UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549  FORM
10-Q  (Mark One)  [X] QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly
period ended September30, 2020  [  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition
period from ___________ to _____________  Commission File
Number000-56174  KID
CASTLE EDUCATIONAL CORPORATION (Exact name of
registrant as specified in its charter)  Delaware
 
 59-2549529(State or other jurisdiction
 
 (I.R.S. Employerof incorporation or organization)
 
 Identification No.)370 Amapola Ave., Suite 200A,
  Torrance California
 
 90501(Address of principal executive
  offices)
 
 (Zip Code)
  310-895-1839 (Registrant’s
telephone number, including area code)  Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [  ]  Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [  ]  Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or, an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of
the Exchange Act.  Large
  accelerated filer [  ]
 
 Accelerated
  filer [  ]Non-accelerated
  filer [  ]
 
 Smaller
  reporting company [X](Do
  not check if smaller reporting company)
 
 Emerging
  growth company [  ]


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If an
emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [  ]  Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [  ] No [X]  As of September 30, 2020,
there were 922,324,706shares
of the registrant’s common stock, $0.00001 par value per share, issued and
outstanding.


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KID
CASTLE EDUCATIONAL CORPORATION 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


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


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KID CASTLE
  EDUCATIONAL CORPORATIONCONSOLIDATED BALANCE SHEETSAs ofSeptember 30, 2020
 
 December 31,(unaudited)
 
 2019 (audited)ASSETSCurrent Assets:Cash and cash equivalents
 $
 5,341
 
 $
 10,878Inventory Asset
 
 22,961
 
 
 8,620Other Current Asset
 
 186
 
 
 41,579Real Estate Investments
 
 970,148
 
 
 -Total Current Assets
 
 998,635
 
 
 61,077Fixed AssetsFixed assets, net
 $
 13,249
 
 $
 17,550Total Fixed Assets
 
 13,249
 
 
 17,550TOTAL ASSETS
 $
 1,011,885
 
 $
 78,628LIABILITIES AND
  STOCKHOLDERS’ EQUITYCurrent Liabilities:Accrued expenses
 
 2,508
 
 
 800Current portion, notes payable
 
 5,524Total Current Liabilities
 $
 8,032
 
 $
 800Long-Term Liabilities:Notes payable
 $
 150,000
 
 $
 -Notes payable - related party
 
 930,350
 
 
 41,559Total Long-Term Liabilities
 
 1,080,350
 
 
 41,559Total Liabilities
 $
 1,088,382
 
 $
 42,359STOCKHOLDERS’ EQUITY
  (DEFICIT)Preferred stock, $.00001 par value, 1,000,000 shares authorized,
  100,000 and I,000,000 issued and outstanding as at December 31, 2019 and
  September 30, 2020 respectively.
 $
 13
 
 $
 10Common  Stock, $0.00001 par value, 1,000,000,000 shares
  authorized, 922,324,706 issued and outstanding as at December 31, 2019 and
  September 30, 2020 respectively
 
 11,196
 
 
 11,196Additional paid in capital
 
 7,851,805
 
 
 7,826,113Accumulated deficit
 
 (7,939,509)
 
 
 (7,801,050)Total Kid Castle Stockholders’ equity
 
 (67,316)Non-controlling shareholders
 
 (9,181)Total Stockholders’ Equity (Deficit)
 $
 (76,497)
 
 $
 36,269Total Liabilities and Stockholders’ Equity (Deficit)
 $
 1,011,885
 
 $
 78,628
  The accompanying notes are an integral part of these unaudited
consolidated financial statements


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KID CASTLE
  EDUCATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)Nine Months Ended
  September 30
 
 Three Months Ended
  September 302020
 
 
 2019
 
 2020
 
 2019Net gain from sales of investments under trading securities
 $
 99,877
 
 $
 -
 
 $
 19,035
 
 $
 -Sales - Investment property
 
 
 1,205,000
 
 
 -
 
 
 -
 
 
 -Total Revenue
 
 
 1,304,877
 
 
 -
 
 
 19,035
 
 
 -Cost of Investment Properties Sold
 
 1,179,827
 
 
 -
 
 
 -
 
 
 -Gross Profit
 
 
 125,050
 
 
 -
 
 
 19,035
 
 
 -OPERATING EXPENSESSelling, general and administrative
 
 
 42,923
 
 
 52,328
 
 
 8,095
 
 
 16,356Marketing and advertising
 16,325
 
 
 24,023
 
 
 1,598
 
 
 10,499Amortization and depreciation
 
 4,301
 
 
 -
 
 
 1,434
 
 
 -Professional fees
 
 
 66,059
 
 
 8,756
 
 
 11,221
 
 
 3,971Total Expenses
 
 
 129,608
 
 
 85,107
 
 
 22,347
 
 
 30,825INCOME FROM OPERATIONS
 
 (4,559)
 
 
 (85,107)
 
 
 (3,312)
 
 
 (30,825)OTHER INCOMEInterest expense, net
 
 
 -
 
 
 -
 
 
 -
 
 
 -Dividends
 
 
 173
 
 
 -
 
 
 152
 
 
 -Unrealized gain (loss)
 
 
 (128,233)
 
 
 -
 
 
 (39,515)
 
 
 -INCOME (LOSS) BEFORE TAXES
 
 
 (132,618)
 
