 share of common stocks) of the company for Fifty Thousand and
00/100 ($50,000/00) Dollars, to Community Economic Development Capital LLC, a
California limited liability company. The Special preferred share controls 60%
of the company’s total voting rights. The issuance of the preferred share to
Community Economic Development Capital LLCgave to
Community Economic Development Capital LLC, the controlling vote to control and
dominate the affairs of the company theretofor.


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Following
the completion of above mentioned transactions, the company pivoted the
business model of NIHK to become a specialty real estate holding company for
specialized assets including, affordable housing, opportunity zones properties,
hemp and cannabis farms, dispensaries facilities, CBD related commercial
facilities, industrial and commercial real estate, and other real estate
related services.  On
September 15, 2020, Video River Networks, Inc. (the “Company”) entered into a
stock purchase agreement with Kid Castle Educational Corporation (“Kid Castle”),
an entity related to, and controlled by our President and CEO with respect to
the purchase through private placement, of 900,000 shares of its preferred
stock at a purchase price of $3 in cash and a transfer of 100% interest in, and
control of Community Economic Development Capital, LLC (a California Limited
Liability Company).   The shares were issued to the investors without
registration under the Securities Act of 1933 based upon exemptions from
registration provided under Section 4(2) of the Act and Regulation D
promulgated thereunder.  The issuances did not involve any public offering; no
general solicitation or general advertising was used in connection with the
offering.  Following the acquisition, the Company now has 55% of the voting
control of and 100% of operating control of Kid Castle.  The consolidated financial
statements of the Company therefore include Kid Castle Educational Corporation
and its subsidiary, GiveMePower Corporation, and all wholly owned (or majority
owned) subsidiaries of GiveMePower  including Alpharidge Capital LLC.
(“Alpharidge”), Community Economic Development Capital, LLC. (“CED Capital”),
and Cannabinoid Biosciences, Inc. (“CBDX”), and subsidiaries, in which has a
controlling voting interest and entities consolidated under the variable
interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”),
after elimination of intercompany transactions and accounts.As at the time of this transaction, all four businesses
involved in the transaction were controlled by Mr. Frank I Igwealor. Because
both the buyer and seller inthe above acquisitions were under the control of the same person, the
transaction was classified as “common control transaction and therefore fall
under “Transactions Between Entities Under Common Control“ subsections of ASC
805-50.  Following the completion
of the transaction with Kid Castle, the Company having been partly freed of the
internally-managed real estate holding business that focused on the
acquisition, ownership and management of specialized industrial properties,
affordable housing and opportunity zone real estate properties and businesses,
has decided to return back to its original technology-focused businesses ofPower Controls, Battery Technology, Wireless Technology,
and Residential utility meters and remote, mission-critical devices.  In
addition to above list, the Company is spreading its wings into the Electric
Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”)
businesses/markets, targeting acquisition, ownership and operation of acquired
EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.    NOTE
2. GOING CONCERN  Our financial
statements are prepared using accounting principles generally accepted in the
United States of America applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. The Company has and operates small ongoing revenue generating businesses. 
 For the Nine months ended September 30, 2020, the Company reported revenue of
$1,304,877 in revenue and an accumulated deficit of $19,445,493 as of the end
of the period. These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on therecoverability
and classification of assets or the amounts and classification of liabilities
that may result from the outcome of these uncertainties. Our ability to
continue as a going concern is dependent upon our ability to raise additional
debt or equity funding to meet our ongoing operating expenses and ultimately in
merging with another entity with experienced management and profitable
operations. No assurances can be given that we will be successful in achieving
these objectives.


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NOTE 3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis
of Presentation  The summary of
significant accounting policies is presented to assist in the understanding of
the financial statements. These policies conform to accounting principles
generally accepted in the United States of America and have been consistently
applied. The Company has elected a calendar year of December 31 year-end.  Principles
of Consolidation  The consolidated
financial statements include the accounts of the Company, its subsidiaries, in
which the Company has a controlling voting interest and entities consolidated
under the variable interest entities (“VIE”) provisions of ASC 810,
“Consolidation” (“ASC 810”).  The consolidated financial statements include the
Company and Kid Castle Educational Corporation and all of its controlled
subsidiary companies.  All significant intercompany accounts and transactions
have been eliminated. Investments in business entities in which we do not have
control, but we have the ability to exercise significant influence over
operating and financial policies (generally 20% to 50% ownership) are accounted
for using the equity method of accounting. Operating results of acquired
businesses are included in the Consolidated Statements of Income from the date
of acquisition. We consolidate variable interest entities if we have
operational and financial control, and are deemed to be the >50.1%
beneficiary of the profit and loss of the entity. Operating results for
variable interest entities in which we are determined to be the primary
beneficiary are included in the Consolidated Statements of Income from the date
such determination is made.  COVID-19 Risks, Impacts and Uncertainties  COVID-19
Risks, Impacts and Uncertainties — We are subject to the
risks arising from COVID-19's impacts on the residential real estate industry.
Our management believes that these impacts, which include but are not limited
to the following, could have a significant negative effect on our future financial
position, results of operations, and cash flows: (i)prohibitions
or limitations on in-person activities associated with residential real estate
transactions; (ii) lack of consumer desire for in-person interactions and
physical home tours; and (iii) deteriorating economic conditions, such as
increased unemployment rates, recessionary conditions, lower yields on
individuals' investment portfolios, and more stringent mortgage financing
conditions. In addition, we have considered the impacts and uncertainties
of COVID-19 in our use of estimates in preparation of our consolidated
financial statements. These estimates include, but are not limited to,
likelihood of achieving performance conditions under performance-based equity
awards, net realizable value of inventory, and the fair value of reporting
units and goodwill for impairment.  In
April 2020, following the government lockdown order, we asked all employees to
begin to work from their homes and we also reduced the number of hours
available to each of our employees by approximately by approximately 75%. These
actions taken in response to the economic impact of COVID-19 on our business
resulted in a reduction of productivity for the three and six months ended
September 30, 2020. All cost related to these actions are included in general
and administrative expenses, as these costs were determined to be direct and
incremental.  Use of Estimates  The
preparation of financial statements in conformity withgenerally accepted accounting principles (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts
ofassets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.


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Cash
and Cash Equivalents  We maintain cash balances in a
non-interest-bearing account that currently does not exceed federally insured
limits. For the purpose of the statements of cash flows, all highly liquid
investments with a maturity of three months or less are considered to be cash
equivalents. As of September 30, 2020 and December 31, 2019, we did maintain
$5,341 and $850.00 balance of cash equivalents respectively.  Financial
Instruments  The estimated fair
values for financial instruments were determined at discrete points in time
based on relevant market information. These estimates involved uncertainties
and could not be determined with precision. The carrying amount of the our
accounts payable and accruals, our accruals- related parties and loans –
related parties approximate their fair values because of the short-term
maturities of these instruments.  Fair
Value Measurements:  ASC Topic 820,
Fair Value Measurements and Disclosures ("ASC 820"), provides a
comprehensive framework for measuring fair value and expands disclosures which
are required about fair value measurements.  Specifically, ASC 820
sets forth a definition of fair value and establishes a hierarchy prioritizing
the inputs to valuation techniques, giving the highest priority to quoted
prices in active markets for identical assets and liabilities and the lowest
priority to unobservable value inputs.  ASC 820 defines the hierarchy
as follows:  Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reported date. The
types of assets and liabilities included in Level 1 are highly liquid and
actively traded instruments with quoted prices, such as equities listed on the
New York Stock Exchange.  Level 2 – Pricing inputs are other than
quoted prices in active markets but are either directly or indirectly
observable as of the reported date.  The types of assets and
liabilities in Level 2 are typically either comparable to actively traded
securities or contracts or priced with models using highly observable inputs.  Level 3 – Significant inputs to pricing
that are unobservable as of the reporting date.  The types of assets
and liabilities included in Level 3 are those with inputs requiring significant
management judgment or estimation, such as complex and subjective models and
forecasts used to determine the fair value of financial transmission rights.  Our financial
instruments consist of accounts payable and accruals and our accruals- related
parties. The carrying amount of the out accounts payable and accruals,
accruals- related parties and loans – related parties approximates their fair
values because of the short-term maturities of these instruments.   The table below describes the Company’s valuation of financial
instruments using guidance from ASC 820-10:


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Description
 
 Level 1
 
 
 Level 2
 
 Level 3Investments
  – trading securities – September 30, 2020
 
 $
 22,960
  Investment – Trading Securities  All investment
securities are classified as trading securities and are carried at fair value
in accordance with ASC 320 Investments — Debt and Equity Securities. Investment
transactions are recorded on a trade date basis. Realized gains or losses on
sales of investments are based on the first-in, first-out or the specific
identification method. Realized and unrealized gains or losses on investments
are recorded in the statements of operations as realized and unrealized gains
or losses as net revenue. All investment securities are held and transacted by
the Company’s broker firm, TD Ameritrade. The Company did not hold more than 3%
of equity of the shares of any public companies as investments as of September
30, 2020.  All investments that
are listed on a securities exchange are valued at their last sales price on the
primary securities exchange on which such securities are traded on such date.
Securities that are not listed on any exchange but are traded over-the-counter
are valued at the mean between the last “bid” and “ask” price for such security
on such date. The Company does not have any investment securities for which
market quotes are not readily available.  The Company’s trading
securities are held by a third-party brokerage firm, TD Ameritrade, and composed
of publicly traded companies with readily available fair value which are quoted
prices in active markets.   Related
Party Transactions:  A related party is
generally defined as (i) any person that holds 10% or more of our membership
interests including such person's immediate families, (ii) our management,
(iii) someone that directly or indirectly controls, is controlled by or is
under common control with us, or (iv) anyone who can significantly influence
our financial and operating decisions. A transaction is considered to be a
related party transaction when there is a transfer of resources or obligations
between related parties.  As at September 30, 2020, the Company has a loan
balance of $930,350 from company that is controlled by the Company’s majority
stockholder.  Additionally, during the period under review, the Company paid
rent $18,785 to a company that is controlled by the Company’s majority
stockholder.  See NOTES 7 and 14 for more details of our related party
transactions.  Leases:  In February 2016,
the FASB issued ASU 2016-02, "Leases" that requires for leases longer
than one year, a lessee to recognize in the statement of financial condition a
right-of-use asset, representing the right to use the underlying asset for the
lease term, and a lease liability, representing the liability to make lease
payments. The accounting update also requires that for finance leases, a lessee
recognize interest expense on the lease liability, separately from the
amortization of the right-of-use asset in the statements of earnings, while for
operating leases, such amounts should be recognized as a combined expense. In
addition, this accounting update requires expanded disclosures about the nature
and terms of lease agreements. The Company has reviewed the new standard and
does not expect it to have a material impact to the statement of financial
condition or its net capital.


