UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549  FORM
10-Q/A  (Mark One)  [X] QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly
period endedMarch 31, 2020  [  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition
period from ___________ to _____________  Commission File
Number0-30786  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 March 31, 2020, there
were169,922,436shares of the registrant’s
common stock, $0.001 par value per share, issued and outstanding.


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EXPLANATORY NOTE Video River Networks, Inc. (the “Company) is amending this
quarterly Report on Form 10-Q tochangethe accounting for Real Estate Investments Properties contained in
our audited financial statements included with this report, which mistakenly accounted
for real estate inventory using “fair market” valuation, but which we have
changed to historical cost, and the impact of this change has been  reflected
on the Balance Sheet, Profit and Loss, Shareholders’ Equity and Cash Flow
Statements. We have made no attempt in this Quarterly Report on Form 10-Q/A to
modify or update the disclosures presented in the Original Report other than as
noted in the previous paragraph. Except as noted above, this Quarterly Report
on Form 10-Q/A does not reflect events occurring after the filing of the
Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be
read in conjunction with the Original Report, and the Company’s other filings
with the Securities and Exchange Commission (“SEC”) subsequent to the filing of
the Original Report, including any amendments thereto.


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VIDEO
RIVER NETWORKS, INC. TABLE
OF CONTENTS  PART I. – FINANCIAL INFORMATIONItem 1. Financial Statements
 1Item 2. Management’s Discussion and Analysis of
  Financial Condition and Results of Operations
 17Item 3. Quantitative and Qualitative Disclosures about
  Market Risk
 23Item 4. Controls and Procedures
 23PART II. – OTHER INFORMATIONItem 1. Legal Proceedings
 24Item 2. Unregistered Sales of Equity Securities and Use
  of Proceeds
 25Item 3. Defaults Upon Senior Securities
 25Item 4. Mine Safety Disclosures
 25Item 5. Other Information
 25Item 6. Exhibits
 26Signatures
 28
  
  PART I –
FINANCIAL INFORMATION


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Item 1.
Financial Statements  Condensed Consolidated Balance Sheets as of March 31,
  2020 (unaudited) and December 31, 2019 (audited)
 2Condensed Consolidated Statements of Operations for the
  three months ended March 31, 2020 and 2019 (unaudited)
 3Condensed Consolidated Statements of Cash Flows for the
  three months ended March 31, 2020 and 2019 (unaudited)
 4Notes to the condensed consolidated financial
  statements (unaudited)
 5


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VIDEO RIVER
  NETWORKS INCCONSOLIDATED BALANCE SHEETSFor the three months ended March 31, 2020(unaudited)
 
 December 31, 2019ASSETSCurrent AssetsCash and Cash Equivalents
 
 $
 5,362
 
 $
 850Total Current Assets
 
 
 5,362
 
 
 850Real Estate Holdings
 
 
 1,098,734
 
 
 1,452,8971,098,734
 
 
 1,452,897Total Assets
 
 $
 1,104,096
 
 $
 1,453,747LIABILITIES AND
  SHAREHOLDERS' DEFICITCurrent LiabilitiesAccounts Payable
 
 $
 
 
 $Deferred tax liabilitiesLoans – Unrelated PartiesLoans – Related Parties
 
 
 1,119,980
 
 
 1,459,971Total Liabilities
 
 
 1,119,980
 
 
 1,529,679Shareholders' DeficitPreferred stock, $.001 par value, 1,000,000 shares authorized, 1
  issued and outstandingCommon stock ($0.001 par value)1,200,000,000 shares authorized, no par 139,153,206 and
  169,922,436 issued and outstanding on 3/31/2019 and 3/31/2020
 
 
 169,922
 
 
 169,922Additional Paid-In Capital
 
 
 18,974,719
 
 
 18,974,719Accumulated Deficit
 
 
 (19,160,525)
 
 
 (19,150,865)Total Shareholders' Equity
 
 
 (15,884)
 
 
 (6,224)Total Liabilities and Shareholders' Deficit
 
 $
 1,104,096
 
 $
 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)For the three months ended March 31,2020
 
 2019REVENUE
 
 $
 495,000
 
 
 $
 —COST
  OF SALES
 
 
 488,499
 
 
 
 0GROSS
  PROFIT
 
 
 6,501
 
 
 
 0EXPENSESGeneral
  and administrative expenses
 
 
 16,161
 
 
 
 0Total
  Expenses
 
 
 16,161
 
 
 
 0OPERATING
  PROFIT/LOSS
 
 
 (9,660)
 
 
 
 0OTHER
  INCOMENet
  unrealized gain on real estate
 
 
 
 
 
 
 0INCOME
  (LOSS) BEFORE TAXES
 
 
 (9,660)
 
 
 
 0NET
  INCOME (LOSS)
 
 $
 (9,660)
 
 
 $
 0Net
  Income (Loss) per Common Share: Basic and Diluted
 
 $
 (0.000049)
 
 
 $
 (0.00Weighted
  Average Common Shares Outstanding: Basic and Diluted
 
 
 196,223,806
 
 
 
 139,153,206The accompanying notes are an integral part of these
  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-Net
  loss (income) for the period
 -
 
 -
 
 
 -
 
 (9,660)
 
 (9,660)-
 
 -Balance,
  March 31, 2020
 169,922,436
 $
 169,922
 
 $
 18,974,719
 $
 (19,160,525)
 $
 (15,884)The accompanying notes are an integral part of these
  consolidated financial statements


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VIDEO RIVER
  NETWORKS INCSTATEMENTS OF CASHFLOWS(unaudited)For the three months ended March 31,2020
 