 
 (85,107)
 
 
 (42,676)
 
 
 (30,825)INCOME TAX PROVISIONNET INCOME (LOSS)
 
 $
 (132,618)
 
 $
 (85,107)
 
 $
 (42,676)
 
 $
 (30,825)Earnings (loss) per Share: Basic and Diluted
 
 $
 (0.000142)
 
 $
 (0.000092)
 
 $
 (0.000046)
 
 $
 (0.000033)Weighted Average Common Shares Outstanding: Basic and Diluted
 
 
 922,324,706
 
 
 922,324,706
 
 
 922,324,706
 
 
 922,324,706
  The accompanying notes are an integral part of these unaudited
consolidated financial statements


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KID
  CASTLE EDUCATIONAL CORPORATIONCONSOLIDATED STATEMENTS
  OF CHANGES IN SHAREHOLDERS' DEFICITAdditionalCommon
 
 
 
 Paid-In
 
 AccumulatedShares
 
 Amount
 
 Capital
 
 Deficit
 
 TotalBalance at December 31, 2008
 
 25,000,000
 $
 8,592,138
 $
 259,341
 $
 (7,638,660)
 $
 1,212,819Reverse Split in 2009
 
 (22,675,294)
 
 (8,590,445)
 
 7,386,026
 
 (12,708)
 
 (1,217,127)Balance at December 31, 2018
 
 2,324,706
 $
 1,693
 $
 7,645,367
 $
 (7,651,368)
 $
 (4,308)Issuance of common stock to settle debt
 
 10,000,000
 
 100
 
 
 
 
 
 100Issuance of common stock for preferred shares conversion
 
 900,000,000
 
 9,000
 
 
 
 
 
 9,000Issuance of common stock for employee compensation
 
 10,000,000
 
 100
 
 
 
 
 
 100Effect of Acquisition of CBDX
 
 
 
 313
 
 180,746
 
 
 
 181,059Net loss for the period
 
 
 
 
 
 
 
 (149,682)
 
 (149,682)Balance, December 31, 2019
 
 922,324,706
 $
 11,196
 $
 7,826,113
 $
 (7,801,050)
 $
 36,268Issuance of stock
 
 
 
 
 
 19,853
 
 
 
 19,853Net loss for the period
 
 
 
 
 
 
 
 (132,618)
 
 (112,765)Balance, September 30, 2020
 
 922,324,706
 $
 11,196
 $
 7,845,966
 $
 (7,939,509)
 $
 (76,497)AdditionalCommon
 
 
 
 Paid-In
 
 AccumulatedShares
 
 Amount
 
 Capital
 
 Deficit
 
 TotalBalances – July 1, 2020
 
 922,324,706
 
 11,196
 
 7,845,966
 
 (7,874,954)
 
 (32,380)Net loss for the period
 
 
 
 
 
 
 
 (42,676)
 
 (42,676)Balance, September 30, 2020
 
 922,324,706
 $
 11,196
 $
 7,845,966
 $
 (7,939,509)
 $
 (76,497)
  The accompanying notes are an integral part of these unaudited
consolidated financial statements


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KID CASTLE
  EDUCATIONAL CORPORATIONSTATEMENTS OF CASHFLOWS(unaudited)Nine Months Ended September 302020
 
 2019Cash
  Flows from Operating Activities:Net
  Income (Loss)
 
 $
 (132,618)
 
 
 $
 (85,107)Adjustments
  to reconcile net income (loss) tonet
  cash used in operating activities:Inventory
  Asset: Trading Securities
 
 
 22,435
 
 
 
 -Accrued
  expenses
 
 
 1,522
 
 
 
 (589)Depreciation
 
 
 4,301
 
 
 
 -Net
  cash provided by (used in) operating activities
 
 
 (104,360)
 
 
 
 (85,696)Net
  Cash Flows from Investing Activities:Payment
  for real estate investment
 
 
 (439,409)
 
 
 
 -Receipt
  from sales of real estate investment
 
 
 922,159
 
 
 
 -Receipt
  from sales of other investment
 
 
 41,579
 
 
 
 (19,828)Net
  cash provided by (used in) investing activities
 
 
 524,328
 
 
 
 (19,828)Net
  Cash Flows from Financing ActivitiesBorrowing
  from brokerage loan - margin loan
 
 
 1,208
 
 
 
 -Proceeds
  from LOC - short term - related party
 
 
 122,431
 
 
 
 (14,175)Payment
  on line of credit - longt term - related party
 
 
 (726,192)
 
 
 
 (15,899)Proceeds
  from issuance of line of credit - longt term
 
 
 150,000
 
 
 
 28,656Proceeds
  from issuance of stock
 
 
 25,697
 
 
 
 110,332Net
  cash provided by (used in) financing activities
 
 
 (426,856)
 
 
 
 108,913Net
  increase (decrease) in cash:
 
 
 (6,888)
 
 
 
 3,389Cash
  at the beginning of the period:
 
 
 12,229
 
 
 
 1,393Cash
  at the end of the period:
 
 $
 5,341
 
 
 $
 4,782Supplemental
  disclosures of cash flow information Cash paid during the period for:Cash
  paid for interest
 
 $
 115.49
 
 
 $
 -Cash
  paid for tax
 
 $
 -
 
 
 $
 -
  The accompanying notes are an integral part of these unaudited
consolidated financial statements