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Income
Taxes:  The provision for
income taxes is computed using the asset and liability method, under which
deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax
bases of assets and liabilities, and for operating losses and tax credit
carry-forwards. Deferred tax assets and liabilities are measured using the
currently enacted tax rates that apply to taxable income in effect for the
years in which those tax assets are expected to be realized or settled. We
record a valuation allowance to reduce deferred tax assets to the amount that is
believed more likely than not to be realized.  Uncertain
Tax Positions:  We evaluate tax
positions in a two-step process. We first determine whether it is more likely
than not that a tax position will be sustained upon examination, based on the
technical merits of the position. If a tax position meets the
more-likely-than-not recognition threshold it is then measured to determine the
amount of benefit to recognize in the financial statements. The tax position is
measured as the largest amount of benefit that is greater than 50% likely of
being realized upon ultimate settlement. We classify gross interest and
penalties and unrecognized tax benefits that are not expected to result in
payment or receipt of cash within one year as long term liabilities in the
financial statements.  Revenue
Recognition:  The Company recognizes revenue in accordance with
the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires
that five basic steps be followed to recognize revenue: (1) a legally
enforceable contract that meets criteria standards as to composition and
substance is identified; (2) performance obligations relating to provision of
goods or services to the customer are identified; (3) the transaction price,
with consideration given to any variable, noncash, or other relevant
consideration, is determined; (4) the transaction price is allocated to the
performance obligations; and (5) revenue is recognized when control of goods or
services is transferred to the customer with consideration given, whether that
control happens over time or not. Determination of criteria (3) and (4) are
based on our management’s judgments regarding the fixed nature of the selling
prices of the products and services delivered and the collectability of those
amounts. The adoption of ASC 606 did not result in a change to the
accounting for any of the in-scope revenue streams; as such, no cumulative
effect adjustment was recorded.  The Company generates
revenue primarily from: (1)the sale of homes/properties, (2) commissions
and fees charged on each real estate services transaction closed by our lead
agents or partner agents, and (3) sales of trading securities using its broker
firm, TD Ameritrade less original purchase cost. Net trading revenues primarily
consist of revenues from trading securities earned upon completion of trade,
net of any trading fees. A trading is completed when earned and recognized at a
point in time, on a trade-date basis, as the Company executes trades. The
Company records trading revenue on a net basis, trading sales less original
purchase cost. Net realized gains and losses from securities transactions are
determined for federal income tax and financial reporting purposes on the
first-in, first-out method and represent proceeds on disposition of investments
less the cost basis of investments. Sale of real estate properties are
recognized at the sales price/amount and the total cost (including cost of
rehabilitations) associated with the property acquisition and rehabilitation
are classified in Cost of Goods Sold (COGS).  During the nine
months ended September 30, 2020, the Company did recognized revenue of $1,304,877
which comprises of $1,205,000.00 from sales of real estate properties and $99,877
from Net trading revenues respectively.


---



Advertising
Costs:  We expense advertising costs when advertisements occur.During the Nine months
ended September 30, 2020, the Company did recognizedadvertising costsof $16,325 compared to $775 it spent in Nine months ended
September 30, 2019.  Concentrations of Credit Risk  The Company's financial instruments that are exposed to
concentrations of credit risk primarily consist of its cash and cash
equivalents. The Company places its cash and cash equivalents with financial
institutions of high credit worthiness. The Company maintains cash balances at
financial institutions within the United States which are insured by the
Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately
$250,000. The Company has not experienced any losses with regard to its bank
accounts and believes it is not exposed to any risk of loss on its cash bank
accounts. It is possible that at times, the company’s cash and cash equivalents
with a particular financial institution may exceed any applicable government
insurance limits. In such situation, the Company's management would assess the
financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures would
be addressed and mitigated.  Stock
Based Compensation:  The cost of equity instruments issued to non-employees in
return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”
for goods and services is measured by the fair value of the goods or services
received or the measurement date fair value of the equity instruments issued,
whichever is the more readily determinable. Measurement date for non-employees
is the earlier of performance commitment date or the completion of services.
The cost of employee services received in exchange for equity instruments is
based on the grant date fair value of the equity instruments issued in
accordance with ASC 718 “Compensation - Stock Compensation.”  NOTE 4. COMMITMENTS &
CONTINGENCIES Legal Proceedings We were not subject to
any legal proceedings as of September 30, 2020 and to the best of our
knowledge, no legal proceedings are pending or threatened. The
Company’s principal executive office is located at 370 Amapola Ave., Suite
200A, Torrance, CA 90501.   The space is a shared office space, which at the
current time is suitable for the conduct of our business.The
Company has no real property and do not presently owned any interests in real
estate.  As at September 30, 2020, the Company has spent a total of $18,784.80
on rent which was paid to Poverty Solutions to sublet office space for the
company operations. From
time to time, the Company may be involved in certain legal actions and claims
arising in the normal course of business. Management is of the opinion that
such matters will be resolved without material effect on the Company’s
financial condition or results of operations.  Contractual Obligations


---



We were not
subject to any contractual obligations as at September 30, 2020.   NOTE
5. NET TRADING REVENUE  The Company recognizes revenue in accordance with
Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with
Customers. The Company’s net revenue primarily consists of revenues from sales
of trading securities using its broker firm, TD Ameritrade less original
purchase cost. Net trading revenues primarily consist of revenues from trading
securities earned upon completion of trade, net of any trading fees. A trading
is completed when earned and recognized at a point in time, on a trade-date
basis, as the Company executes trades. The Company records trading revenue on a
net basis, trading sales less original purchase cost.  Net trading revenue consisted of the following:  January
  1, 2020 to September 30, 2020
 TotalRevenue
  from sales of securities
 $
 261,219Cost
  of securities
 
 (161,342)Net
  trading revenue
 $
 99,876.72
   NOTE
6. SALES – INVESTMENT PROPERTY  Sales and other disposition of properties
from Real Estate Investments holdings:  Dispositions  Below is the schedule of the details of the Real Estate
Investments sales transactions during the period: Three
  Months Ended September 30, 2020
 
 Nine
  Months Ended
  September
  30, 2020Description
 Amount
 
 AmountSales - Investment property
 
 
 $       1,205,000Closing costs
 
 
 (11,522)Commissions Paid
 
 
 (60,645)Developer’s Fees
 
 
 (95,750)Escrow & Title
 
 
 (6,714)Cost of Investment property sold
 
 
 (917,825)Old Liens Payoff
 
 
 (51,879)Property Taxes
 
 
 (20,064)Recording Charges
 
 
 (7,048)Seller Credit
 
 
 (8,380)Net Profit from Real Estate Investment
  Sales
 
 
 $             25,173
   NOTE
7.LINE OF CREDIT /LOANS
- RELATED PARTIES


---



The Company considers its founders, managing directors, employees,
significant shareholders, and the portfolio Companies to be affiliates. In
addition, companies controlled by any of the above named is also classified as
affiliates.  Line of credit from related party consisted of the following:  September 30, 2020
 
 December 31, 2019September
  2019 (line of credit)- Line of credit with maturity date of February 28, 2021 with 0%
  interest per annum with unpaid principal balance and accrued interest payable
  on the maturity date.
 $
 163,632
 $
 41,200May
  20, 2020 (line of credit)Line of credit with maturity date of May 4, 2025 with 0%
  interest per annum with unpaid principal balance and accrued interest payable
  on the maturity date.
 
 766,717
 
 -July
  3, 2020 (30 year term loan)Term loan with maturity date of July 2, 2050 with 3.75%
  interest per annum with unpaid principal balance and accrued interest payable
  on the maturity date.
 
 150,000
 
 -Total
  Line of credit - related party
 
 930,350
 
 41,200Less
  current portion
 
 (163,632)
 
 (41,200)Total
  Line of credit - related party
 $
 766,718
 $
 -
   Goldstein Franklin, Inc. - $190,000 line
of credit  On February 28, 2020, the Company amended its line of credit
agreement to increase it to the amount of $190,000 with maturity date of
February 28, 2021. The line of credit bears interest at 0% per annum and
interest and unpaid principal balance is payable on the maturity date. The
Company had unused line of credit of $26,368 as of September 30, 2020.See NOTE 14 for more details of our related party
transactions.   NOTE
8.EARNINGS (LOSS) PER SHARE  Net
Loss per Share Calculation:  Basic net loss per common share ("EPS") is computed
by dividing loss available to common stockholders by the weighted-average
number of common shares outstanding for the period. Dilutive earnings per share
include the effect of any potentially dilutive debt or equity under the
treasury stock method, if including such instruments is dilutive, assuming all
dilutive potential common shares were issued. Dilutive loss per share excludes
all potential common shares if their effect is anti-dilutive.The Company’s diluted earnings (loss) per share is the same
as the basic earnings/loss per share forthe period
January 1, 2020 to September 30, 2020, as there are no potential shares
outstanding that would have a dilutive effect.


---



January
  1, 2020  to September 30, 2020
 AmountNet
  income
 $
 (132,618)Dividends
 
 -Stock
  option
 
 -Adjusted
  net income attribution to stockholders
 $
 (132,618)Weighted-average
  shares of common stock outstandingBasic and Diluted
 
 169,922,436Net
  changes in fair value at end of the periodBasic and Diluted
 $
 (0.00068)
   NOTE
9. INCOME TAXES  Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income
tax purposes. A full valuation allowance is established against all net
deferred tax assets as of September 30, 2020 and December 31, 2019 based on
estimates of recoverability. While the Company has optimistic plans for its
business strategy, it determined that such a valuation allowance was necessary
given the current and expected near term losses and the uncertainty with
respect to its ability to generate sufficient profits from its business model.  We did not provide any current or deferred
US federal income tax provision or benefit for any of the periods presented in
these financial statements because we have accumulated substantial operating
losses over the years.  When it is more likely than not, that a tax asset
cannot be realized through future income, we must record an allowance against
any future potential future tax benefit.  We have provided a full
valuation allowance against the net deferred tax asset, consisting of net
operating loss carry forwards, because management has determined that it is
more likely than not that we will not earn income sufficient to realize the
deferred tax assets during the carry forward periods.  The Company has not taken a tax position
that, if challenged, would have a material effect on the financial statements
as of September 30, 2020 and December 31, 2019 as defined under ASC 740,
"Accounting for Income Taxes."  We did not recognize any
adjustment to the liability for uncertain tax position and therefore did not
record any adjustment to the beginning balance of the accumulated deficit on
the balance sheet.  A reconciliation of the differences
between the effective and statutory income tax rates for the period ended September
30, 2020 and December 31, 2019:  Percent
 
 
 30-Sep-20
 
 
 31-Dec-19Federal statutory rates
 
 34
 %
 
 $
 (6,611,468)
 
 
 $
 (6,511,294)State income taxes
 
 5
 %
 
 
 (972,275)
 
 
 
 (957,543)Permanent differences
 
 -0.5
 %
 
 
 97,227
 
 
 
 95,754Valuation allowance against net deferred tax assets
 
 -38.5
 %
 
 
 7,486,515
 
 
 
 7,373,083Effective rate
 
 0
 %
 
 $
 -
 
 
 $
 -


---



At September 30,
2020 and December 31, 2019, the significant components of the deferred tax
assets are summarized below:  30-Sep-20
 
 
 31-Dec-19Deferred income tax assetNet operation loss carryforwards
 
 19,445,493
 
 
 
 19,150,865Total deferred income tax asset
 
 7,583,742
 
 
 
 7,468,837Less: valuation allowance
 
 (7,583,742)
 
 
 
 (7,468,837)Total deferred income tax asset
 $
 -
 
 
 $
 -
  The Company has recorded as of September
30, 2020 and December 31, 2019, a valuation allowance of  $7,583,742  and  $7,468,837
respectively, as it believes that it is more likely than not that the deferred
tax assets will not be realized in future years. Management has based its
assessment on the Company’s lack of profitable operating history. The valuation allowance $7,583,742 as At
September 30, 2020 increased by $113,432 compared to December 31, 2019 of $7,468,837
as a result of the Company generating net operating loss of $132,618. The Company conducts an analysis of its
tax positions and has concluded that it has no uncertain tax positions as of
September 30, 2020 and 2019. For the period
ended September 30, 2020 and 2019, the Company has net operating loss
carry-forwards of approximately $19,445,493 and $19,150,865 respectively. Such
amounts are subject to IRS code section 382 limitations and expire in 2034.   NOTE
10. RECENTLY ACCOUNTING PRONOUNCEMENTS  Recently Issued
Accounting Standards  ASU 2019-12 — In December 2019, the Financial
Accounting Standards Board  ("FASB")  issued  ASU 2019-  12,
Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12
simplify the accounting for income taxes by removing certain exceptions to the
general principles in Accounting Standards Codification ("ASC") Topic
740, Income Taxes. The amendments also improve consistent application of and
simplify GAAP for other areas of Topic 740 by clarifying and amending existing
guidance. ASU 2019-12 will be effective for the Company's fiscal year beginning
October 1, 2021, with early adoption permitted. The transition requirements are
dependent upon each amendment within this update and will be applied either
prospectively or retrospectively. The Company does not expect this ASU to have
a material impact on its condensed consolidated financial statements.