 2019Cash
  Flows from Operating Activities:Net
  Income (Loss)
 
 $
 (9,660)
 
 
 $
 0Adjustments
  to reconcile net income (loss) tonet
  cash used in operating activities:Net
  Cash Flows Used in Operating Activities
 
 
 (9,660)
 
 
 
 0Net
  Cash Flows from Investing ActivitiesReal
  Estate: SFR - 4904 S Wilton Place 90062
 
 
 (12,965)Real
  Estate: SFR - 831 E 94TH ST 90002
 
 
 367,128Net
  Cash Flows Used in Investing Activities
 
 
 354,163
 
 
 
 0Net
  Cash Flows from Financing ActivitiesLoan from related parties
 
 
 (339,991)New
  Cash Flows from Financing Activities
 
 
 (339,991)
 
 
 
 0Net
  Change in Cash:
 
 
 4,512
 
 
 
 0Beginning
  cash:
 
 
 850
 
 
 
 0Ending
  Cash:
 
 
 5,362Supplemental
  Disclosures of Cash Flow Information:Cash
  paid for interest
 
 $
 0
 
 
 $
 0Cash
  paid for tax
 
 $
 0
 
 
 $
 0Supplemental
  Disclosures of Non-Cash Financing ActivitiesShares
  issued to settle accounts payable
 
 $
 0
 
 
 $
 0Shares
  issued to settle accruals - related parties
 
 $
 0
 
 
 $
 0The 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. is one of the few black-controlled public companies in
America.  Video River Networks, Inc., a specialty real estate holding company,
focuses on the acquisition, ownership, and management of specialized industrial
properties.Since 2002, the
Company’s Power Controls Division has used wireless technology to control both
residential utility meters and remote, mission-critical devices. 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 guest services 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.  On October 29,
2019, Video River Networks, Inc. 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 an agreed upon purchase price to Community Economic
Development Capital LLC, (“CED Capital”) a California limited liability company
CED. The Special preferred share controls 60% of the company’s total voting
rights and thus, gave to CED Capital the controlling vote power to control and
dominate the affairs of the company theretofor.Upon
the closing of the transaction, the business of CED Capital was merged into the
Company and CED Capital became a wholly owned subsidiary of the Company.  Following
the completion of above mentioned transactions, the Company pivoted its business
model to become a specialty real estate holding company for specialized assets
including, affordable housing, opportunity zones properties, medical real
estate investments, hemp and cannabis farms, dispensaries facilities, CBD
related commercial facilities, industrial and commercial real estate, and other
real estate related services.  Because our principal is a California Real
Estate Broker, NIHK aspires to qualify as a Real Estate Investment Trust in the
near future and lead in providing real estate focused on hemp and
medial-cannabis growth, to the public markets.  Furthermore, we are
now, an internally-managed real estate holding company focused on the
acquisition, ownership and management of specialized industrial properties
leased to experienced, state-licensed operators for their regulated
state-licensed cannabis facilities. We plan to acquire our properties through
sale-leaseback transactions and third-party purchases. 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.   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. We have a limited ongoing business or income.  For the period
ended March 31, 2020, we reported net income of $495,000 and an accumulated
deficit of $19,020,525 as of March 31, 2020. 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 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 goingconcern
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 andCommunity Economic
Development Capital LLC, (“CED Capital”) a California limited liability company. All inter-company accounts have been
eliminated during consolidation.  Use
of Estimates  The preparation of financial statements in
conformity with generally accepted accounting principles (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.  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 March 31, 2020 and December 31, 2019, we did maintain $5,362.00
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.  Investments  Fair value measurement guidelines establish a hierarchy for
inputs used in measuring fair value that maximizes the use of observable inputs
and minimizes the use of unobservable inputs by requiring that the most
observable input be used when available. Observable inputs are used by the
market participants in pricing the asset or liability based on market data
obtained fromsources independent of the Company. Unobservable
inputs reflect the Company’s assumptions that market participants would use in
pricing the asset or liability based on the best information available in the
circumstances.


---



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.  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 march 31, 2020, the Company has a loan balance of
$1,119,980 from a company that is controlled by the Company’s majority
stockholder.    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 statementsof
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.During the periods ended March 31, 2020or 2019,
the Company did recognized revenue of $495,000 and $0.00 respectively.  Advertising
Costs:  We expense advertising costs when advertisements
occur.During the periods
ended March 31, 2020or 2019, the Company did recognizedadvertising
costsof $0.00 and $0.00
respectively.  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, whicheveris 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.”


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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. Diluted
earnings per share is computed by dividing net income by the weighted average
shares outstanding, assuming all dilutive potential common shares were issued.
Dilutive loss per share excludes all potential common shares if their effect is
anti-dilutive.  Except for theOctober 29, 2019
transaction in which the company sold one (1) Special 2019 series A preferred
share (one preferred share is convertible 150,000,000 share of common stocks) to
Community Economic Development Capital LLC, no otherpotentially dilutive debt or equity instruments were issued or outstanding
during the periods ended March 31, 2020 or 2019.  Subsequent
Events:  Pursuant to ASC 855-10, the Company has evaluated all events
or transactions that occurred from April 1, 2020 to July 2, 2020.  The Company
did not have any material recognizable subsequent events that required
disclosure in these financial statements.  NOTE
4. REAL ESTATE INVESTMENTS  At March 31, 2020
and December 31, 2019 investment properties consist of:  Cost basis3/31/2020
 
 12/31/20195125 Harold Way #307
 $
 555,031
 
 $555,031SFR - 831 E 94TH ST 90002
 
 
 