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NOTE 1.
NATURE OF OPERATIONS  Nature of Business  The Company and Nature of Business  Kid Castle Educational
Corporation, a Delaware corporation, (“Kid Castle,” “the Company,” “We,”
“KDCE,” "Us" or “Our’) operates and manages a portfolio of real
estate properties , biopharmaceutical, agricultural and "pure-play"
CBD assets that are (or could be) vertically integrated and "2018 Farm
Bill" compliant in the United States of America.  Kid Castle engages in
rollup and consolidation of real estate, CBD and Biopharma assets and
operations.  Kid Castle used to be a
Florida corporation until the company voluntarily dissolved its Florida
registration with intention to simultaneously incorporate in Delaware and
convert into a Delaware corporation.  Although the company immediately
finalized its registration effort to convert into a Delaware Corporation, the
company’s registered agent who was supposed to submit the registration package
to the Delaware Secretary of State for certification, failed to make a timely
submission.  Later in January 2019, when the company realized that the Delaware
incorporation/registration package/process was never submitted to the Delaware
Secretary of State nor completed in any other way or form, the Company went
ahead and resubmitted the required registration package and was then formally
re-incorporated in Delaware and convert into a Delaware corporation.   Thus,
the company was formally incorporated in Delaware and converted into a Delaware
Corporation in January 2019.  Kid Castle was the
result of a share exchange transaction, commonly referred to as a reverse
merger, pursuant to which shareholders of an offshore operating company take
control of a U.S. company that has no operations (commonly referred to as a
shell company), and the offshore operating company becomes a subsidiary of the
U.S. company. In KDCE case, the offshore company was Higoal Developments Ltd.,
which was the parent company of Kid Castle Internet Technologies Limited and
Kid Castle Education Software Development Co. Limited, KDCE’s operating
companies that run our English language instruction business. The U.S. or shell
company, at the time of the share exchange, was King Ball International
Technology Corporation.  On October 21, 2019, pursuant to a stock purchase
agreement dated October 2, 2019, Cannabinoid Biosciences, Inc., a California
corporation, purchased one (1) million shares of its preferred shares (one
preferred share is convertible 1,000 share of common stocks) of the Company,
representing  97.82% of our total issued and outstanding voting shares of
common stock and preferred stock. Simultaneously with the purchase, the
officers and directors of the Company resigned. Frank I Igwealor, Chairman and
CEO, Secretary, Treasurer, and Director; Patience C Ogbozor, Director; and Dr.
Solomon SK Mbagwu, MD, Director, were elected to replace them. Following the
share sales to Cannabinoid Biosciences, Inc., the purchaser converted 900,000
of the preferred shares for 900,000,000 shares of the Company's current outstanding
shares of common stock.  Cannabinoid Biosciences, Inc. (“CBDZ”), a California corporation
was incorporated on May 6, 2014, to operate as a biotechnology and specialty
pharmaceutical holding company that engages in the discovery, development, and
commercialization of cures and novel therapeutics from proprietary cannabinoid,
cannabidiol, endocannabinoids, phytocannabinoids, and synthetic cannabinoids
product platform suitable for specific treatments in a broad range of disease
areas. CBDZ engages in biopharmaceutical research and development operation
with aim of identifying viable drug candidates to go into clinical trials and
if successful, be submitted to the FDA for approval.   Because the Company is
young and has limited or no resources, and the legal CBD industry is still in
its infancy (following the 2018 Farm Bill), the Company lack of resources is
likely to affect its ability to bring an industry-wide reform as contemplated
above.  It would be difficult for the Company to raise the necessary capital to
achieve its goals.  Following the consummation of the October 21, 2019 transactions,
the Company decided to restart filing important information immediately.  The
Company also decided to formally restart being a public reporting company
following an audit of its financial statements by a PCAOB-registered auditor.  This acquisition of control by Cannabinoid Biosciences, Inc.
transformed the Company’s business model focusing on specialized real estate
operation, and the legal CBD business: (1) Ownership interest in certain
businesses that extract, purchase and distribute Bulk Pure CBD, Isolate, Hemp
Oil, THC-free CBD Distillate and Crude CBD Oil;(2)
Partnerships with local farmers to grow farm bill compliant hemp biomass; (3)
Partnerships with extract facilities across the U.S. who manufacture hemp-based
ingredients to meet specific medical needs.