---



ASU 2016-13 — In June 2016, the FASB issued ASU
2016-13,Measurement of Credit Losses on Financial Instruments,
which amends FASB ASC Topic 326,Financial Instruments- Credit
Losses. In addition, in May 2019, the FASB issued ASU 2019-05,Targeted
Transition Relief, which updates FASB ASU 2016-13. These ASU’s require
financial assets measured at amortized cost to be presented at the net amount
to be collected and broadens the information, including forecasted information
incorporating more timely information, that an entity must consider in
developing its expected credit loss estimate for assets measured. These ASU’s
are effective for fiscal years beginning after December 15, 2019, including
interim periods within those fiscal years. Early application is permitted for
fiscal years beginning after December 15, 2018. Most of our financial assets
are excluded from the requirements of this standard as they are measured at
fair value or are subject to other accounting standards. In addition, certain
of our other financial assets are short-term in nature and therefore are not
likely to be subject to significant credit losses beyond what is already
recorded under current accounting standards. As a result, we currently do not
anticipate this standard to have a significant impact on our consolidated
financial statements.  In August 2018, the FASB issued ASU
2018-13,Disclosure Framework-Changes to the Disclosure Requirements
for Fair Value Measurements, which amends FASB ASC Topic 820,Fair
Value Measurements. This ASU eliminates, modifies and adds various
disclosure requirements for fair value measurements. This ASU is effective for
fiscal years beginning after December 15, 2019, and interim periods within
those fiscal years. Certain disclosures are required to be applied using a
retrospective approach and others using a prospective approach. Early adoption
is permitted. The various disclosure requirements being eliminated, modified or
added are not significant to us. As a result, we currently do not anticipate
this standard to have a significant impact on our consolidated financial
statements.  In August 2018, the FASB issued ASU
2018-15,Customer’s Accounting for Implementation Costs Incurred in a
Cloud Computing Arrangement That is a Service Contract, which amends FASB
ASC Subtopic 350-40,Intangibles-Goodwill and Other-Internal-Use
Software. This ASU adds certain disclosure requirements related to
implementation costs incurred for internal-use software and cloud computing
arrangements. The amendment aligns the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service
contract with the requirements for capitalizing implementation costs incurred
to develop or obtain internal-use software (and hosting arrangements that
include an internal-use software license). This ASU is effective for fiscal
years beginning after December 15, 2019, and interim periods within those
fiscal years. The amendments in this ASU should be applied either using a
retrospective or prospective approach. Early adoption is permitted. We
currently do not anticipate this standard to have a significant impact on our
consolidated financial statements.  In August 2014, the FASB issued ASU 2014-15 on “Presentation
of Financial Statements Going Concern(Subtopic 205-40) –Disclosure of
Uncertainties about an Entity’s Ability to Continue as a Going Concern”.
Currently, there is no guidance in U.S. GAAP about management’s responsibility
to evaluate whether there is substantial doubt about an entity’s ability to
continue as a going concern or to provide related footnote disclosures. The
amendments in this update provide such guidance. In doing so, the amendments are
intended to reduce diversity in the timing and content of footnote disclosures.
The amendments require management to assess an entity’s ability to continue as
a going concern by incorporating and expanding upon certain principles that are
currently in U.S. auditing standards. Specifically, the amendments (1) provide
a definition of the term substantial doubt, (2) require an evaluation every
reporting period including interim periods, (3) provide principles for
considering the mitigating effect of management’s plans, (4) require certain
disclosures when substantial doubt is alleviated as a result of consideration
of management’s plans, (5) require an express statement and other disclosures
when substantial doubt is not alleviated, and (6) require an assessment for a
period of one year after the date that the financial statements are issued (or
available to be issued). The amendments in thisupdate
are effective for public and nonpublic entities for annual periods ending after
December 15, 2016. Early adoption is permitted. We currently do not anticipate
this standard to have a significant impact on our consolidated financial
statements.


---



In January 2013, the FASB issued ASU No. 2013-01,
"Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities." This ASU clarifies that the scope
of ASU No. 2011-11, "Balance Sheet (Topic 210):Disclosures about
Offsetting Assets and Liabilities." applies only to derivatives,
repurchase agreements and reverse purchase agreements, and securities borrowing
and securities lending transactions that are either offset in accordance with
specific criteria contained in FASB Accounting Standards Codification or
subject to a master netting arrangement or similar agreement. The amendments in
this ASU are effective for fiscal years, and interim periods within those
years, beginning on or after January 1, 2013.  We currently do not anticipate
this standard to have a significant impact on our consolidated financial
statements.  In February 2013, the FASB issued ASU No.
2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive Income." The ASU
adds new disclosure requirements for items reclassified out of accumulated
other comprehensive income by component and their corresponding effect on net
income. The ASU is effective for public entities for fiscal years beginning
after December 15, 2013.  We currently do not anticipate this standard to have
a significant impact on our consolidated financial statements.  In February 2013, the Financial Accounting
Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic
405): Obligations Resulting from Joint and Several Liability Arrangements for
which the Total Amount of the Obligation Is Fixed at the Reporting Date." This
ASU addresses the recognition, measurement, and disclosure of certain
obligations resulting from joint and several arrangements including debt
arrangements, other contractual obligations, and settled litigation and
judicial rulings. The ASU is effective for public entities for fiscal years,
and interim periods within those years, beginning after December 15, 2013. We
currently do not anticipate this standard to have a significant impact on our
consolidated financial statements.  In March 2013, the FASB issued ASU No. 2013-05,
"Foreign Currency Matters (Topic 830): Parent's Accounting for the
Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or
Groups of Assets within a Foreign Entity or of an Investment in a Foreign
Entity." This ASU addresses the accounting for the cumulative
translation adjustment when a parent either sells a part or all of its
investment in a foreign entity or no longer holds a controlling financial
interest in a subsidiary or group of assets that is a nonprofit activity or a
business within a foreign entity. The guidance outlines the events when
cumulative translation adjustments should be released into net income and is
intended by FASB to eliminate some disparity in current accounting practice.
This ASU is effective prospectively for fiscal years, and interim periods
within those years, beginning after December 15, 2013.  We currently do not anticipate
this standard to have a significant impact on our consolidated financial
statements.  In March 2013, the FASB issued ASU 2013-07, “Presentation
of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The
amendments require an entity to prepare its financial statements using the
liquidation basis of accounting when liquidation is imminent. Liquidation is
imminent when the likelihood is remote that the entity will return from
liquidation and either (a) a plan for liquidation is approved by the person or
persons with the authority to make such a plan effective and the likelihood is
remote that the execution of the plan will be blocked by other parties or (b) a
plan for liquidation is being imposed by other forces (for example, involuntary
bankruptcy). If a plan for liquidation was specified in the entity’s governing
documents from the entity’s inception (for example, limited-life entities), the
entity should apply the liquidation basis of accounting only if the approved
plan for liquidation differs from the plan for liquidation that was specified
at the entity’s inception. The amendments require financialstatements
prepared using the liquidation basis of accounting to present relevant
information about an entity’s expected resources in liquidation by measuring
and presenting assets at the amount of the expected cash proceeds from
liquidation. The entity should include in its presentation of assets any items
it had not previously recognized under U.S. GAAP but that it expects to either
sell in liquidation or use in settling liabilities (for example, trademarks).
The amendments are effective for entities that determine liquidation is
imminent during annual reporting periods beginning after December 15, 2013, and
interim reporting periods therein. We currently do not anticipate this standard
to have a significant impact on our consolidated financial statements.


---



We have reviewed all the recently issued, but not
yet effective, accounting pronouncements. Management does not believe that any
recently issued, but not yet effective, accounting standards could have a
material effect on the accompanying financial statements. As new accounting
pronouncements are issued, we will adopt those that are applicable under the
circumstances.  NOTE
11. INVESTMENT SECURITIES (TRADING)  The Company applied
the fair value accounting treatment for trading securities per ASC 320, with
unrealized gains and losses recorded in net income each period. Debt securities
classified as trading should be measured at fair value in the currency in which
the debt securities are denominated and remeasured into the investor’s
functional currency using the spot exchange rate at the balance sheet date.  Investments in equity securities as of September 30, 2020 are
summarized based on the following: September
  30, 2020
 
 Cost
 
 Changes
  in Fair Value
 
 Fair
  ValueStocks
 $
 22,366
 $
 (6,403)
 $
 15,963Options
 
 20,955
 
 (13,957)
 
 6,998Investments
  - Trading Securities
 $
 43,320
 $
 (20,360)
 $
 22,960
  Trading securities
are treated using the fair value method, whereby the value of the securities on
the company’s balance sheet is equivalent to their current market value. These
securities will be recorded in the current assets section under the Investment
Securities account and will be offset in the shareholder’s equity section under
the unrealized proceeds from sale of short-term investments” account. The Short
Term Investments account amount represents the current market value of the
securities, and the “Unrealized Proceeds From Sale of Short Term Investments”
account represents the cash proceeds that the company would receive if it were
to sell the investments at the end of the specified accounting period.  January 1, 2020 to September 30, 2020
 
 AmountTotal beginning balance - fair market
 $
 45,396Total investment purchases - cost
 
 266,958Total investment sales - cost
 
 (261,219)Unrealized losses
 
 (28,175)Investment - Trading Securities
 $
 22,960
   NOTE
12. REAL ESTATE INVESTMENTS


---



Current Holdings of Real Estate
Investments:  In 2019, we bought three single family residences (SFR) with
a cost/carrying amount of $1,452,897, in Los Angeles.  We financed the purchase
with borrowing from our controlling shareholder.  Our goals for the properties
was to rehabilitee and deliver each of them to eligible homebuyers as part of
our mission of promoting homeownership affordable housing.  As at September 30,
2020, we have two available-for-sale real estate properties with a carrying
amount of $970,148: Cost basis9/30/2020SFR - 11253 S New Hampshire, 90044
 $
 359,821SFR - 4904 S Wilton Place 90062
 
 610,327Total  Holdings of Real Estate
  Investments
 $
 970,148
  Inventory costs include direct home acquisition costs and any
capitalized improvements.  The following is the Real Estate Investments
activities for the period under review:  We bought the 11253 S New Hampshire, LA 90044 property in
June of 2020 at a cost of 321,498.  We financed the purchase with borrowing
from our controlling shareholder.  Our goal for the property was to rehabilitee
and resell to eligible homebuyers as part of our mission of promoting
homeownership affordable housing.  As of September 30, 2020, we have expended
$38,323 on rehabilitation of the property.  The 4904 S Wilton Place, Los Angeles, CA 90062 property was
bought on April 23, 2019 for a total acquisition cost of $498,983.51.  Our goal
for the property was to rehabilitee and resell to eligible homebuyers as part
of our mission of promoting homeownership affordable housing.  As of September
30, 2020, we have expended $111,343 on rehabilitation of the property.  Real estate held for use:  As at September 30, 2020, the Company has no real
estate held for use.   NOTE
13. MARGINAL LOAN PAYABLE  The Company’s
subsidiary, Alpharidge Capital LLC. entered into a marginal loan agreement as
part of its new trading account process in 2019 with TD Ameritrade, the
Company’s brokerage to continue the purchase of securities and to fund the
underfunded balance.  The balance of this account as at September 30, 2020 is
$5,524.  NOTE
14. RELATED PARTY TRANSACTIONS  The Company had the following related party transactions:  ·Line
of Credit – On September 15, 2019, the Company entered into a line of credit
agreement in the amount of $41,200 with Goldstein Franklin, Inc. which is owned
and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The
maturity date of the line of credit is February 15, 2020. The line of credit
agreement was amended to the amount of $190,000 and maturity date of February
28, 2021. The line of credit bears interest at 0% per annum and interestand unpaid principal balance is payable on the maturity
date. As at September 30, 2020, the Company had drawn $163,632.36 from the LOC.