 367,128SFR - 4904 S Wilton Place 90062
 
 530,739
 
 530,739$
 1,085,770
 
 $  1,452,897
  On April 23, 2019, the Company acquired land and building
located at 4904 S Wilton Place, Los Angeles, CA 90062, to hold as investment
property for $498,983.51.  The Company plans to improve the property and then
sell it for profit.  As at 3/31/2020, the Company had spent about $31,755 on
its rehabilitation and improvement.  On April 24, the Company acquired land and building located
at 831 E 94th Street, Los Angeles, CA 90002, for $325,000.   The Company plans
to improve the property and then sell it for profit.  The Company sold the
property in February of 2020.  Thus, as at 3/31/2020, this property is no
longer in the Company’s inventory.  On the same April 24, the Company acquired a Condominium unit
located at 5125 Harold Way #307, Los Angeles, CA 90027, for $540,000.   The
Company plans to improve the property and then sell it forprofit. 
As at 3/31/2020, the Company had spent about $15,031 on its rehabilitation and
improvement processes.


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NOTE 5. COMMITMENTS &
CONTINGENCIES Legal Proceedings We were not subject to
any legal proceedings the periods ended March 31, 2020 and 2019, and, to the
best of our knowledge, no legal proceedings are pending or threatened. The Company has no real
property and do not presently owned any interests in real estate.   The
Company’s executive, administrative and operating offices are located at 370
Amapola Ave, Suite 200A, Torrance, CA 90501.  We have not formalized a lease
for the use of the space which belongs to our controlling shareholder. 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 during the periods ended March 31, 2020 and 2019.  NOTE
6. ACCRUALS - RELATED PARTIES  N/A  NOTE
7. LOANS- RELATED PARTIES  During the period under review, the
Company recorded a loan of $1,119,980 to from company that is controlled by the
Company’s majority stockholder.  Real Estate
Properties  During the
period ended March 31, 2020, we bought three single family residences (SFR)
with a carrying amount of $1,207,985, in Los Angeles.  We financed the purchase
with borrowing from our controlling shareholder.  We intend to rehabilitee
these properties and deliver same to eligible homebuyers as part of our mission
of promoting homeownership affordable housing.   NOTE
8. 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 March 31, 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.


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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
for the periods ended March 31, 2020 and 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 March
31, 2020 and December 31, 2019: Percent
 
 
 31-Mar-20
 
 
 31-Dec-19Federal statutory rates
 
 34
 %
 
 $
 (6,466,979)
 )
 
 $
 (6,443,918)
 )State income taxes
 
 5
 %
 
 
 (951,026)
 )
 
 
 (947,635)
 )Permanent differences
 
 -0.5
 %
 
 
 95,103
 
 
 
 94,764Valuation allowance against net deferred tax assets
 
 -38.5
 %
 
 
 7,322,902
 
 
 
 7,296,790Effective rate
 
 0
 %
 
 $
 -
 
 
 $
 -
   At March 31, 2020 and December 31, 2019,
the significant components of the deferred tax assets are summarized below:  31-Mar-20
 
 
 31-Dec-19Deferred income tax assetNet operation loss carryforwards
 
 19,020,525
 
 
 
 18,952,701Total deferred income tax asset
 
 7,418,005
 
 
 
 7,391,553Less: valuation allowance
 
 (7,418,005)
 
 
 
 (7,391,553)Total deferred income tax asset
 $
 -
 
 
 $
 -
   The Company has recorded as of March 31, 2020 and December 31, 2019,
a valuation allowance of  $7,456,837 and  $7,454,410 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 $7,418,005 as at March 31, 2020 increased
by $26,451 compared to December 31, 2019 of $7,391,553 as a result of the
Company generating additional net operating losses of $67,824.


---



The Company conducts an analysis of its
tax positions and has concluded that it has no uncertain tax positions as of
March 31, 2020 and 2019. For the period ended March 31, 2020 and
2019, the Company has net operating loss carry-forwards of approximately $19,020,525
and $18,952,701 respectively. Such amounts are subject to IRS code section 382
limitations and expire in 2033.   NOTE
9. RECENTLY ACCOUNTING PRONOUNCEMENTS  Recently Issued
Accounting Standards  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 providerelated
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 this update 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 financial statements 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
10. SHAREHOLDERS’ DEFICIT  Preferred
Stock  As of March 31, 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 March 31,
2020 and 2019 respectively.  Common
Stock  The Company is authorized to issue
1,200,000,000 and 1,200,000,000 shares of common stock with a par value of
$0.001 as at March 31, 2020 and 2019 respectively.  Period ended March 31, 2020  The Company has issued 169,922,436 and 169,922,436
shares of our common stock to more than 163 shareholders as at March 31, 2020
and December 31, 2019 respectively.  Warrants  No warrants were issued or outstanding
during the periods ended March 31, 2020 and 2019.  Stock
Options


---



The Company has never adopted a stock
option plan and has never issued any stock options.   NOTE 11.
RESTATEMENT  The previously issued consolidated financial
statements for the year ended December 31, 2019, and the interim financial
statement for the three months ended March 31, 2020, have been restated for
correction of material misstatement.  For the year ended December 31, 2019, the correction
resulted to changes in our Real Estate Holdings, Deferred tax liabilities,
Accumulated Deficit, Total Shareholders’ equity, Income (loss) before taxes,
and cash flow accounts.  (a)The effect
of the correction on each financial statement line item and per-share amountsas of December 31, 2019 are asfollows: As
  Previously Reported
 
 Change
 
 As
  RestatedReal Estate Holdings
 $
 1,690,000
 
 $
 (237,103)
 