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The CBD market in the United States is young and very fragmented,
lack established process control and protocols, and is yet to establish formulations
standardization.  Our goal is to lead the build-out of the CBD industry, the same
way that John D Rockefeller’s Standard Oil led the build-out of the crude
refining industry in the United States in the nineteenth century.  Our process
would entail steps that include (a) ethanol extraction system, (b)
winterization to remove fats; (c) multiple rounds of rotary evaporation are
used to remove plant material and other unnecessary components; (d) extract
decarboxylation to transform into a crystalline structure with a proprietary
post-processing technique; and (e) get the extract tested by third-party
laboratories, package it, and get it ready for shipment.  At the moment, the Company is young and has limited resources, and
the legal CBD industry is still in its infancy (following the 2018 Farm Bill),
the Company’s lack of resources may likely to affect its ability to lead the build-out
of the CBD industry as contemplated above.  It may be difficult for the Company
to raise the necessary capital to achieve its goals.  As
at the date of this filing, the Company does not currently, nor does it intend,
in the future to, gain or maintain an ownership interest in any cannabis
growing, marijuana dispensaries or production facilities. The Company does not
grow, process, own, handle, transport, or sell cannabis or marijuana as the
Company is organized and directed to operate strictly in accordance with all
applicable state and federal laws.  In
late 2019, the Company through its subsidiary CBDZ, acquired two CBD
marketplaces that it intends to further develop and monetize in the near
future.  One of the two marketplaces, www.cbdhempextra.com is down and awaiting
updates, the second marketplace, www.cannabidiolhemp.net is up and running but
has not been monetized and is currently generating no revenue.  We believe that
lots of development work is still needed before we could monetize the site. 
While operating a CBD marketplace is important to our business plan, it is not
a deal breaker.  In our acquisition plan, we intend to buy and consolidate
viable revenue-generating CBD websites with a goal of consolidating and growing
them.  As discussed in Note 15, on September 15, 2020, Kid Castle
Educational Corporation (the “Company”) entered into a stock purchase agreement
with certain corporation related to our President and CEO with respect to the
private placement of 900,000 shares of its preferred stock at a purchase price
of $3 in cash and a transfer of 100% interest in, and control of Community
Economic Development Capital, LLC (a California Limited Liability Company).  
The shares were issued to the investors without registration under the
Securities Act of 1933 based upon exemptions from registration provided under
Section 4(2) of the Act and Regulation D promulgated thereunder.  The issuances
did not involve any public offering; no general solicitation or general
advertising was used in connection with the offering.  Community Economic
Development Capital, is a specialty real estate holding company for specialized
assets including, affordable housing, opportunity zones properties, medical
real estate investments, hemp farms, CBD related commercial facilities, industrial
and commercial real estate, and other real estate related services.  Similarly, on
September 16, 2020, as part of its purchase of unregistered securities from
certain corporation related to our President and CEO, the Company, received $3.00
in cash and 1,000,000 shares of its preferred stock, and in exchange
transferred 100% interest in, and control of Community Economic Development
Capital, LLC (“CED Capital”), a California Limited Liability Company, and 97%
of the issued andoutstanding
shares of Cannabinoid Biosciences, Inc. (“CBDX”), to GiveMePower Corporation, a
Nevada corporation.  This transaction gave the Company 88% of the voting
control of GiveMePower.  As at the time of this transaction, all four
businesses involved in the transaction were controlled by Mr. Frank I Igwealor.
Because both the buyer and seller in the above acquisitions were under the
control of the same person, the transaction was classified as “common control
transaction and therefore fall under “Transactions Between Entities Under
Common Control“ subsections of ASC 805-50.  Under ASC 805-50, "assets
transferred to the entity are generallynot stepped up
to fair value. Instead, they are recorded at the ultimate parent’s historical
cost basis.  Whether the transaction should be retrospectively or prospectively
applied is dependent on the nature of the common control transaction. Transfer
of net assets or a business are reflected retrospectively, whereas transfers of
assets are prospective.” "The financial statements of the receiving entity
should report results of operations for the period in which the transfer occurs
as though the transfer of net assets or exchange of equity interests had
occurred at the beginning of the period. Results of operations for that period
will thus comprise those of the previously separate entities combined from the
beginning of the period to the date the transfer is completed and those of the
combined operations from that date to the end of the period.”


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The
consolidated financial statements of the Company therefore include GiveMePower
and its wholly owned subsidiaries of Alpharidge Capital LLC. (“Alpharidge”),
Community Economic Development Capital, LLC. (“CED Capital”), and Cannabinoid
Biosciences, Inc. (“CBDX”), and subsidiaries, in which GiveMePower has a
controlling voting interest and entities consolidated under the variable
interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”),
after elimination of intercompany transactions and accounts.  Principles of Consolidation  The consolidated financial statements
include the accounts of the Company and 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”).
Inter-company balances and transactions have been eliminated upon
consolidation.   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 little
or insignificant ongoing revenue generating business or income and for the Nine
months ended September 30, 2020, we reported $1,304,877 income and an
accumulated deficit of $7,939,509 as of September 30, 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 going concern is dependent
upon our ability to raise additional debt or equity funding to meet our ongoing
operating expenses and ultimately in merging with another entity with
experienced management and profitable operations. No assurances can be given
that we will be successful in achieving these objectives.  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