---



·Line
of credit - On May 5, 2020, the Company entered into a line of credit agreement
in the amount of $1,500,000 with Los Angeles Community Capital, which is owned
and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The
maturity date of the line of credit is May 4, 2025. The line of credit bears
interest at 0% per annum and interest and unpaid principal balance is payable
on the maturity date. The Company had unused line of credit of $1,280,902 As of
September 30, 2020.  In addition, during
the nine months ended September 30, 2020, the Company pursuant to the terms of loan
agreement, paid to an entity controlled by our CEO $95,750 respectively, as
developer’s fees from the sales amount of the two real estate investment
properties sold.  Although the $95,750 was less than the 10% of the total sales
amount of $1,205,000, the Company agreed with the lender to take less than 10%
in accommodation because one of the two properties sold had unanticipated cost
overrun.  Real
Property Sales and Loan Repayment to a Related Party Lender  As
at September 30, 2020, we have sold two of our four properties with two
properties left.  We
closed the sale of the 831 E 94th Street propertyon
February 21, 2020 and used part of the proceeds to payoff $367,128, which was
the total sum borrowed for the property purchase and rehabilitation.  The
payment was made to Los Angeles Community Capital, an entity controlled by
CEO.  Los Angeles Community Capital was the lender in this transaction.  We
closed the sale of thecondominium unit located at 5125 Harold Way #307,
Los Angeles, CA 90027, on April 26, 2020 and used part of the proceeds to
payoff $555,031, which was the total sum borrowed for the property purchase and
rehabilitation.  The payment was made to Los Angeles Community Capital, an
entity controlled by CEO.  Los Angeles Community Capital was the lender in this
transaction.  Having
used $922,159, part of the proceeds from the two properties sales to pay down
the related party loan, the outstanding balance on the related party loan was
reduced to $561,751 as at September 30, 2020.  Developer’s
Fees paid to a Related Party Lender following the sales of two real properties  As
at September 30, 2020, we have sold two of the three properties with only one
of the three properties left. Following the close of the sales of two of the
properties, we paid out Developer Fee, pursuant to the loan agreement we had
with the lender, Los Angeles Community Capital, an entity controlled by Mr.
Igwealor, who has 100% voting control of Los Angeles Community Capital.  Following
the sale of the 831 E 94th Street propertyon
February 21, 2020 for $495,000, the agreed upon Developer Fee of $49,500 was
due to Los Angeles Community Capital.  However, the Company negotiated the fee
down to $24,750 (50% reduction) because an undiscovered utility lien latter
popped up at title/escrow and reduced the profit by $50,000.  Following
the sale of the5125 Harold Waypropertyon April 26, 2020 for $710,000, the agreed upon
Developer Fee of $71,000 was due and paid to Los Angeles Community Capital.


---



In
total, the Company paid $95,750 as Developer Fees to a related partylender, Los Angeles Community
Capital, an entity controlled by our CEO, Mr. Igwealor, who has 100% voting
control of Los Angeles Community Capital.  Thus, during the six months ended September 30, 2020,
the Company pursuant to the terms of its Line of Credit agreement, paid $95,750
as developer’s fees from the sales amount of the two real estate investment
properties sold, toLos
Angeles Community Capital, an entity controlled by our CEO, Mr. Igwealor, who
has 100% voting control of Los Angeles Community Capital.  Although the Company was still able to
recorded $25,173 in net realized gains from the sale of Real Estate
Investment properties during the six months ended September 30, 2020, the
Company would have made more profit (save $95,750) from the sales if the
Company had a different financing mechanism including its own capital.  Notwithstanding the above mentioned possibility of making more
profit from sales of Real Estate Investment properties, there are no guarantees
that we could be able to raise sufficient capital to stand on our own and stop
using the credit line from a related party.  NOTE
15. SPIN-OFF AND RESTRUCTURING  On
September 15, 2020, Video River Networks, Inc. (the “Company”) entered into a
stock purchase agreement with Kid Castle Educational Corporation (“Kid
Castle”), an entity related to, and controlled by our President and CEO with
respect to the purchase through private placement, of 900,000 shares of its
preferred stock at a purchase price of $3 in cash and a transfer of 100%
interest in, and control of CommunityEconomic Development Capital, LLC (a California Limited Liability
Company).   The shares were issued to the investors without registration under
the Securities Act of 1933 based upon exemptions from registration provided
under Section 4(2) of the Act and Regulation D promulgated thereunder.  The
issuances did not involve any public offering; no general solicitation or
general advertising was used in connection with the offering.  Following the
acquisition, the Company now has 55% of the voting control of and 100% of
operating control of Kid Castle.  As at the time of this transaction, all four
businesses involved in the transaction were controlled by Mr. Frank I Igwealor.  The transaction was
classified as “common control transaction because both the buyer and seller in
the above acquisitions were under the control of the same person.  Thus, the
transaction fall under “Transactions Between Entities Under Common Control“
subsections of ASC 805-50.  As a result of the transaction, the consolidated
financial statements of the Company henceforth includes Kid Castle Educational
Corporation and its subsidiary, GiveMePower Corporation, and all wholly owned
(or majority owned) subsidiaries of GiveMePower  including Alpharidge Capital
LLC. (“Alpharidge”), Community Economic Development Capital, LLC. (“CED
Capital”), and Cannabinoid Biosciences, Inc. (“CBDX”), and subsidiaries, in
which has a controlling voting interest and entities consolidated under the
variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC
810”), after elimination of intercompany transactions and accounts.  As at the
time of this transaction, all four businesses involved in the transaction were
controlled by Mr. Frank I Igwealor. Because both the buyer and seller in the
above acquisitions were under the control of the same person,  The board undertook
the transaction to transition the Company back to its original
technology-focused businesses ofPower Controls,
Battery Technology, Wireless Technology, and Residential utility meters and
remote, mission-critical devices.  And topartly free the Company of the
internally-managed real estate holding business that focused on the
acquisition, ownership and management of specialized industrial properties,
affordable housing and opportunity zone real estate properties and businesses.


---



In addition the board has resolved to push the
Company into the Electric Vehicles, Artificial Intelligence, Machine Learning
and Robotics (“EV-AI-ML-R”) businesses/markets by targeting acquisition,
ownership and operation of acquired EV-AI-ML-R businesses or portfolio of
EV-AI-ML-R businesses.  NOTE
16. SHAREHOLDERS’ EQUITY (DEFICIT)  Preferred
Stock  As of September
30, 2020 and 2019, we were authorized to issue 1,000,000 shares of preferred
stock with a par value of $0.001.  The Company has 1
and 1 shares of preferred stock were issued and outstanding during the periods
ended September 30, 2020 and 2019 respectively.  Common
Stock  The Company is
authorized to issue 1,119,000,000 and 1,119,000,000 shares of common stock with
a par value of $0.001 as At September 30, 2020 and 2019 respectively.  Period ended September 30, 2020  The Company has
issued 169,922,436 and 169,922,436 shares of our common stock to more than 163
shareholders as At September 30, 2020 and December 31, 2019 respectively.  Warrants  No warrants were
issued or outstanding during the periods ended September 30, 2020 and 2019.  Stock
Options  The Company has
never adopted a stock option plan and has never issued any stock options.   NOTE 17.
SUBSEQUENT EVENTS  Pursuant to ASC 855-10, theCompany evaluated subsequent events after September
30, 2020 through November 18, 2020, the date these financial statements were
issued and has determined there have been no subsequent events for which
disclosure is required.The Company did not have any material
recognizable subsequent events that required disclosure in these financial statements.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS  Forward-Looking
Statements  This Quarterly Report
on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. The
Securities and Exchange Commission (the “SEC”) encourages companies to disclose
forward-looking information so that investors can better understand a company’s
future prospects and make informed investment decisions. This Quarterly Report
and other written and oral statements that we make from time to time contain
such forward-looking statements that set out anticipated results based on
management’s plans and assumptions regarding future events or performance. We
have tried, wherever possible, to identify such statements by using words such
as “anticipate,”“estimate,”“expect,”“project,”“intend,”“plan,”“believe,”“will”
and similar expressions in connection with any discussion of future operating
or financial performance. In particular, these include statements relating to
future actions, future performance or results of current and anticipated sales
efforts, expenses, the outcome of contingencies, such as legal proceedings, and
financial results.  We caution that the
factors described herein, and other factors could cause our actual results of
operations and financial condition to differ materially from those expressed in
any forward-looking statements we make and that investors should not place
undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of anticipated or unanticipated events or
circumstances. New factors emerge from time to time, and it is not possible for
us to predict all of such factors. Further, we cannot assess the impact of each
such factor on our results of operations or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.  General  Business Overview  Video
River Networks, Inc. (the “Company”) is a technology firm that operates and
manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine
Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in North
America.  The Company’s current and target portfolio businesses and assets
include operations that design, develop, manufacture and sell high-performance
fully electric vehicles and design, manufacture, install and sell Power
Controls, Battery Technology, Wireless Technology, and Residential utility
meters and remote, mission-critical devices mostly engineered through
Artificial Intelligence, Machine Learning and Robotic technologies.  The
Company currently maintainsminor
equity interest in: (1) Tesla, Inc. (TSLA), a California based maker of
high-performance fully electric vehicles; (2)Electrameccanica
Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that
designs and builds the all-electric SOLO and the Tofino all-electric sport
coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that
designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los
Angeles, California headquartered company that designs and builds all-electric,
zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona
company that designs and manufactures electric components, drivetrains and
vehicles.  Our currenttechnology-focusedbusiness model was
a result of our board resolution on September 15, 2020 to spin-in our specialty
real estate holding business to an operating subsidiary andthen
pivot back to being a technology company.The
Company has now returned back to its original technology-focused businesses ofPower Controls, Battery Technology, Wireless
Technology, and Residential utility meters and remote, mission-critical
devices.  In addition to above list, the Company intends to spread its wings
into the Electric Vehicles, Artificial Intelligence, Machine Learning and
Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership
and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R
businesses.


---



Video River Networks, Inc., prior
to September 15, 2020, used to be a specialty real estate holding company,
focuses on the acquisition, ownership, and management of specialized industrial
properties. Prior to its real estate business model,the Company’s Power Controls Division has used wireless
technology to control both residential utility meters and remote,
mission-critical devices since 2002. The Set Top Box Division, acquired in
October 2007, enables hotels to provide in-room high definition television
(“HDTV”) broadcasts, integrated with video-on-demand, and customized guestservices
information. On August 14, 2009, the Company filed Form 15D, Suspension of Duty
to Report, and as a result, the Company was not required to file any SEC forms
since August 14, 2009.  Following
our board decision to transition back to our original technology-focused
business model and to target Electric Vehicles, Artificial Intelligence,
Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, wehave identified several acquisition
and collaboration candidates.  We have established minor equity interest in the
following EV-AI-ML-R businesses: (1) Tesla, Inc. (TSLA), a California based
maker of high-performance fully electric vehicles; (2)Electrameccanica
Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that
designs and builds the all-electric SOLO and the Tofino all-electric sport
coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that
designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los
Angeles, California headquartered company that designs and builds all-electric,
zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona
company that designs and manufactures electric components, drivetrains and
vehicles; (6) Veritone Inc. (VERI); (7) AudioEye Inc. (AEYE); (8)
Cloudera, Inc. (CLDR), ; (9) eGain Corporation (EGAN); (9) Ideanomics, Inc (IDEX);
(10) FLIR Systems (FLIR); (11) Rekor Systems, Inc (REKR); (12) ROBO
Global Robotics and Automation Index ETF (ROBO); (13) iShares Robotics and
Artificial Intelligence ETF (IRBO); (14)         First Trust Nasdaq Artificial
Intelligence and Robotics ETF (CARZ); (15) AI Powered Equity ETF (AIEQ); (16)
Global X Autonomous & Electric Vehicles ETF (DRIV); (17) Direxion Robotics,
Artificial Intelligence & Automation Index Bull 3X Shares (UBOT); (18) The
Global X Robotics & Artificial Intelligence ETF (BOTZ); (19) ETF
Series Solutions - Defiance Quantum ETF (QTUM); (20) iRobot Corporation (IRBT);
(21) AeroVironmnent(AVAV); (22) Globus Medical (GMED);  (23) Trimble (TRMB); (24) Intuitive Surgical (ISRG); and (25) Stereotaxis (STXS).  The Company shall keep adding to this
portfolio and also rebalance the portfolio periodically to achieve optimal
allocation across theEV-AI-ML-R
market.  Our corporate office is located
at370 Amapola Ave., Suite 200A, Torrance, California 90501.
Our telephone number is (310) 895-1839.As of September 30, 2020, we had no W-2 employee, but three of our
officers and directors provide all the services without pay until we formally
enter into employment contract with them as full-time employees.  EV-AI-ML-RIndustry Outlook — North America The
Company monitors industry conditions in the North AmericanEV-AI-ML-Rmarket
using monthly data as reported by those publicly traded companies in our
portfolio for production and delivery to dealers and consumers. In addition, we
monitor monthly trends as reported by each portfolio company, whose data is
typically issued on a monthly basis. The Company believes that monthlyEV-AI-ML-Rmarket
data is important as production, delivery and consumer purchases impact future orders
and ultimately our portfolio company production.