 $
 1,452,897Deferred tax liabilities
 $
 69,708
 
 $
 (69,708)
 
 $
 -Accumulated Deficit
 $
 (18,952,701)
 
 $
 (198,164)
 
 $
 (19,150,865)Total Shareholders' Equity
 $
 161,171
 
 $
 (167,395)
 
 $
 (6,224)Income (Loss) Before Taxes
 $
 230,879
 
 $
 (267,872)
 
 $
 (36,993)Net Cash Flows Used in Operating Activities
 $
 230,879
 
 $
 (267,872)
 
 $
 (36,993)Net Cash Flows Used in Investing Activities
 $
 1,690,000
 
 $
 (237,103)
 
 $
 1,452,897Net Income (Loss) per Common Share: Basic
  and Diluted
 $
 0.000821
 
 $
 (0.00101)
 
 $
 (0.000189)
    (b)The
cumulative effect of the change on retained earningsas of December 31, 2019 are asfollows:  As
  Previously Reported
 
 Change
 
 As
  RestatedRetained Earnings (Accumulated Deficit)
 $
 (18,952,701)
 
 $
 (198,164)
 
 $
 (19,150,865)Total Shareholders' Equity
 $
 161,171
 
 $
 (167,395)
 
 $
 (6,224)


---



For the three months ended
March 31, 2020, the correction resulted to changes in our Real Estate Holdings,
Cost of Sales, Gross profit, Operating Profit/Loss, Income (Loss) Before Taxes,
Accumulated Deficit, Total Shareholders’ equity, and cash flow accounts.  (a)The effect
of the correction on each financial statement line item and per-share amountsas of March 31, 2020 are asfollows:  As
  Previously Reported
 
 Change
 
 As
  RestatedReal Estate Holdings
 $
 1,207,985
 
 $
 (109,251)
 
 $
 1,098,734Cost of Sales
 $
 546,663
 
 $
 (58,164)
 
 $
 488,499Gross Profit
 $
 (51,663)
 
 $
 58,164
 
 $
 6,501Operating Profit/Loss
 
 (67,824)
 
 
 58,164
 
 
 (9,660)Income (Loss) Before Taxes
 $
 (67,824)
 
 
 58,164
 
 
 (9,660)Accumulated Deficit
 
 (19,020,525)
 
 
 (140,000)
 
 
 (19,160,525)Total Shareholders' Equity
 $
 93,347
 
 $
 (109,231)
 
 $
 (15,884)Net Cash Flows Used in Operating Activities
 $
 (137,532)
 
 $
 127,872
 
 $
 (9,660)Net Cash Flows Used in Investing Activities
 $
 482,035
 
 $
 (127,872)
 
 $
 354,163Net Income (Loss) per Common Share: Basic
  and Diluted
 $
 (0.000346)
 
 $
 0
 
 $
 (0.000049)
   (b)The
cumulative effect of the change on retained earningsas of March 31, 2020 are asfollows:  As
  Previously Reported
 
 Change
 
 As
  RestatedRetained Earnings (Accumulated Deficit)
 $
 (19,020,525)
 
 
 (140,000)
 
 
 (19,160,525)Total Shareholders' Equity
 $
 93,347
 
 $
 (109,231)
 
 $
 (15,884)


---



NOTE
12. SUBSEQUENT EVENTS  The Company evaluated subsequent events afterMarch 31, 2020through the date these financial statements were issued and
has determined there have been no subsequent events for which disclosure is
required except for the following:  As shown in
Note 6, during the period ended March 31, 2020, we sold one, and continue to
hold two of the three single family residences (SFR) with a carrying amount of
$1,207,985 in Los Angeles.  We financed the purchase with borrowing from our
controlling shareholder.  We intend to rehabilitee these properties and deliver
same to eligible homebuyers as part of our mission of promoting homeownership
affordable housing. We sold one of the two remaining properties in April of
2020.


---



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. is one of the few black-controlled public companies in
America.  Video River Networks, Inc., a specialty real estate holding company,
focuses on the acquisition, ownership, and management of specialized industrial
properties.Since 2002, the
Company’s Power Controls Division has used wireless technology to control both
residential utility meters and remote, mission-critical devices. 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 guest services 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.  On October 29,
2019, Video River Networks, Inc. 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 an agreed upon purchase price to Community Economic
Development Capital LLC, (“CED Capital”) a California limited liability company
CED. The Special preferred share controls 60% of the company’s total voting
rights and thus, gave to CED Capital the controlling vote power to control and
dominate the affairs of the company theretofor.Upon
the closing of the transaction, the business of CED Capital was merged into the
Company and CED Capital became a wholly owned subsidiary of the Company.