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The Consolidated
Financial Statements include the accounts of Kid Castle Educational Corporation
and all of our controlled subsidiary companies. All significant intercompany
accounts and transactions have been eliminated. Investments in business
entities in which we do not have control, but we have the ability to exercise
significant influence over operating and financial policies (generally 20% to
50% ownership) are accounted for using the equity method of accounting. Operating
results of acquired businesses are included in the Consolidated Statements of
Income from the date of acquisition. We consolidate variable interest entities
if we have operational and financial control, and are deemed to be the
>50.1% beneficiary of the profit and loss of the entity. Operating results
for variable interest entities in which we are determined to be the primary
beneficiary are included in the Consolidated Statements of Income from the date
such determination is made. For convenience and ease of reference, we refer to
the financial statement caption “Income before Income Taxes and Equity Income”
as “pre-tax income” throughout the Notes to the Consolidated Financial
Statements.  COVID-19 Risks, Impacts and Uncertainties  COVID-19 Risks, Impacts and Uncertainties — We are subject to the
risks arising from COVID-19's impacts on the residential real estate industry.
Our management believes that these impacts, which include but are not limited
to the following, could have a significant negative effect on our future
financial position, results of operations, and cash flows:
(i) prohibitions or limitations on in-person activities associated with
residential real estate transactions; (ii) lack of consumer desire for
in-person interactions and physical home tours; and (iii) deteriorating
economic conditions, such as increased unemployment rates, recessionary conditions,
lower yields on individuals' investment portfolios, and more stringent mortgage
financing conditions. In addition, we have considered the impacts and
uncertainties of COVID-19 in our use of estimates in preparation of our
consolidated financial statements. These estimates include, but are not limited
to, likelihood of achieving performance conditions under performance-based
equity awards, net realizable value of inventory, and the fair value of
reporting units and goodwill for impairment.  In April 2020, following the government lockdown order, we asked
all employees to begin to work from their homes and we also reduced the number
of hours available to each of our employees by approximately by approximately
75%. These actions taken in response to the economic impact of COVID-19 on our
business resulted in a reduction of productivity for the three and nine months
ended September 30, 2020. All cost related to these actions are included in
general and administrative expenses, as these costs were determined to be
direct and incremental.   Use
of Estimates and Assumptions  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 September 30, 2020
and December 31, 2019 we did maintain $5,341 and $10,878.00 balance of cash
equivalents respectively.


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Financial Instruments  The estimated fair values for financial instruments
were determined at discrete points in time based on relevant market
information. These estimates involved uncertainties and could not be determined
with precision. The carrying amount of the our accounts payable and accruals,
our accruals- related parties and loans – related parties approximate their
fair values because of the short-term maturities of these instruments.  Fair
Value Measurements:  ASC Topic 820, Fair Value Measurements and
Disclosures ("ASC 820"), provides a comprehensive framework for
measuring fair value and expands disclosures which are required about fair
value measurements.  Specifically, ASC 820 sets forth a definition of
fair value and establishes a hierarchy prioritizing the inputs to valuation
techniques, giving the highest priority to quoted prices in active markets for
identical assets and liabilities and the lowest priority to unobservable value
inputs.  ASC 820 defines the hierarchy as follows:  Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reported date. The
types of assets and liabilities included in Level 1 are highly liquid and
actively traded instruments with quoted prices, such as equities listed on the
New York Stock Exchange.  Level 2 – Pricing inputs are other than
quoted prices in active markets but are either directly or indirectly
observable as of the reported date.  The types of assets and
liabilities in Level 2 are typically either comparable to actively traded
securities or contracts or priced with models using highly observable inputs.  Level 3 – Significant inputs to pricing
that are unobservable as of the reporting date.  The types of assets
and liabilities included in Level 3 are those with inputs requiring significant
management judgment or estimation, such as complex and subjective models and
forecasts used to determine the fair value of financial transmission rights.  Our financial instruments consist of
accounts payable and accruals and our accruals- related parties. The
carrying amount of the out accounts payable and accruals, accruals- related
parties and loans – related parties approximates their fair values because of
the short-term maturities of these instruments.  The table below describes the Company’s valuation of financial
instruments using guidance from ASC 820-10:  Description
 
 Level 1
 
 
 Level 2
 
 Level 3Investments
  – trading securities – September 30, 2020
 
 $
 22,960
 
 
 -
 
 
 -
   Investment – Trading Securities  All investment securities are classified as trading securities and
are carried at fair value in accordance with ASC 320 Investments — Debt and
Equity Securities. Investment transactions are recorded on a trade date basis.
Realized gains or losses on sales of investments are based on the first-in,
first-out or thespecific identification method.
Realized and unrealized gains or losses on investments are recorded in the
statements of operations as realized and unrealized gains or losses as net
revenue. All investment securities are held and transacted by the Company’s
broker firm, TD Ameritrade. The Company did not hold more than 3% of equity of
the shares of any public companies as investments as of September 30, 2020.


---



All investments that are listed on a securities exchange are
valued at their last sales price on the primary securities exchange on which
such securities are traded on such date. Securities that are not listed on any
exchange but are traded over-the-counter are valued at the mean between the last
“bid” and “ask” price for such security on such date. The Company does not have
any investment securities for which market quotes are not readily available.  The Company’s trading securities are held by a third-party
brokerage firm, TD Ameritrade, and composed of publicly traded companies with
readily available fair value which are quoted prices in active markets.   Related
Party Transactions:  A related party is generally defined as
(i) any person that holds 10% or more of our membership interests including
such person's immediate families, (ii) our management, (iii) someone that
directly or indirectly controls, is controlled by or is under common control
with us, or (iv) anyone who can significantly influence our financial and
operating decisions. A transaction is considered to be a related party
transaction when there is a transfer of resources or obligations between
related parties.  As at September 30, 2020, the Company has a loan balance of
$930,350 from company that is controlled by the Company’s majority stockholder. 
Additionally, during the period under review, the Company paid rent $18,785 to
a company that is controlled by the Company’s majority stockholder.  See NOTES
7 and 14 for more details of our related party transactions.   Leases:  Prior to January 1, 2019, the Company
accounted for leases under Accounting Standards Codification (ASC) 840,
Accounting for Leases. Effective from January 1, 2019, the Company adopted the
guidance of ASC 842, Leases, which requires an entity to recognize a
right-of-use asset and a lease liability for virtually all leases. On February
25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases
(Topic 842), to increase transparency and comparability among organizations by
recognizing lease assets and lease liabilities on the balance sheet and
disclosing key information about leasing transactions. ASC 842 requires that
lessees recognize right of use assets and lease liabilities calculated based on
the present value of lease payments for all lease agreements with terms that
are greater than twelve months.   It 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.  ASC
842 distinguishes leases as either a finance lease or an operating lease that
affects how the leases are measured and presented in the statement of
operations and statement of cash flows. ASC 842 supersedes nearly all existing
lease accounting guidance under GAAP issued by the Financial Accounting
Standards Board (“FASB”) including ASC Topic 840, Leases. The accounting update also requires that
for finance leases, a lessee recognize interest expense on the lease liability,
separately from the amortization of the right-of-use asset in the statements of
earnings, while for operating leases, such amounts should be recognized as a
combined expense. In addition, this accounting update requires expanded
disclosures about the nature and terms of lease agreements.