---



Real EstateBusiness
Objectives Although we have pivoted to
technology, our real estate business is still ongoing through our independently
managed sub-subsidiaries including Alpharidge Capital LLC, Community Economic
Development Capital, LLC and Opportunity Zone Capital LLC. Our principal
business objective is to maximize stockholder returns through a combination of
(1) distributions to our stockholders, (2) sustainable long-term growth in cash
flows from increased rents, which we hope to pass on to stockholders in the
form of increased distributions, and (3) potential long-term appreciation in
the value of our properties from capital gains upon future sale.  The Company’s real estate
holdings entails the ownership, operation, management, acquisition, development
and redevelopment of predominantly multifamily housing and specialized
industrial properties in the United States. Additionally, our specialized
industrial property strategy is to acquire and own a portfolio of specialized
industrial properties, including multifamily properties, hemp farms, CBD
processing and medical-use cannabis facilities leased to tenants holding the
requisite state licenses to operate in the regulated medical-use cannabis
industry. This strategy includes the following components:  ·
 Owning Specialized Real Estate Properties and Assets
  for Income.We
  intend to primarily acquire multifamily housings, economic development real
  estates, hemp farms, CBD processing facilities and multifamily properties,
  hemp farms, CBD processing and medical-use cannabis facilities leased licensed
  growers who will continue their cultivation operations after our acquisition
  of the property. We expect to hold acquired properties for investment and to
  generate stable and increasing rental income from leasing these properties to
  licensed growers.
  ·
 Owning Specialized Real Estate Properties and Assets
  for Appreciation.We intend to primarily lease our
  acquired properties under long-term, triple-net leases. However, from time to
  time, we may elect to sell one or more properties if we believe it to be in
  the best interests of our stockholders. Accordingly, we will seek to acquire
  properties that we believe also have potential for long-term appreciation in
  value.
  ·
 Expanding into Additional States Permit
  Medical-Use Cannabis Cultivation and Production.We
  intend to acquire properties in the United States, with a focus on states
  that permit cannabis cultivation for medical use.
  ·
 Affordable Housing.Our motto
  is: “acquiring distressed/troubled properties, securing generous government
  subsidies, empowering low-income families, and generating above-market
  returns to investors.”·
 Preserving Financial Flexibility on our Balance
  Sheet.We
  intend to focused on maintaining a conservative capital structure, in order
  to provide us flexibility in financing our growth initiatives.
  As of September 30, 2020, we owned one
investment property in California, and we expect to continue to expand to other
real estate asset classes including hemp and multifamily properties, hemp
farms, CBD processing and medical-use cannabis facilities.  We believe an
intense focus on operations is necessary to realize consistent, sustained
earnings growth. Ensuring tenants’ satisfaction, increasing rents as market
conditions allow, maximizing rent collections, maintaining property occupancy
at optimal levels, and controlling operating costs comprise our principal
strategies to maximize property financial results. We believe a web-based property
management and revenue management systems strengthen on-site operations and
allow us to quickly adjust rental rates as local market conditions change.
Lease terms are generally staggered based on vacancy exposure by property type
so lease expirations are matched to each property's seasonal rental patterns.
We generally offer leases ranging from twelve to fifteen months with individual
property marketing plans structured to respond to local market conditions. In
addition, we conduct ongoing customer service surveys to help ensure timely
response to tenants' changing needs and a high level of satisfaction.  Our Affordable Housing Target Markets  Our multifamily affordable
housing target market is focused on urban and suburban neighborhoods in
California, Nevada and Maryland and other highly urbanized states.  We are also
open to acquiring properties in opportunity zone multifamily properties that includes
most urban neighborhoods of the United States, including underserved suburbs of
major cities across the country.


---



Research
Driven Approach to Investments–The Company
believes that successful real estate investment decisions and portfolio growth
begin with extensive regional economic research and local market
knowledge. The Company continually assesses markets where the Company
operates, as well as markets where the Company considers future investment
opportunities by evaluating markets and focusing on the following strategic
criteria: •
 Major metropolitan areas that have regional population in
  excess of one million;
  •
 Constraints on new supply driven by: (i) low availability of
  developable land sites where competing housing could be economically built;
  (ii) political growth barriers, such as protected land, urban growth
  boundaries, and potential lengthy and expensive development permit processes;
  and (iii) natural limitations to development, such as mountains or waterways;
  •
 Rental demand enhanced by affordability of rents relative to
  costs of for-sale housing; and
  •
 Housing demand based on job growth, proximity to jobs, high
  median incomes and the quality of life including related commuting factors.
  Recognizing
that all real estate markets are cyclical, the Company regularly evaluates the
results of its regional economic, and local market research, and adjusts the
geographic focus of its portfolio accordingly. The Company seeks to
increase its portfolio allocation in markets projected to have the strongest
local economies and to decrease allocations in markets projected to have
declining economic conditions. Likewise, the Company also seeks to
increase its portfolio allocation in markets that have attractive property
valuations and to decrease allocations in markets that have inflated valuations
and low relative yields. Multifamily
Property Operations– The Company intends to manage its multifamily
properties by focusing on activities that may generate above-average rental
growth, tenant retention/satisfaction and long-term asset appreciation. 
The Company intends to achieve this by utilizing the strategies set forth
below:  •
 Property Management–Oversee
  delivery and quality of the housing provided to our tenants and manage the
  properties financial performance.
  •
 Capital Preservation –The
  Company's asset management services are responsible for the planning,
  budgeting and completion of major capital improvement projects at the
  Company’s multifamily properties.
  •
 Business Planning and Control –Comprehensive
  business plans are implemented in conjunction with significant investment
  decisions. These plans include benchmarks for future financial performance
  based on collaborative discussions between on-site managers, the operations
  leadership team, and senior management.
  •
 Development and Redevelopment –The
  Company focuses on acquiring and developing apartment multifamily properties
  in supply constrained markets, and redeveloping its existing multifamily
  properties to improve the financial and physical aspects of the Company’s multifamily
  properties.
  Our Specialized Industrial Properties Target Markets  The targets for our
Specialized Industrial Properties are CBD processing facilities and hemp farms. 
 We believe we are well positioned in our current markets and have the
expertise to take advantage of new opportunities as they arise. These
capabilities, combined with what we believe is a conservative financial
structure, should allow us to concentrate our growth efforts toward selective
opportunities to enhance our strategy of having a geographically diverse
portfolio of assets which meet the requirements of our tenants.  We continue to operate in
our core markets which we believe provides an advantage due to economies of
scale. We believe, where possible, it is best to operate with a strong base of
properties in order to benefit from the personnel allocation and the market
strength associated with managing multiple properties in the same market.
However, consistent with our goal of generating sustained earnings growth, we
intend to selectively dispose of properties and redeploy capital for various
strategic reasons, including if we determine a property cannot meet our
long-term earnings growth expectations.  We try to maximize capital
appreciation of our properties by investing in markets characterized by
conditions favorable to multifamily property appreciation. These markets
generally feature the following:  •
 Strong economic growth leading to household formation and job
  growth, which in turn should support higher demand for our properties; and•
 An attractive quality of life, which may lead to higher demand
  and retention for our properties and allow us to more readily increase rents.


---



Subject to market
conditions, we intend to continue to seek opportunities to develop new multifamily
properties, and to redevelop, reposition and acquire existing multifamily
properties. We also intend to evaluate our operating property and land
development portfolio and plan to continue our practice of selective
dispositions as market conditions warrant and opportunities arise.  We expect to maintain a
strong balance sheet and preserve our financial flexibility by continuing to
focus on our core fundamentals which currently are generating positive cash
flows from operations, maintaining appropriate debt levels and leverage ratios,
and controlling overhead costs. We intend to meet our near-term liquidity
requirements through a combination of one or more of the following: cash flows
generated from operations, draws on our unsecured credit facility or other
short-term borrowing, proceeds from property dispositions, other unsecured
borrowings, or secured mortgages.  Maintaining a Diversified Portfolio and
Allocating Capital to Accretive Investment Opportunities.  We believe greater portfolio
diversification, as defined by geographic concentration, location within a
market (i.e., urban or suburban) and property quality (i.e., A or B), reduces
the volatility of our same-store growth throughout the real estate cycle,
appeals to a wider renter and investor audience and lessens the market risk
associated with owning a homogenous portfolio.  We are focused on increasing
our presence in markets with favorable job formation, high propensity to rent,
low single-family home affordability, and a favorable demand/supply ratio for
multifamily housing. Portfolio investment decisions consider internal analyses
and third-party research.  Our operating focus is on
balancing occupancy and rental rates to maximize our revenue while exercising
tight cost control to generate the highest possible return to our
shareholders.  Revenue is maximized by attracting qualified prospects to our
properties, cost-effectively converting these prospects into new tenants and
keeping our tenants satisfied so they will renew their leases upon expiration. 
While we believe that it is our high-quality, well-located assets that bring
our customers to us, it is the customer service and superior value provided by
our on-site personnel that keeps them renting with us and recommending us to
their friends.  We use technology to engage
our tenants, stakeholder and customers in the way that they want to be
engaged.  Many of our tenants would utilize our web-based tenant portal and app
which allows them to sign and renew their leases, review their accounts and
make payments, provide feedback and make service requests on-line or with
mobile devices.  Market Opportunity  The Industrial Real Estate Sub-Market  The industrial real estate sub-market continues to perform well in
this real estate cycle. According to CBRE Group, Inc., the U.S. industrial
property vacancy rate declined to 4.3% in the fourth quarter of 2018, reflecting
the 35th consecutive quarter of positive net absorption. Nearly
30.0 million square feet of industrial real estate were absorbed in 2018, which
resulted in the highest net asking rents since CBRE Group, Inc. began tracking
this metric in 1989.  We believe this
supply/demand dynamic creates significant opportunity for owners of industrial
facilities, particularly those focused on niche categories, as options are
limited for tenants requiring specialized buildings. We intend to capitalize on
this opportunity by purchasing specialized industrial real estate assets that
are critical to the hemp and CBD industry.  STRATEGY Our Financing Strategy


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As part of our plan to finance our
activities, we utilize proceeds from debt and equity offerings and refinancing
to extend maturities, pay down existing debt, fund development and
redevelopment activities, and acquire rental properties.  We use mortgage with
reasonable terms on all our acquisitions.  We intend to meet our long-term liquidity
needs through cash flow from operations and the issuance of equity and debt
securities, including common stock, preferred stock and long-term notes. Where
possible, we also may issue limited partnership interests in our Operating
Partnership to acquire properties from existing owners seeking a tax-deferred
transaction. We expect to issue equity and debt securities at times when we
believe that our stock price is at a level that allows for the reinvestment of
offering proceeds in accretive property acquisitions. We may also issue common
stock to permanently finance properties that were previously financed by debt
securities. However, we cannot assure you that we will have access to the
capital markets at times and on terms that are acceptable to us. Our ability to
access the capital markets and to obtain other financing arrangements is also
significantly limited by our focus on serving the medical-use cannabis
industry. Our investment guidelines initially provide that our aggregate
borrowings (secured and unsecured) will not exceed 50% of the cost of our
tangible assets at the time of any new borrowing, subject to our board of
directors' discretion.  We may file a shelf registration
statement, which would subsequently be declared effective by the SEC, which may
permit us, from time to time, to offer and sell common stock, preferred stock,
warrants and other securities to the extent necessary or advisable to meet our
liquidity needs.  Portfolio Management  Our portfolio management strategy involves
the allocation of investment capital to enhance rent growth and increase
long-term capital values through portfolio design, emphasizing land value as
well as location and submarket. We target geographic diversification in our
portfolio in order to reduce the volatility of our rental revenue and to reduce
the risk of undue concentration in any particular market. Similarly, we seek
price point diversification by owning multifamily properties that offer
properties at rents below those asked by competitive new building supply.  Acquisitions and Dispositions  Acquisitions and developments may be
financed from various sources of capital, which may include retained cash flow,
issuance of additional equity and debt, sales of properties and joint venture
arrangements.  In addition, the Company may acquire properties in transactions
that include Operating Partnership (OP) Units as consideration for the acquired
properties.  Such transactions may, in certain circumstances, enable the
sellers to defer, in whole or in part, the recognition of taxable income or
gain that might otherwise result from the sales.  When evaluating potential acquisitions, we
consider a wide variety of factors, including: • whether it is located in
a high barrier-to-entry market; • population growth, cost
of alternative housing, overall potential for economic growth and the tax and
regulatory environment of the community in which the property is located; • geographic location,
including proximity to jobs, entertainment, transportation, and our existing
communities which can deliver significant economies of scale; • construction quality,
condition and design of the property; • current and projected
cash flow of the property and the ability to increase cash flow; • ability of the
property’s projected cash flows to exceed our cost of capital; • potential for capital
appreciation of the property; • ability to increase the
value and profitability of the property through operations and redevelopment; • terms of resident
leases, including the potential for rent increases; • occupancy and demand by
tenants for properties of a similar type in the vicinity; • prospects for liquidity
through sale, financing, or refinancing of the property; and • competition from
existing multifamily communities and the potential for the construction of new
multifamily properties in the area.  Our Acquisition Process and Underwriting
Criteria