---



Following
the completion of above mentioned transactions, the Company pivoted its business
model to become a specialty real estate holding company for specialized assets
including, affordable housing, opportunity zones properties, medical real
estate investments, hemp and cannabis farms, dispensaries facilities, CBD
related commercial facilities, industrial and commercial real estate, and other
real estate related services.  Because our principal is a California Real
Estate Broker, NIHK aspires to qualify as a Real Estate Investment Trust in the
near future and lead in providing real estate focused on hemp and
medial-cannabis growth, to the public markets.  Furthermore, we are
now, an internally-managed real estate holding company focused on the
acquisition, ownership and management of specialized industrial properties
leased to experienced, state-licensed operators for their regulated
state-licensed cannabis facilities. We plan to acquire our properties through
sale-leaseback transactions and third-party purchases. 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.  Our corporate office is located at 370 Amapola
Ave., Suite 200A, Torrance, California 90501. Our telephone number is (310)
895-1839.As of March 31, 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.   Our
Business Objectives and Growth Strategies  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 is engaged
primarily in 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 March 31, 2020, we owned three
investment properties 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 target market for our
CBD processing facilities, hemp farms and licensed-medical cannabis facilities include
states that permit cannabis cultivation for medical use. As of March 31, 2020,
we owned three properties in any of the states where medical-use cannabis has
been legalized such as Arizona, Colorado, Illinois, Maryland, Massachusetts,
Michigan, Minnesota, New York and Pennsylvania. According to the National
Conference of State Legislatures, As of March 31, 2020, 33 states and the
District of Columbia have legalized cannabis for medical use.  Although these states have
approved the medical use of cannabis, the applicable state and local laws and
regulations vary widely. For example, most states' laws allow commercial
production and sales through dispensaries and set forth rigorous licensing
requirements; in other states the licensing rules are unclear. In some states,
dispensaries are mandated to operate on a not-for-profit basis. Some states
permit home cultivation activities. The states also differ on the form in which
cannabis can be sold. For example, some states do not permit cannabis-infused
products such as concentrates, edibles and topicals, while other states ban
smoking cannabis.  In addition, we expect other
factors will be important in the development and growth of the medical-use
cannabis industry in the United States, including the timeframes for developing
regulations and issuing licenses in states that recently passed laws allowing
for medical-use cannabis, and continued legislative authorization of
medical-use cannabis at the state level. Progress in the regulated medical-use
cannabis industry, while encouraging, is not assured and any number of factors
could slow or halt progress in this area.  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 medical-use cannabis industry.  The Regulated Medical-Use Cannabis
Industry  Overview  We believe that a
convergence of changing public attitudes and increased legalization momentum in
various states toward regulated medical-use cannabis creates an attractive
opportunity to invest in the industrial real estate sector with a focus on
regulated multifamily properties, hemp farms, CBD processing and medical-use
cannabis facilities. We also believe that the increased sophistication of the
regulated medical-use cannabis industry and the development of strong business,
operational and compliance practices have made the sector more attractive for
investment. Increasingly, state-licensed, medical-use cannabis cultivation and
processing facilities are becoming sophisticated business enterprises that use
state-of-the-art technologies and well-honed business and operational processes
to maximize product yield and revenues. Additionally, medical-use cannabis
growers and dispensers have developed a growing portfolio of products into
which they are able to incorporate legal medical-use cannabis in a safe and
appealing manner.  In the United States, the
development and growth of the regulated medical-use cannabis industry has
generally been driven by state law and regulation, and accordingly, the market
varies on a state-by-state basis. State laws that legalize and regulate
medical-use cannabis allow patients to consume cannabis for medicinal reasons
with a doctor's recommendation, subject to various requirements and
limitations. States have authorized numerous medical conditions as qualifying
conditions for treatment with medical-use cannabis, which vary significantly
fromstate to state and may include, among others,
treatment for cancer, glaucoma, HIV/AIDs, wasting syndrome, pain, nausea,
seizures, muscle spasms, multiple sclerosis, post-traumatic stress disorder
(PTSD), migraines, arthritis, Parkinson's disease, Alzheimer's, lupus, residual
limb pain, spinal cord injuries, inflammatory bowel disease and terminal
illness. As of March 31, 2020, 33 states, plus the District of Columbia, have
passed laws allowing their citizens to use medical cannabis.


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We believe that the
following conditions, which are described in more detail below, create an
attractive opportunity to invest in industrial real estate assets that support
the regulated medical-use cannabis industry:  ·
 significant
  industry growth in recent years and expected continued growth;
  ·
 a
  shift in public opinion and increasing momentum toward the legalization of
  medical-use cannabis under state law; and
  ·
 limited
  access to capital by industry participants in light of risk perceived by
  financial institutions of violating federal laws and regulatory guidelines
  for offering banking services to cannabis-related businesses.
  Industry Growth and Trends  According to Arcview Market
Research, sales of state-legal cannabis in the United States grew to $8.6
billion in 2017, including $5.9 billion of medical-use cannabis sales, and are
expected to reach $22.2 billion by 2022.  According to ProCon.org, a
non-profit organization, as of May 2018, over 2.1 million people used or were
registered to use state-legalized medical cannabis in the United States, taking
data available from the 26 states and Washington, D.C. that had implemented
their medical cannabis programs as of that date. As the industry continues to
evolve, new ways to consume medical-use cannabis are being developed in order
for patients to have the treatment needed for their condition in a safe and
appealing manner. In addition to smoking and vaporizing of dried leaves,
cannabis can be incorporated into a variety of edibles, pills, spray products,
transdermal patches and topicals, including salves, ointments, lotions and
sprays with low or high levels of delta-9-tetrahydrocannabinol (“THC”), the
principal psychoactive constituent of the cannabis plant.  As with any nascent but growing industry,
operational and business practices evolve and become more sophisticated over
time. We believe that the quality and experience of industry participants and
the development of sound business, operational and compliance practices have
strengthened significantly over time, increasing the attractiveness for
investment in the regulated medical-use cannabis industry.  Shifting Public Attitudes and State Law
and Legislative Activity  We believe that the growth of the
regulated medical-use cannabis industry has been fueled, in part, by the
rapidly changing public attitudes in the United States. A 2018 poll by
Quinnipiac University found that 93% of Americans support patient access to
medical-use cannabis, if recommended by a doctor.  As of March 31, 2020, 33 states, plus the
District of Columbia, have passed laws allowing their citizens to use medical
cannabis. The first state to permit the use of cannabis for medicinal purposes
was California in 1996, upon adoption of the Compassionate Care Act. The law
allowed doctors to recommend cannabis for serious medical conditions and
patients were permitted to use, possess and grow cannabis themselves. Several
other states adopted medical-use cannabis laws in 1998 and 1999, and the
remaining medical-use cannabis states adopted their laws on various dates
through 2018.  Following the approval of medical-use
cannabis, state programs must be developed and businesses must be licensed
before commencing cannabis sales. Some states have developed the necessary
procedures and licensing requirements quickly, while other states have taken
years to develop their programs for production and sales of cannabis. Even
where regulatory frameworks for medical-use cannabis production and sales are
in place, states tend to revise these rules over time. These revisions often
impact sales, making it difficult to predict the potential of new markets.
States may restrict the number of medical-use cannabis businesses permitted,
restrict the method by which medical cannabis can be consumed, limit the
medical conditions that are eligible for cannabis treatment or requireregistration of doctors and/or patients, each of which
can limit growth of the medical-use cannabis industry in those states.
Alternatively, states may relax their initial regulations relating to
medical-use cannabis production and sales, which would likely accelerate growth
of the medical-use cannabis industry in such states.