---



The Company
does not have operating and financing leases as of September 30, 2020. The
adoption of ASC 842 did not materially impact our results of operations, cash
flows, or presentation thereof.  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.  Income
Taxes:  Under the asset and liability method prescribed within ASC 740,
Income Taxes, the Company recognizes deferred tax assets and liabilities for
the future tax consequences attributable to differences between financial
statement carrying amounts of assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be realized or settled. The effect of a change in
tax rates on deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date. The realizability of deferred tax
assets is assessed throughout the year and a valuation allowance is recorded if
necessary, to reduce net deferred tax assets to the amount more likely than not
to be realized. Certain prior period deferred tax disclosures were reclassified
to conform with current period presentation.  ASC 740 provides that a tax benefit from an uncertain tax position
may be recognized when it is more likely than not that the position will be
sustained upon examination, including resolutions of any related appeals or
litigation processes, based on the technical merits of the position. ASC 740
also provides guidance on measurement, derecognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition.  The Company’s practice is to recognize interest accrued related to
unrecognized tax benefits in interest expense and penalties in selling and
administrative expense. As of September 30, 2020, the Company had no accrued
interest or penalties.  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 contractthat meets criteria standards as to composition and
substance is identified; (2) performance obligations relating to provision of
goods or services to the customer are identified; (3) the transaction price,
with consideration given to any variable, noncash, or other relevant
consideration, is determined; (4) the transaction price is allocated to the
performance obligations; and (5) revenue is recognized when control of goods or
services is transferred to the customer with consideration given, whether that
control happens over time or not. Determination of criteria (3) and (4) are
based on our management’s judgments regarding the fixed nature of the selling
prices of the products and services delivered and the collectability of those
amounts. The adoption of ASC 606 did not result in a change to the
accounting for any of the in-scope revenue streams; as such, no cumulative
effect adjustment was recorded.


---



The Company generates revenue primarily from: (1)the sale of homes/properties, (2) commissions and fees charged on each real estate
services transaction closed by our lead agents or partner agents, and (3) sales
of trading securities using its broker firm, TD Ameritrade less original
purchase cost. Net trading revenues primarily consist of revenues from trading
securities earned upon completion of trade, net of any trading fees. A trading
is completed when earned and recognized at a point in time, on a trade-date
basis, as the Company executes trades. The Company records trading revenue on a
net basis, trading sales less original purchase cost. Net realized gains and
losses from securities transactions are determined for federal income tax and
financial reporting purposes on the first-in, first-out method and represent
proceeds on disposition of investments less the cost basis of investments. Sale
of real estate properties are recognized at the sales price/amount and the
total cost (including cost of rehabilitations) associated with the property
acquisition and rehabilitation are classified in Cost of Goods Sold (COGS).  During the nine months ended September 30,
2020, the Company did recognized revenue of  $1,304,877 which comprises of $1,205,000.00
from sales of real estate properties and $99,877 from Net trading revenues
respectively.   Advertising
Costs:  We expense advertising costs when advertisements occur.During the Nine months
ended September 30, 2020, the Company did recognizedadvertising costsof $16,325 compared to $24,023 it spent in Nine months ended
September 30, 2019.  Concentrations of Credit Risk  The Company's financial instruments that are exposed to
concentrations of credit risk primarily consist of its cash and cash
equivalents. The Company places its cash and cash equivalents with financial
institutions of high credit worthiness. The Company maintains cash balances at
financial institutions within the United States which are insured by the
Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately
$250,000. The Company has not experienced any losses with regard to its bank
accounts and believes it is not exposed to any risk of loss on its cash bank
accounts. It is possible that at times, the company’s cash and cash equivalents
with a particular financial institution may exceed any applicable government
insurance limits. In such situation, the Company's management would assess the
financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures would
be addressed and mitigated.  Stock
Based Compensation:  The cost of equity instruments issued to non-employees in
return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”
for goods and services is measured by the fair value of the goods or services received
or the measurement date fair value of the equity instruments issued, 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.”