---



We identify property acquisition
opportunities primarily through relationships developed over time by our
officers with former borrowers, current joint venture partners, real estate
investors and brokers. We are interested in acquiring the following types of
properties: •Class B or better
properties with strong and stable cash flows in markets where we believe there
exists opportunity for rental growth and further value creation; •Class B or better
properties that offer significant potential for capital appreciation through
repositioning or rehabilitating the asset to drive rental growth; •properties available
at opportunistic prices providing an opportunity for a significant appreciation
in value; and •development of Class A
properties in markets where we believe we can generate significant returns from
the operation and if appropriate, sale of the development.  We regularly monitor our assets to
increase the quality and performance of our portfolio. Factors we consider in
deciding whether to dispose of a property include: •current market price
for an asset compared to projected economics for that asset; •potential increases in
new construction in the market area; •areas with low job
growth prospects; •markets where we do
not intend to establish a long-term concentration; and •operating
efficiencies.  Additionally, as part of our strategy, the
Company purchases properties at various stages of occupancy and completion and
may acquire land parcels to hold and/or sell as well as options to buy more
land in the future.  The Company may also seek to acquire properties by
providing mezzanine financing/equity and/or purchasing defaulted or distressed
debt that encumbers desirable properties.  The Company has done an extensive
positioning planning of its portfolio into urban and highly walkable, close-in
suburban communities.  The Company targets properties and primarily located in
markets and submarkets it believes will remain attractive long-term because
they are primarily located in the urban and high-density suburban areas noted
above.  Environmental, Social and Governance
(“ESG”)  We endeavor to provide a richly diverse
work environment that employs the highest performers, cultivates the best ideas
and creates the widest possible platform for success.  We are committed to
elevating and supporting the core values of diversity and inclusion, “Total
Well-Being” (which brings together physical, financial, career, social and
community well-being into a cohesive whole), and environmental, social and
governance (“ESG”), which includes sustainability and social responsibility, by
actively engaging in these areas.  Each member of the executive team maintains
an annual goal related to these core values, which is evaluated by the
Company’s Board of Trustees.  Our goal is to create and sustain an inclusive
environment where diversity will thrive, employees will want to work and
tenants will want.  We are committed to providing our employees with
encouragement, guidance, time and resources to learn and apply the skills
required to succeed in their jobs.  We provide many classroom and on-line training
courses to assist our employees in interacting with prospects and tenants as
well as extensive training for our customer service specialists in maintaining
our properties and improvements, equipment and appliances.  We actively promote
from within and many senior corporate and property leaders have risen from
entry level or junior positions.  We monitor our employees’ engagement by
surveying them annually and find most employees say they are proud to work at
the Company, value one another as colleagues, believe in our mission and values
and feel their skills meet their job requirements.  We have a commitment to sustainability and
consider the environmental impacts of our business activities.  Sustainability
and social responsibility are key drivers of our focus on creating the best
properties for tenants operate, work and play.  We have a dedicated in-house
team that initiates and applies sustainable practices in all aspects of our
business, including investment activities, development, property operations and
property management activities.  With its high density, multifamily housing is,
by its nature, an environmentally friendly property type.  Our recent
acquisition and development activities have been primarily concentrated in
pedestrian-friendly urban and close-in suburban locations near public
transportation.  When developing and renovating our properties, we strive toreduce energy and water consumption by investing in
energy saving technology while positively impacting the experience of our tenants
and the value of our assets.  We continue to implement a combination of
irrigation, lighting, HVAC and renewable energy improvements at our properties
that will reduce energy and water consumption.  For 2020, we continue to have
an express company-wide goal for Total Well-Being, which includes  enhanced ESG
efforts.  Employees, including our executives, will have their performance
against our various  Total Well-Being  goals evaluated as part of our annual
performance review process.


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Buyouts of Joint Venture Partners  From time to time, we acquire our joint
venture partner's equity interest in projects and as a result, these properties
are wholly-owned by us.  Risk Management  As of September 30, 2020, we owned one real
estate investment property.  We embrace portfolio diversification at
acquisitions as our main risk management strategy. We intend to diversify the
investment size and location of our portfolio of properties in order to manage
our portfolio-level risk. Over the long term, we intend that no single property
will exceed 25% of our total assets.  We expect that single tenants will occupy
our properties pursuant to triple-net lease arrangements in general and,
therefore, the success of our investments will be materially dependent on the
financial stability of these tenants. We expect the success of our future
tenants, and their ability to make rent payments to us, to significantly depend
on the projected growth and development of the applicable state market; as many
of these state markets have a very limited history, and other state markets are
still forming their regulations, issuing licenses and otherwise establishing
the market framework, significant uncertainty exists as to whether these
markets will develop in the way that we or our future tenants project.  We intend to evaluate the credit quality
of our future tenants and any guarantors on an ongoing basis by reviewing,
where available, the publicly filed financial reports, press releases and other
publicly available industry information regarding our future tenants and any
guarantors. In addition, we intend to monitor the payment history data for all
of our future tenants and, in some instances, we monitor our future tenants by
periodically conducting site visits and meeting with the tenants to discuss
their operations. In many instances, we will generally not be entitled to
financial results or other credit-related data from our future tenants.  Competition  The current market for properties that
meet our investment objectives is limited. In addition, we believe finding
properties that are appropriate for the specific use of allowing medical-use
cannabis growers may be limited as more competitors enter the market, and as
medical-use cannabis growers obtain greater access to alternative financing
sources, including but not limited to equity and debt financing sources. We
face significant competition from a diverse mix of market participants,
including but not limited to, other companies with similar business models,
independent investors, hedge funds and other real estate investors, hard money
lenders, and cannabis operators themselves, all of whom may compete with us in
our efforts to acquire real estate zoned for multifamily properties, hemp
farms, CBD processing and medical-use cannabis facilities. In some instances,
we will be competing to acquire real estate with persons who have no interest
in the cannabis industry, but have identified value in a piece of real estate
that we may be interested in acquiring.  These competitors may prevent us from
acquiring desirable properties or may cause an increase in the price we must
pay for properties. Our competitors may have greater financial and operational
resources than we do and may be willing to pay more for certain assets or may
be willing to accept more risk than we believe can be prudently managed. In
particular, larger companies may enjoy significant competitive advantages that
result from, among other things, a lower cost of capital and enhanced operating
efficiencies. Our competitors may also adopt transaction structures similar to
ours, which would decrease our competitive advantage in offering flexible
transaction terms. In addition, due to a number of factors, including but not
limited to potential greater clarity of the laws and regulations governing
medical-use cannabis by state and federal governments, the number of entities
and the amount of funds competing for suitable investment properties may
increase substantially, resulting in increased demand andincreased
prices paid for these properties. If we pay higher prices for properties, our
profitability may decrease, and you may experience a lower return on our common
stock. Increased competition for properties may also preclude us from acquiring
those properties that would generate attractive returns to us.


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Competitive Strengths in Affordable
Housing  On affordable housing, all of the
Company’s targeted properties are located in developed areas that include other
properties.  The number of competitive properties in a particular area could
have a material effect on the Company’s ability to lease units at its
properties and on the rents charged.  The Company may be competing with other
entities that have greater resources than the Company and whose managers have
more experience than the Company’s managers.  In addition, other forms of
rental properties provide alternatives to potential renters of our properties.  We believe that, in general, we are
well-positioned to compete effectively for tenants and investments. We believe
our competitive advantages include:  •a fully integrated
organization with property management, development, redevelopment, acquisition,
marketing, sales and financing expertise; •scalable operating and
support systems, which include automated systems to meet the changing
electronic needs of our residents and to effectively focus on our Internet
marketing efforts; •access to sources of
capital; •geographic
diversification with a presence in markets across the country; and •significant presence
in many of our major markets that allows us to be a local operating expert.  Moving forward, we will continue to
optimize lease management, improve expense control, increase resident retention
efforts and align employee incentive plans with our bottom line performance. We
believe this plan of operation, coupled with the portfolio’s strengths in targeting
renters across a geographically diverse platform, should position us for
continued operational upside.  The real estate business is cyclical. Real
estate cycles are generally impacted by many factors, including availability of
equity and debt capital, borrowing cost, rent levels, and asset values. Our
strategy will result in a strong track record of creating both asset and entity
value for the benefit of our shareholders and partners over these various real
estate cycles.  Governmental Regulation  Environmental Matters  Our properties and the operations thereon
are subject to federal, state and local environmental laws, ordinances and
regulations, including laws relating to water, air, solid wastes and hazardous
substances. Our properties and the operations thereon are also subject to
federal, state and local laws, ordinances, regulations and requirements related
to the federal Occupational Safety and Health Act, as well as comparable state
statutes relating to the health and safety of our employees and others working
on our properties. Although we believe that we and our future tenants are in
material compliance with these requirements, there can be no assurance that we
will not incur significant costs, civil and criminal penalties and liabilities,
including those relating to claims for damages to persons, property or the
environment resulting from operations at our properties.  Real Estate Industry Regulation  Generally, the ownership and operation of
real properties are subject to various laws, ordinances and regulations,
including regulations relating to zoning, land use, water rights, wastewater,
storm water runoff and lien sale rights and procedures. These laws, ordinances
or regulations, such as the Comprehensive Environmental Response and
Compensation Liability Act and its state analogs, or any changes to any such
laws, ordinances orregulations, could result in or
increase the potential liability for environmental conditions or circumstances
existing, or created by tenants or others, on our properties. Laws related to
upkeep, safety and taxation requirements may result in significant
unanticipated expenditures, loss of our properties or other impairments to
operations, any of which would adversely affect our cash flows from operating
activities.