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Access to Capital  To date, the status of state-licensed
cannabis under federal law has significantly limited the ability of
state-licensed industry participants to fully access the U.S. banking system
and traditional financing sources. These limitations, when combined with the
high costs of maintaining licensed and stringently regulated multifamily
properties, hemp farms, CBD processing and medical-use cannabis facilities
(including meeting extensive zoning requirements), substantially increase the
cost of production. While future changes in federal and state laws may
ultimately open up financing options that have not been available to date in
this industry, we believe that such changes, if they do occur, will take time,
thereby creating an opportunity over the next few years to provide our
sale-leaseback and other real estate solutions to state-licensed industry
participants that have limited access to traditional financing sources.  Market Opportunity and Associated Risks  We focus on purchasing specialized
industrial real estate assets for the regulated medical-use cannabis industry,
with emphasis on properties that we believe also have potential for long-term
appreciation in value. We believe that our sale-leaseback and other real estate
solutions offer an attractive alternative to state-licensed medical-cannabis
cultivators who have limited access to traditional financing alternatives. We
have acquired and intend to continue to acquire multifamily properties, hemp
farms, CBD processing and medical-use cannabis facilities in states that permit
medical-use cannabis cultivation.  Notwithstanding the foregoing market
opportunity and trends, and despite legalization at the state level, we
continue to believe that the current state of federal law creates significant
uncertainty and potential risks associated with investing in multifamily
properties, hemp farms, CBD processing and medical-use cannabis facilities,
including but not limited to potentially heightened risks related to the use of
such facilities for adult-use cannabis operations, if a state passes such laws.  STRATEGY Our Financing Strategy  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


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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.


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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 to
reduce 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.  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 March 31, 2020, we owned two
properties.  We embraced portfolio diversification at acquisitions as our main
risk management strategy. We will continue 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 and that no single tenant will exceed 30% 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 thesetenants. 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.


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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 and increased 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.  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;


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•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  Federal Laws Applicable to the Medical-Use
Cannabis Industry  Cannabis is classified as a Schedule I
controlled substance by the Drug Enforcement Agency ("DEA") and the
U.S. Department of Justice ("DOJ") with no medical use, and therefore
it is illegal to grow, possess and consume cannabis under federal law. The
Controlled Substances Act of 1910 ("CSA") bans cannabis-related
businesses; the possession, cultivation and production of cannabis-infused
products; and the distribution of cannabis and products derived from it.
Moreover, on two separate occasions the U.S. Supreme Court ruled that the CSA
trumps state law. That means that the federal government has the option of
enforcing U.S. drug laws, creating a climate of legal uncertainty regarding the
production and sale of medical-use cannabis.  Under the Obama administration, the DOJ
previously issued memoranda, including the so-called “Cole Memo” on August 29,
2013, providing internal guidance to federal prosecutors concerning enforcement
of federal cannabis prohibitions under the CSA. This guidance essentially
characterized use of federal law enforcement resources to prosecute those
complying with state laws allowing the use, manufacture and distribution of
cannabis as an inefficient use of such federal resources when state laws and
enforcement efforts are effective with respect to specific federal enforcement
priorities under the CSA.  On January 4, 2018, U.S. Attorney General
Jeff Sessions issued a written memorandum rescinding the Cole Memo and related
internal guidance issued by the DOJ regarding federal law enforcement
priorities involving cannabis (the “Sessions Memo”). The Sessions Memo
instructs federal prosecutors that when determining which cannabis-related
activities to prosecute under federal law with the DOJ’s finite resources,
prosecutors should follow the well-established principles set forth in the U.S.
Attorneys’ Manual governing all federal prosecutions. The Sessions Memo states
that “these principles require federal prosecutors deciding which cases to
prosecute to weigh all relevant considerations, including federal law
enforcement priorities set by the Attorney General, the seriousness of the
crime, the deterrent effect of criminal prosecution, and the cumulative impact
of particular crimes on the community.” The Sessions Memo went on to state that
given the DOJ’s well-established general principles, “previous nationwide
guidance specific to marijuana is unnecessary and is rescinded, effective
immediately.” It is unclear what impact the Sessions Memo will have on the
medical-use cannabis industry, if any.  In addition, pursuant to the current
omnibus spending bill previously approved by Congress, the DOJ is prohibited
from using funds appropriated by Congress to prevent states from implementing
their medical-use cannabis laws. A similar provision was also included in each
prior Congressional omnibus spending bill since 2014. This provision, however,
is currently set to expire on September 30, 2019, and there is no assurance
that Congress will approve inclusion of a similar prohibition on DOJ spending
in the appropriations bills for future years. InUSA vs. McIntosh,
the United States Circuit Court of Appeals for the Ninth Circuit held that this
provision prohibits the DOJ from spending funds from relevant appropriations
acts to prosecute individuals who engage in conductpermitted
by state medical-use cannabis laws and who strictly comply with such laws.
However, the Ninth Circuit's opinion, which only applies in the states of
Alaska, Arizona, California, Hawaii and Idaho, also held that persons who do
not strictly comply with all state laws and regulations regarding the
distribution, possession and cultivation of medical-use cannabis have engaged
in conduct that is unauthorized, and in such instances the DOJ may prosecute
those individuals.