---



NOTE 4. COMMITMENTS &
CONTINGENCIES Legal Proceedings We were not subject to
any legal proceedings as of September 30, 2020 and to the best of our
knowledge, no legal proceedings are pending or threatened. The
Company’s principal executive office is located at 370 Amapola Ave., Suite
200A, Torrance, CA 90501.   The space is a shared office space, which at the
current time is suitable for the conduct of our business.The
Company has no real property and do not presently owned any interests in real
estate.  As at September 30, 2020, the Company has spent a total of $18,784.80
on rent which was paid to Poverty Solutions to sublet office space for the
company operations. From
time to time, the Company may be involved in certain legal actions and claims
arising in the normal course of business. Management is of the opinion that
such matters will be resolved without material effect on the Company’s
financial condition or results of operations.  Contractual Obligations  We were not subject to any contractual
obligations as at September 30, 2020.   NOTE
5. NET TRADING REVENUE  The Company recognizes revenue in accordance with
Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with
Customers. The Company’s net revenue primarily consists of revenues from sales
of trading securities using its broker firm, TD Ameritrade less original
purchase cost. Net trading revenues primarily consist of revenues from trading
securities earned upon completion of trade, net of any trading fees. A trading
is completed when earned and recognized at a point in time, on a trade-date
basis, as the Company executes trades. The Company records trading revenue on a
net basis, trading sales less original purchase cost.  Net trading revenue consisted of the following:  January
  1, 2020 to September 30, 2020
 TotalRevenue
  from sales of securities
 $
 261,219Cost
  of securities
 
 (161,342)Net
  trading revenue
 $
 99,877
   NOTE
6. SALES – INVESTMENT PROPERTY


---



Sales
and other disposition of properties from Real Estate Investments holdings:  Dispositions  Below is the schedule of the details of the Real Estate
Investments sales transactions during the period: Three
  Months Ended September 30, 2020
 
 Nine
  Months Ended
  September
  30, 2020Description
 Amount
 
 AmountSales - Investment property
 
 
 $       1,205,000Closing costs
 
 
 (11,522)Commissions Paid
 
 
 (60,645)Developer’s Fees
 
 
 (95,750)Escrow & Title
 
 
 (6,714)Cost of Investment property sold
 
 
 (917,825)Old Liens Payoff
 
 
 (51,879)Property Taxes
 
 
 (20,064)Recording Charges
 
 
 (7,048)Seller Credit
 
 
 (8,380)Net Profit from Real Estate Investment
  Sales
 $
 
 $             25,173
   NOTE
7.LINE OF CREDIT /LOANS
- RELATED PARTIES  The Company considers its founders, managing directors, employees,
significant shareholders, and the portfolio Companies to be affiliates. In
addition, companies controlled by any of the above named is also classified as
affiliates.  Line of credit from related party consisted of the following:  September 30, 2020
 
 December 31, 2019September
  2019 (line of credit)- Line of credit with maturity date of February 28, 2021 with 0%
  interest per annum with unpaid principal balance and accrued interest payable
  on the maturity date.
 $
 163,632
 $
 41,200May
  20, 2020 (line of credit)Line of credit with maturity date of May 4, 2025 with 0%
  interest per annum with unpaid principal balance and accrued interest payable
  on the maturity date.
 
 766,717
 
 -July
  3, 2020 (30 year term loan)Term loan with maturity date of July 2, 2050 with 3.75%
  interest per annum with unpaid principal balance and accrued interest payable
  on the maturity date.
 
 150,000
 
 -Total Line of credit - related party
 
 930,350
 
 41,200Less
  current portion
 
 (163,632)
 
 (41,200)Total
  Line of credit - related party
 $
 766,718
 $
 -


---



Goldstein Franklin, Inc. - $190,000 line
of credit  On February 28, 2020, the Company amended its line of credit
agreement to increase it to the amount of $190,000 with maturity date of
February 28, 2021. The line of credit bears interest at 0% per annum and
interest and unpaid principal balance is payable on the maturity date. The
Company had unused line of credit of $26,368 as of September 30, 2020  NOTE
8.EARNINGS (LOSS) PER SHARE  Net
Loss per Share Calculation:  Basic net loss per common share ("EPS") is computed
by dividing loss available to common stockholders by the weighted-average
number of common shares outstanding for the period. Dilutive earnings per share
include the effect of any potentially dilutive debt or equity under the
treasury stock method, if including such instruments is dilutive, assuming all
dilutive potential common shares were issued. Dilutive loss per share excludes
all potential common shares if their effect is anti-dilutive.The Company’s diluted earnings (loss) per share is the same
as the basic earnings/loss per share for the period January 1, 2020 to September
30, 2020, as there are no potential shares outstanding that would have a
dilutive effect.  January
  1, 2020  to September 30, 2020
 AmountNet loss
  (income)
 $
 (132,618)Dividends
 
 -Stock
  option
 
 -Adjusted
  net income attribution to stockholders
 $
 (132,618)Weighted-average
  shares of common stock outstandingBasic and Diluted
 
 922,324,706Net
  changes in fair value at end of the periodBasic and Diluted
 $
 (0.000142)
   NOTE
9. INCOME TAXES  Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income
tax purposes. A full valuation allowance is established against all net
deferred tax assets as of September 30, 2020 and December 31, 2019 based on
estimates of recoverability. While the Company has optimistic plans for its
business strategy, it determined that such a valuation allowance was necessary
given the current andexpected near term losses and
the uncertainty with respect to its ability to generate sufficient profits from
its business model.