---



Our property management activities, to the
extent we are required to engage in them due to lease defaults by tenants or
vacancies on certain properties, will likely be subject to state real estate
brokerage laws and regulations as determined by the particular real estate
commission for each state.  Insurance  We carry comprehensive general liability
coverage on our communities, with limits of liability customary within the
multi-family properties industry to insure against liability claims and related
defense costs. We are also insured, with limits of liability customary within
the real estate industry, against the risk of direct physical damage in amounts
necessary to reimburse us on a replacement cost basis for costs incurred to
repair or rebuild each property, including loss of rental income during the
reconstruction period.  Our primary lines of insurance coverage
are property, general liability and workers’ compensation. We believe that our
insurance coverages adequately insure our multifamily properties against the
risk of loss attributable to fire, earthquake, hurricane, tornado, flood,
terrorism and other perils, and adequately insure us against other risk. Our
coverage includes deductibles, retentions and limits that are customary in the
industry. We have established loss prevention, loss mitigation, claims handling
and litigation management procedures to manage our exposure.  Seasonality  Our business has not been, and we do not
expect it to become subject to, material seasonal fluctuations.  Employees  We
do not have a W-2 employee at the present.  Frank Ikechukwu Igwealor, our
President, Chief Executive Officer and Chief Financial Officer, is our only
full-time staff As of September 30, 2020, pending when we could formalize an
employment contract for him.   In addition to Mr. Igwealor, we
have three part-time unpaid staff who helps with bookkeeping and administrative
chores.  Most of our part-time staff, officers, and directors will devote their
time as needed to our business and are expect to devote at least 15 hours per
week to our business operations.  We plan on formalizing employment contract
for those staff currently helping us without pay.  Furthermore, in the
immediate future, we intend to use independent contractors and consultants to
assist in many aspects of our business on an as needed basis pending financial
resources being available. We may use independent contractors and consultants
once we receive sufficient funding to hire additional employees. Even then, we
will principally rely on independent contractors for substantially all of our
technical and marketing needs.  The
Company has no written employment contract or agreement with any person.
Currently, we are not actively seeking additional employees or engaging any
consultants through a formal written agreement or contract. Services are
provided on an as-needed basis to date. This may change in the event that we
are able to secure financing through equity or loans to the Company.  As our
company grows, we expect to hire more full-time employees.  Plan of Operations  Plan of
Operation for the Next Twelve (12) Months  Although we have pivoted to
technology, our real estate business is still ongoing through our independently
managed sub-subsidiaries including Alpharidge Capital LLC, Community Economic
Development Capital, LLC andOpportunity Zone Capital
LLC. As the Companymoves
ahead to implement its business plan, the Company will begin to identify and
acquire complimentaryElectric Vehicles, Artificial Intelligence,
Machine Learning and Robotics (“EV-AI-ML-R”) businessesandinternally-manage a real estate holdings focused on
affordable housing and specialized properties across the United States.We plan to acquire control-stake or minor
equity positions in EV-AI-ML-R businesses and both single family residence
(SFR) and multi-family and specialized commercial properties including
sale-leaseback transactions and third-party purchases. On specialized
commercial properties we expect to lease our properties on a triple-net lease
basis, where the tenant is responsible for all aspects of and costs related to
the property and its operation during the lease term, including structural
repairs, maintenance, taxes and insurance.


---



We plan to conduct our affordable housing
business through a traditional umbrella partnership real estate holding
company, in which our properties are owned by our Operating Partnership,
directly or through subsidiaries.We
shall be the sole general partner of our Operating Partnership and own,
directly or through a subsidiary, 100% of the limited partnership interests in
our Operating Partnership.  There
is no assurance that we would be able to put the property to good use such as
renting it to eligible low-income family / tenant.  If we are unable to put
them to productive use, we would be forced to sell them and use the money
generated from the sales to pay off the loans used to acquire them.  To
effectively fund our business plan, we must raise additional capital.   But
there can be no assurance that we will be able to raise the capital necessary
to acquire, own or hold profitable businesses and real properties.  Moreover,
there can be no assurance that we will be able to raise the capital necessary
to execute our business plan and also to acquire, own or hold complimentary
businesses and real properties.  Within
the next twelve months, we intend to use income generated from our operations
to hire employees that would help us to raise capital to build our company. 
There is no assurance that we would be able to generate income from our
operations in the near future.  We intend to
implement the following tasks within the next twelve months:  Month
     1-3: Phase 1 (1-3 months in duration; complete rehabilitation of the
     opportunity zone located property and put it to good use)
 Continue
      to develop and build ourEV-AI-ML-R portfolio utilizing dollar cost
      averaging when necessary to achieve objective
  Identify
      4 other properties to acquire
  Identify
      2 profitable businesses to acquire
  Sign
      purchase agreement with the sellers of the 2 profitable businesses and 4
      properties identified above;
  Acquire
      and consolidate the revenue from those six acquisitions.Month
     3-6 Phase 2 (1-3 months in duration; cost control, process improvements,
     admin & mngt.).
 Integrate
      acquisitions into NIHK’s model – consolidate the management of the acquired
      businesses and properties including integration of their accounting and
      finance systems, synchronization of their operating systems, and
      harmonization of their human resources functions.
  Complete
      and file quarterly reports and other required filings for the quarterMonth
     6-9:  Phase 3 (1-3 months in duration; $5 million in estimated fund
     receipt)
 Identify
      and acquire 2 profitable businesses and 4 properties that are
      complementary/similar properties or assets in the target marketMonth
     9-12: Phase 4  (1-3 months duration; use acquired businesses’ free cash
     flow for more acquisitions)
 Run the businesses
      efficiently, giving employees a conducive and friendly workplace and add
      value to investors and shareholders by identifying and reducing excesses
      and also identifying and executing growth strategies
  Acquire
      2 profitable businesses and 4 more properties especially in regions where
      RE is at or below their book-value.Operating
     expenses during the twelve months would be as follows:
 For
      the five months through December 31, 2020, we anticipate to incur general
      and other operating expenses of $238,000.
  For
      the six months through July 31, 2021 we anticipate to incur additional
      general and other operating expenses of $382,000.


---



As
noted above, the execution of our current plan of operations requires us to
raise significant additional capital immediately. If we are successful in
raising at least $620,000 in capital, we hope that the Company will have
sufficient cash resources to fund its plan of operations for the next twelve
months. If we are unable to do so, our ability to continue as a going concern
will be in jeopardy, likely causing us to curtail and possibly cease
operations.  We
continually evaluate our plan of operations discussed above to determine the
manner in which we can most effectively utilize our limited cash resources. The
timing of completion of any aspect of our plan of operations is highly
dependent upon the availability of cash to implement that aspect of the plan
and other factors beyond our control. There is no assurance that we will
successfully obtain the required capital or revenues, or, if obtained, that the
amounts will be sufficient to fund our ongoing operations. The inability to
secure additional capital would have a material adverse effect on us, including
the possibility that we would have to sell or forego a portion or all of our
assets or cease operations. If we discontinue our operations, we will not have
sufficient funds to pay any amounts to our stockholders.  Because
our working capital requirements depend upon numerous factors there can be no
assurance that our current cash resources will be sufficient to fund our
operations. At present, we have no committed external sources of capital, and
do not expect any significant product revenues for the foreseeable future.
Thus, we will require immediate additional financing to fund future operations.
There can be no assurance, however, that we will be able to obtain funds on
acceptable terms, if at all.   Where You Can Find More Information  We have
restarted filing annual, quarterly, and special reports, proxy statements, and
other information with the Securities and Exchange Commission (“SEC”). Our SEC
filings are available to the public over the Internet from the SEC’s website at
http://www.sec.gov. You may also read and copy any document we file at the
SEC’s public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. You can
also access these reports and other filings electronically on the SEC’s web
site,www.sec.gov.  Components of Our Results of Operations  Revenue  We generate revenue primarily from net revenue from trading, commissions
and fees charged on each real estate services transaction closed by our lead
agents or partner agents, and from the sale of homes.


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Real Estate Services
Revenue Brokerage Revenue—Brokerage revenue includes our offer and listing services,
where our lead agents represent homebuyers and home sellers. We recognize
commission-based brokerage revenue upon closing of a brokerage transaction,
less the amount of any commission refunds, closing-cost reductions, or
promotional offers that may result in a material right.Brokerage revenue is
affected by the number of brokerage transactions we close, the mix of brokerage
transactions, home-sale prices, commission rates, and the amount we give to
customers. Partner Revenue—Partner revenue consists of fees paid to us from partner agents or
under other referral agreements, less the amount of any payments we make to
customers. We recognize these fees as revenue on the closing of a transaction.
Partner revenue is affected by the number of partner transactions closed,
home-sale prices, commission rates, and the amount we refund to customers. If
the portion of customers we introduce to our own lead agents increases, we
expect the portion of revenue closed by partner agents to decrease. Properties Revenue  Properties Revenue—Properties revenue consists of revenue earned when we sell homes
that we previously bought directly from homeowners. Properties revenue is
recorded at closing on a gross basis, representing the sales price of the home.  Other Revenue Other Revenue—Other services revenue includes fees earned from mortgage
origination services, title settlement services, Walk Score data services, and
advertising. Substantially all fees and revenue from other services are
recognized when the service is provided.  Intercompany Eliminations Intercompany Eliminations—Revenue earned from transactions between operating segments are
eliminated in consolidating our financial statements. Intercompany transactions
primarily consist of services performed from our real estate services segment
for our properties segment. Cost of Revenue and Gross Margin  Cost of revenue consists primarily of home-touring and field
expenses, listing expenses, home costs related to our properties segment,
office and occupancy expenses, and depreciation and amortization related to
fixed assets and acquired intangible assets. Home costs related to our
properties segment include home purchase costs, capitalized improvements,
selling expenses directly attributable to the transaction, and home maintenance
expenses. Gross profit is revenue less cost of revenue. Gross margin is
gross profit expressed as a percentage of revenue. Our gross margin has and
will continue to be affected by a number of factors, but the most important are
the mix of revenue from our relatively higher-gross-margin real estate services
segment and our relatively lower-gross-margin properties segment, real estate
services revenue per transaction, agent and support-staff productivity,
personnel costs and transaction bonuses, and, for properties, the home purchase
costs.


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Results of Operations  Results of Operations  Three Months ended September 30, 2020  Revenue and net gain
from sales of investments under trading securities― The Company
recorded $19,187 in net gain from sales of investments under trading securities
for the three months ended September 30, 2020, as compared to $0.00 for the
period ending ended September 30, 2019.  The Company did not record any real
estate related revenue for the three months ended September 30, 2020.  Operating Expenses― Total
operating expenses for the three months ended September 30, 2020 was $22,414, as
compared to $5,698 for the period ending ended September 30, 2019.  Net income― Net loss
from operations for three months ended September 30, 2020 was $3,379. As
compared to $5,698 for the period ending ended September 30, 2019.Unrealized loss
(gain) from securities trading was $39,359. Dividends were $152.00. Net loss
before taxation was $42,586.  Nine Months ended September 30, 2020, as
Compared to Nine Months ended September 30, 2019  Revenue and
net gain from sales of investments under trading securities― The
Company recorded $79,194 in net gain from sales of investments under trading
securities and $1,205,000 in revenue from sales of investment properties, for
the nine months ended September 30, 2020 as compared to $0.00 for the same
period of September 30, 2019.  Operating
Expenses― Total operating expenses for the nine months ended September
30, 2020 was $128,268 as compared to $6.198 in the same period in, 2019, due to
increased operating activities during the period ended September 30, 2020.  Net Loss
― Net loss from operations for nine months ended September 30, 2020
was $24,082. As compared to $6.198 for the period ending ended September 30,
2019. Unrealized loss (gain) from securities trading was $107,187. Net interest
income was $8.00 and Dividends were $173.00. Net loss before taxation was
$131,088.   Financial Condition, Liquidity and Capital Resources  As of September 30,
2020, the Company had a working capital of $828,499, consisting of $5,341 in
cash, $22,961 in Trading Securities, $970,148 in investment properties
inventory, minus $5,542 in marginal loan payable, and $163,632 of line credit.  The Company had $22,961
inventory of Trading Securities as of September 30, 2020 as compared to $0.00
for the period ending December 31, 2019.  For the nine months
ended September 30, 2020, the Company used $104,360 on operating activities, generated
$524,328 on investing activities and used $426,860 from financing activities,
resulting in a decrease in total cash of $6,891 and a cash balance of $5,341
for the period.  Total Notes Payable
for related and unrelated parties increased by $453,761 for the period ended
September 30, 2020, compared to the fiscal year ended December 31, 2019 of
$45,517.