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Furthermore, while we target the
acquisition of multifamily properties, hemp farms, CBD processing and
medical-use cannabis facilities, our leases do not prohibit cannabis
cultivation for adult-use that is permissible under the state and local laws
where our facilities are located. Consequently, certain of our future tenants
cultivate adult-use cannabis now (or may in the future) in our multifamily
properties, hemp farms, CBD processing and medical-use cannabis facilities that
are permitted by such state and local laws, which may in turn subject the
tenant, us and our properties to greater and/or different federal legal and
other risks than exclusively multifamily properties, hemp farms, CBD processing
and medical-use cannabis facilities, including not providing protection under
the above Congressional spending provision.  Federal prosecutors have significant
discretion and no assurance can be given that the federal prosecutor in each
judicial district where we purchase a property will not choose to strictly
enforce the federal laws governing cannabis production or distribution. Any
change in the federal government's enforcement posture with respect to
state-licensed cultivation of medical-use cannabis, including the enforcement
postures of individual federal prosecutors in judicial districts where we
purchase properties, would result in our inability to execute our business
plan, and we would likely suffer significant losses with respect to our investment
in multifamily properties, hemp farms, CBD processing and medical-use cannabis
facilities in the United States, which would adversely affect the trading price
of our securities. Furthermore, following any such change in the federal
government's enforcement position, we could be subject to criminal prosecution,
which could lead to imprisonment and/or the imposition of penalties, fines, or
forfeiture.  State Laws Applicable to the Medical-Use
Cannabis Industry  In most states that have legalized
medical-use cannabis in some form, the growing and/or dispensing of cannabis
generally requires that the operator obtain one or more licenses in accordance
with applicable state requirements. In addition, many states regulate various
aspects of the growing and/or dispensing of medical-use cannabis. For example,
New York limits the types of treatable medical conditions, requires
registration of both patients and recommending physicians, limits the types of
strains that can be grown, sets prices through the State Program Commissioner,
requires that a registered pharmacist be on the premises of all dispensaries
during hours of operation, and prohibits cannabis in flower form. Local
governments in some cases also impose rules and regulations on the manner of
operating cannabis businesses. As a result, applicable state and local laws and
regulations vary widely. As a result of licensing requirements, if our future
tenants default under their leases, we may not be able to find new tenants that
have the requisite license to engage in the cultivation of medical cannabis on
the properties.  Laws Applicable to Banking for Cannabis
Industry  All banks are subject to federal law,
whether the bank is a national bank or state-chartered bank. At a minimum, all
banks maintain federal deposit insurance which requires adherence to federal
law. Violation of federal law could subject a bank to loss of its charter.
Financial transactions involving proceeds generated by cannabis-related conduct
can form the basis for prosecution under the federal money laundering statutes,
unlicensed money transmitter statutes and the Bank Secrecy Act. For example,
under the Bank Secrecy Act, banks must report to the federal government any
suspected illegal activity, which would include any transaction associated with
a cannabis-related business. These reports must be filed even though the
business is operating in compliance with applicable state and local laws.
Therefore, financial institutions that conduct transactions with money
generated by cannabis-related conduct could face criminal liability under the
Bank Secrecy Act for, among other things, failing to identify or report
financial transactions that involve the proceeds of cannabis-related violations
of the CSA.  The Financial Crimes Enforcement Network
("FinCen") issued guidance in February 2014 which clarifies how
financial institutions can provide services to cannabis-related businesses
consistent with their obligations under the Bank Secrecy Act. Concurrently with
the FinCen guidance, the DOJ issued supplemental guidance directingfederal prosecutors to consider the federal enforcement
priorities enumerated in the Cole Memo with respect to federal money
laundering, unlicensed money transmitter and Bank Secrecy Act offenses based on
cannabis-related violations of the CSA. The FinCen guidance sets forth
extensive requirements for financial institutions to meet if they want to offer
bank accounts to cannabis-related businesses, including close monitoring of
businesses to determine that they meet all of the requirements established by
the DOJ, including those enumerated in the Cole Memo. This is a level of
scrutiny that is far beyond what is expected of any normal banking
relationship.


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As a result, many banks are hesitant to
offer any banking services to cannabis-related businesses, including opening
bank accounts. While we currently have a bank account, our inability to
maintain that account or the lack of access to bank accounts or other banking
services in the future, would make it difficult for us to operate our business,
increase our operating costs, and pose additional operational, logistical and
security challenges. Similarly, if our proposed tenants are unable to access
banking services, they will not be able to enter into triple-net leasing arrangements
with us, as our leases will require rent payments to be made by check or wire
transfer.  Furthermore, it is unclear what impact the
rescission of the Cole Memo will have, but federal prosecutors may increase
enforcement activities against institutions or individuals that are conducting
financial transactions related to cannabis activities. The increased
uncertainty surrounding financial transactions related to cannabis activities
may also result in financial institutions discontinuing services to the
cannabis industry.  Agricultural Regulation  The medical-use cannabis properties that
we acquire are used primarily for cultivation and production of medical-use
cannabis and are subject to the laws, ordinances and regulations of state,
local and federal governments, including laws, ordinances and regulations
involving land use and usage, water rights, treatment methods, disturbance, the
environment, and eminent domain.  Each governmental jurisdiction has its own
distinct laws, ordinances and regulations governing the use of agricultural
lands. Many such laws, ordinances and regulations seek to regulate water usage
and water runoff because water can be in limited supply, as is the case in
certain locations where our properties are located. In addition, runoff from
rain or from irrigation is governed by laws, ordinances and regulations from
state, local and federal governments. Additionally, if any of the water used on
or running off from our properties flows to any rivers, streams, ponds, the ocean
or other waters, there may be specific laws, ordinances and regulations
governing the amount of pollutants, including sediments, nutrients and
pesticides, that such water may contain.  We believe that our existing properties
have, and other properties that we acquire in the future will have, sources of
water, including wells and/or surface water that provide sufficient amounts of
water necessary for the current operations at each location. However, should
the need arise for additional water from wells and/or surface water sources, we
may be required to obtain additional permits or approvals or to make other
required notices prior to developing or using such water sources. Permits for
drilling water wells or withdrawing surface water may be required by federal,
state and local governmental entities pursuant to laws, ordinances, regulations
or other requirements, and such permits may be difficult to obtain due to
drought, the limited supply of available water within the districts of the
states in which our properties are located or other reasons.  In addition to the regulation of water
usage and water runoff, state, local and federal governments also seek to
regulate the type, quantity and method of use of chemicals and materials for
growing crops, including fertilizers, pesticides and nutrient rich materials.
Such regulations could include restricting or preventing the use of such
chemicals and materials near residential housing or near water sources.
Further, some regulations have strictly forbidden or significantly limited the
use of certain chemicals and materials. Licenses, permits and approvals must be
obtained from governmental authorities requiring such licenses, permits and
approvals before chemicals and materials can be used at grow facilities. Reports
on the usage of such chemicals and materials must be submitted pursuant to
applicable laws, ordinances, and regulations and the terms of the specific
licenses, permits and approvals. Failure to comply with laws, ordinances and
regulations, to obtain required licenses, permits and approvals or to comply
with the terms of such licenses, permits and approvals could result in fines,
penalties and/or imprisonment.


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The use of
land for agricultural purposes in certain jurisdictions is also subject to
regulations governing the protection of endangered species. When agricultural
lands border, or are in close proximity to, national parks, protected natural
habitats or wetlands, the agricultural operations on such properties must
comply with laws, ordinances and regulations related to the use of chemicals
and materials and avoid disturbance of habitats, wetlands or other protected
areas.  Because properties we intend to own may be
used for growing medical-use cannabis, there may be other additional land use
and zoning regulations at the state or local level that affect our properties
that may not apply to other types of agricultural uses. For example, certain
states in which our properties would be located require stringent security
systems in place at grow facilities, and require stringent procedures for
disposal of waste materials.  As an owner of agricultural lands, we may be
liable or responsible for the actions or inactions of our future tenants with
respect to these laws, regulations and ordinances.  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 or regulations, 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 March 31, 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.  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.   Results of Operations  Three Months ended March 31, 2020, as
Compared to Three Months Ended March 31, 2019  Revenues
―The Company recorded $495,000 in revenue for the three months
ended March 31, 2020 as compared to $0.00 for the same period of March 31,
2019. The Company had $1,207,985 inventory of Investment Property as of March
31, 2020 as compared to $0.00 for the period ending March 31, 2019.  Operating
Expenses― Total operating expenses for the three months ended March
31, 2020 was $16,161 as compared to $0.00 in the same period in, 2019, due to
increased operating activities during the period ended March 31, 2020.  Net Loss
―Net loss for three months ended March 31, 2020 was $67,82, as
compared to net loss of $0 for the three months ended March 31, 2019.  Financial Condition, Liquidity and Capital Resources  As of March 31, 2020,
the Company had a working capital deficit of $1,213,347, consisting of $5,362
in cash and $1,207,985 in investment property inventory.


---



For the three months period ended March 31, 2020, the Company used
$137,532 on operating activities, generated cash of $482,035 from investing
activities, and used $339,991 in financing activities resulting in an increase
in total cash of $4,512 and a cash balance of $5,362 for the period. For the
three months period ended March 31, 2019, the Company used cash of $0.00 in
operating activities, used cash of $0.00 for investing activities and obtained
cash of $0.00 from financing activities, resulting in an increase in cash of
$0.00 and a cash balance of $0.00 at the end of such period.   Total Notes Payable
for related and unrelated parties was $1,119,980, a decreased by $339,991from
the fiscal period ended December 31, 2019 of $1,459,971.  As of March 31, 2020,
total stockholders’ equity decreased to $93,347 from $161,171 as of the fiscal period
ended December 31, 2019.  As of March 31, 2020,
the Company had a cash balance of $5,362 (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.  Off-Balance Sheet Arrangements  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 mostdifficult
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 March 31, 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 at March 31, 2020:  ●
 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 March 31, 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 Evaluation referred 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.  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 regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or
insurance company, or engaging in or continuing any conduct or practice in
connection with such activity;  ii. engaging
in any type of business practice; or  iii. engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state securities
laws or federal commodities laws; 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 three
months ended March 31, 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 three
months ended March 31, 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  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: September
  3, 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)


---



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


---



(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: September 3,
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


---



(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: September 3,
2020


---



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 March 31, 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:
September 3, 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.