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As of September 30, 2020, total stockholders’ deficit increased to
$74,966 compared to $(379) as of December 31, 2019.  As of September 30,
2020, the Company had a cash balance of $5,341 (i.e. cash is used to fund
operations). The Company does not believe our current cash balances will be
sufficient to allow us to fund our operating plan for the next twelve months.
Our ability to continue as a going concern is dependent on us obtaining
adequate capital to fund operating losses until we become profitable. If we are
unable to obtain adequate capital, we could be forced to cease operations or
substantially curtail its drug development activities. These conditions raise
substantial doubt as to our ability to continue as a going concern. The
accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts and
classification of liabilities should we be unable to continue as a going
concern.  Our principal sources
of liquidity in the past has been cash generated from loans to us by our major
shareholder. In order to be able to achieve our strategic goals, we need to
further expand our business and implement our business plan.  To continue to
develop our business plan and generate sales, significant capital has been and
will continue to be required. Management intends to fund future operations
through private or public equity and/or debt offerings. We continue to engage
in preliminary discussions with potential investors and broker-dealers, but no
terms have been agreed upon. There can be no assurances, however, that
additional funding will be available on terms acceptable to us, or at all. Any
equity financing may be dilutive to existing shareholders. We do not currently
have any contractual restrictions on our ability to incur debt and, accordingly
we could incur significant amounts of indebtedness to finance operations. Any
such indebtedness could contain covenants which would restrict our operations.  Our financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of these
uncertainties. Our ability to continue as a going concern is dependent upon our
ability to raise additional debt or equity funding to meet our ongoing
operating expenses and ultimately in merging with another entity with
experienced management and profitable operations. No assurances can be given
that we will be successful in achieving these objectives.  We have not
established revenue generating operations and will be dependent upon obtaining
financing to pursue any future extensive acquisitions and activities. The
revenues, if any, generated from our operations or acquisitions may not be
sufficient to fund our operations or planned growth. We will require additional
capital to continue to operate our business, and to further expand our
business. Sources of additional capital through various financing transactions
or arrangements with third parties may include equity or debt financing, bank
loans or revolving credit facilities. We may not be successful in locating
suitable financing transactions in the time period required or at all, and we
may not obtain the capital we require by other means.  We will now be
obligated to file annual, quarterly and current reports with the SEC pursuant
to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002
(“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the
Public Company Accounting Oversight Board have imposed various requirements on
public companies, including requiring changes in corporate governance
practices. We expect these rules and regulations to increase our legal and
financial compliance costs and to make some activities of ours more time-
consuming and costly. In order to meet the needs to comply with the
requirements of the Securities Exchange Act, we will need investment of
capital.  Off-Balance Sheet Arrangements


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There are no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.  Critical Accounting Policies and Estimates  The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) requires estimates and
assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities in the consolidated financial statements and accompanying notes.
The SEC has defined a company’s critical accounting policies as the ones that
are most important to the portrayal of the company’s financial condition and
results of operations, and which require the company to make its most difficult
and subjective judgments, often as a result of the need to make estimates of
matters that are inherently uncertain.  Based on this
definition, we have identified the critical accounting policies and judgments
addressed which are described in Note 2 to our condensed consolidated financial
statements included elsewhere in this Quarterly Report. Although we believe
that our estimates, assumptions and judgments are reasonable, they are based
upon information presently available. Actual results may differ significantly
from these estimates under different assumptions, judgments or conditions.  Item 3. Quantitative and Qualitative Disclosures About Market
Risk.  Not required for
smaller reporting companies.  Item 4. Controls and Procedures.  Evaluation of Disclosure Controls and Procedures  As required by
Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule
13a-15(b), we have carried out an evaluation(the “Evaluation”), under the
supervision and with the participation of our management, including our Chief
Executive Officer and Interim Chief Financial Officer, of the effectiveness of
the design and operation of our management, and the design and operation of our
disclosure controls and procedures As of September 30, 2020. Based upon an
evaluation of the effectiveness of disclosure controls and procedures, our
Chief Executive Officer and Interim Chief Financial Officer has concluded that
as of the end of the period covered by this Quarterly Report, our disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the
Exchange Act) were not effective because of the material weaknesses described
below, in order to provide reasonable assurance that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified by the rules and forms of the SEC
and is accumulated and communicated to management, including the Chief
Executive Officer and Interim Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure (see below for further
discussion).We had neither the resources, nor the personnel, to provide an
adequate control environment.  Due to our limited
resources, the following material weaknesses in our internal control over
financial reporting continued to exist as at September 30, 2020:


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●
 we
  do not have written documentation of our internal control policies and
  procedures. Written documentation of key internal controls over financial
  reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002
  (the “Sarbanes-Oxley Act”);●
 we
  do not have sufficient segregation of duties within accounting functions,
  which is a basic internal control. Due to our limited size and early stage
  nature of operations, segregation of all conflicting duties may not always be
  possible and may not be economically feasible; however, to the extent
  possible, the initiation of transactions, the custody of assets and the
  recording of transactions should be performed by separate individuals;●
 we
  do not have an independent audit committee of our Board of Directors;●
 insufficient
  monitoring and review controls over the financial reporting closing process,
  including the lack of individuals with current knowledge of GAAP that led to
  the restatement of our previously issued financial statements; and●
 we
  continue to outsource the functions of controller on an interim basis to
  assist us in implementing the necessary financial controls over the financial
  reporting and the utilization of internal management and staff to effectuate
  these controls.
  We believe that these material weaknesses primarily related, in
part, to our lack of sufficient staff with appropriate training in GAAP and SEC
rules and regulations with respect to financial reporting functions, and the
lack of robust accounting systems, as well as the lack of sufficient resources
to hire such staff and implement these accounting systems.  If and when our
financial resources allow, we plan to take a number of actions to correct these
material weaknesses including, but not limited to, establishing an audit
committee of our Board of Directors comprised of three independent directors,
hiring a full-time Chief Financial Officer, adding experienced accounting and
financial personnel and retaining third-party consultants to review our internal
controls and recommend improvements.  It should be noted
that any system of controls, however well designed and operated, can provide
only reasonable and not absolute assurance that the objectives of the system
are met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of certain events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.  Changes in Internal Control Over
Financial Reporting  There were no
material changes in our internal control over financial reporting (as defined
in Rule 13a- 15(f) under the Exchange Act) that occurred As of September 30,
2020, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.  CEO and CFO Certifications  Exhibits 31.1 and
31.2 to this Quarterly Report are the Certifications of the Chief Executive
Officer and the Interim Chief Financial Officer, respectively. These
Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this
Quarterly Report, which you are currently reading, is the information
concerning the Evaluationreferred to above and in the
Section 302 Certifications and this information should be read in conjunction
with the Section 302 Certifications for a more complete understanding of the
topics presented.


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PART II - OTHER
INFORMATION  ITEM 1. Legal Proceedings  There are no legal
proceedings that have occurred within the past ten years concerning our
directors or officers which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one’s participation
in the securities or banking industries, or a finding of securities or
commodities law violations.  From
time to time we may be involved in litigation relating to claims arising out of
the operation of our business in the normal course of business. Other than as
described below, as of the date of this Registration Statement we are not aware
of potential dispute or pending litigation and are not currently involved in a
litigation proceeding or governmental actions the outcome of which in
management’s opinion would be material to our financial condition or results of
operations. An adverse result in these or other matters may have, individually
or in the aggregate, a material adverse effect on our business, financial
condition or operating results.  On February 20, 2019, Plaintiff Maria De Lourdes Perez filed a
complaint against defendants City of Carson, Goldstein Franklin, Inc., Frank
Igwealor, Healthy Foods Markets, LLC, Optimal Foods, LLC, and Blockchain
Capital LLC.  The complaint alleged statutory liability pursuant to government
code section 835, gross negligence, and premises liability for a trip-and-fall
that occurred on April 11, 2018 at a property owned and controlled by Healthy
Foods Markets, LLC. Defendants Goldstein Franklin, Inc., Frank Igwealor,
Optimal Foods, LLC, and Blockchain Capital LLC. had answered the complaint and
also requested a demurrer on the grounds that (1) Defendants are not a proper
party in interest and there was a misjoinder of defendants.  Our attorney has
advised that the complaint would not have an adverse impact on Mr. Igwealor or
the Company because the scope of liability is restricted to healthy Food
Markets, LLC.  As of June 23, 2020, except for the complaint listed above, there
was no material proceeding to which any of our directors, officers, affiliates
or stockholders is a party adverse to us.During the past ten years, no present director,
executive officer or person nominated to become a director or an executive
officer of us:  (1) had
a petition under the federal bankruptcy laws or any state insolvency law filed
by or against, or a receiver, fiscal agent or similar officer 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 ten years before the time of such filing;  (2) was
convicted in a criminal proceeding or subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses);  (3) was
subject to 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 his involvement in any of 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 regulatedby 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;


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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; or  (4) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of an 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 (3) (i), above, or to be associated with
persons engaged in any such activity; or  (5) was
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and for which the
judgment has not been reversed, suspended or vacated.   ITEM 2. Unregistered Sales of Equity
Securities and Use of Proceeds  Recent Sales of Unregistered Securities  During the six months
ended June 30, 2020, the Company issued 0 shares of its common stock.  Use of Proceeds of Registered Securities  Not applicable.  Purchases of Equity Securities by Us and
Affiliated Purchasers  During the six months
ended June 30, 2020, the Company has not purchased any equity securities nor
have any officers or directors of the Company.  ITEM 3. Defaults Upon Senior Securities  The Company is not aware of any defaults upon its senior
securities.  ITEM 4. Mine Safety Disclosures  Not applicable.  ITEM 5. Other Information.  None.   ITEM 6. Exhibits


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ExhibitNumber
 
 Description31.1*
 
 Certification of Principal Executive Officer pursuant to Section 302 of
  the Sarbanes-Oxley Act.31.2*
 
 Certification of Principal Financial Officer pursuant to Section 302 of
  the Sarbanes-Oxley Act.32.1**
 
 Certification of Principal Executive Officer and Principal Financial
  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002.101.INS*
 
 XBRL
  Instance Document101.SCH*
 
 XBRL
  Taxonomy Extension Schema Document101.CAL*
 
 XBRL
  Taxonomy Extension Calculation Linkbase Document101.DEF*
 
 XBRL
  Taxonomy Extension Definition Linkbase Document101.LAB*
 
 XBRL
  Taxonomy Extension Label Linkbase Document101.PRE*
 
 XBRL
  Taxonomy Extension Presentation Linkbase Document
  *
 Filed
  herewith.**
 Furnished
  herewith.


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SIGNATURES  Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.  VIDEO RIVER
  NETWORKS, INC.Date: November
  23, 2020
 By:
 /s/ Frank I
  IgwealorFrank I IgwealorPresident, Chief
  Executive Officer and Interim Chief Financial Officer (Principal Executive
  Officer, Principal Financial Officer and Principal Accounting Officer)


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Exhibit 31.1  CERTIFICATION OF CEO
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002  I, Frank I Igwealor,
certify that:  1. I have reviewed
this Quarterly Report on Form 10-Q of VIDEO RIVER NETWORKS, INC. ;  2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;  3. Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;  4. The registrant’s
other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:  (a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;  (b) Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;  (c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  (d) Disclosed in this
report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and  5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):  (a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial
information; and


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(b) Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.  /s/ Frank I
  IgwealorFrank I IgwealorPresident and
  Chief Executive Officer
  Date: November 23,
2020


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Exhibit 31.2  CERTIFICATION OF CFO
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002  I, Frank I Igwealor,
certify that:  1. I have reviewed
this Quarterly Report on Form 10-Q of VIDEO RIVER NETWORKS, INC. ;  2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;  3. Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;  4. The registrant’s
other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:  (a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;  (b) Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;  (c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  (d) Disclosed in this
report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and  5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):  (a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report
financial information; and


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(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s internal
control over financial reporting.  /s/ Frank I
  IgwealorFrank I IgwealorInterim Chief
  Financial Officer
  Date: November 23,
2020


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Exhibit 32.1  CERTIFICATION OF CEO
AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with
the Quarterly Report of VIDEO RIVER NETWORKS, INC.  (the “Company”) on Form
10-Q for the quarter ended September 30, 2020, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Frank I Igwealor, the
Chief Executive Officer and Interim Chief Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:  (1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2) the information
contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.  /s/ Frank I
  IgwealorFrank I IgwealorPresident, Chief
  Executive Officer and
  Interim Chief
  Financial Officer
  Date:
November 23, 2020  This Certification accompanies this Report pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.