---



We did not provide any current or deferred
US federal income tax provision or benefit for any of the periods presented in
these financial statements because we have accumulated substantial operating
losses over the years.  When it is more likely than not, that a tax asset
cannot be realized through future income, we must record an allowance against
any future potential future tax benefit.  We have provided a full
valuation allowance against the net deferred tax asset, consisting of net
operating loss carry forwards, because management has determined that it is
more likely than not that we will not earn income sufficient to realize the
deferred tax assets during the carry forward periods.  The Company has not taken a tax position
that, if challenged, would have a material effect on the financial statements
as of September 30, 2020 and December 31, 2019 as defined under ASC 740,
"Accounting for Income Taxes."  We did not recognize any
adjustment to the liability for uncertain tax position and therefore did not
record any adjustment to the beginning balance of the accumulated deficit on
the balance sheet.  A reconciliation of the differences
between the effective and statutory income tax rates for the period ended September
30, 2020 and December 31, 2019:  Percent
 
 
 30-Sep-20
 
 
 31-Dec-19Federal statutory rates
 
 34.0
 %
 
 $
 (2,698,913)
 
 
 $
 (2,652,357)State income taxes
 
 5.0
 %
 
 
 (396,899)
 
 
 
 (390,052)Permanent differences
 
 -0.5
 %
 
 
 39,690
 
 
 
 39,005Valuation allowance against net deferred tax assets
 
 -38.5
 %
 
 
 3,056,122
 
 
 
 3,003,404Effective rate
 
 0
 %
 
 $
 -
 
 
 $
 -
   At September 30, 2020 and December 31, 2019,
the significant components of the deferred tax assets are summarized below: 30-Sep-20
 
 31-Dec-19Deferred income tax assetNet operation loss carryforwards
 
 (7,939,509)
 
 
 
 (7,801,050)Total deferred income tax asset
 
 3,095,812
 
 
 
 3,042,409Less: valuation allowance
 
 (3,095,812)
 
 
 
 (3,042,409)Total deferred income tax asset
 $
 -
 
 
 $
 -
  The Company has recorded as of September 30, 2020 and December 31,
2019, a valuation allowance of  $3,071,232 and  $3,042,409 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 $3,056,122 as at September 30, 2020 increased
by $52,718 compared to December 31, 2019 of $3,003,404, as a result of the Company
generating additional net operating losses of $136,928.


---



The Company conducts an analysis of its
tax positions and has concluded that it has no uncertain tax positions as of
September 30, 2020 and December 31, 2019. The Company has net operating loss
carry-forwards of approximately $7,939,509. Such amounts are subject to IRS
code section 382 limitations and expire in 2033.   NOTE
10. RECENTLY ACCOUNTING PRONOUNCEMENTS  Recently Issued
Accounting Standards  ASU 2019-12 — In December 2019, the Financial Accounting
Standards Board  ("FASB")  issued  ASU 2019-  12, Simplifying the
Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the
accounting for income taxes by removing certain exceptions to the general
principles in Accounting Standards Codification ("ASC") Topic 740,
Income Taxes. The amendments also improve consistent application of and
simplify GAAP for other areas of Topic 740 by clarifying and amending existing
guidance. ASU 2019-12 will be effective for the Company's fiscal year beginning
October 1, 2021, with early adoption permitted. The transition requirements are
dependent upon each amendment within this update and will be applied either
prospectively or retrospectively. The Company does not expect this ASU to have a
material impact on its condensed consolidated financial statements.  ASU 2016-13 — In June 2016, the FASB issued ASU
2016-13,Measurement of Credit Losses on Financial Instruments,
which amends FASB ASC Topic 326,Financial Instruments- Credit
Losses. In addition, in May 2019, the FASB issued ASU 2019-05,Targeted
Transition Relief, which updates FASB ASU 2016-13. These ASU’s require
financial assets measured at amortized cost to be presented at the net amount
to be collected and broadens the information, including forecasted information
incorporating more timely information, that an entity must consider in
developing its expected credit loss estimate for assets measured. These ASU’s
are effective for fiscal years beginning after December 15, 2019, including
interim periods within those fiscal years. Early application is permitted for
fiscal years beginning after December 15, 2018. Most of our financial assets
are excluded from the requirements of this standard as they are measured at
fair value or are subject to other accounting standards. In addition, certain
of our other financial assets are short-term in nature and therefore are not
likely to be subject to significant credit losses beyond what is already
recorded under current accounting standards. As a result, we currently do not
anticipate this standard to have a significant impact on our consolidated
financial statements.  In August 2018, the FASB issued ASU 2018-13,Disclosure
Framework-Changes to the Disclosure Requirements for Fair Value Measurements,
which amends FASB ASC Topic 820,Fair Value Measurements. This ASU
eliminates, modifies and adds various disclosure requirements for fair value
measurements. This ASU is effective for fiscal years beginning after December
15, 2019, and interim periods within those fiscal years. Certain disclosures
are required to be applied using a retrospective approach and others using a
prospective approach. Early adoption is permitted. The various disclosure
requirements being eliminated, modified or added are not significant to us. As
a result, we currently do not anticipate this standard to have a significant
impact on our consolidated financial statements.  In August 2018, the FASB issued ASU 2018-15,Customer’s
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement
That is a Service Contract, which amends FASB ASC Subtopic 350-40,Intangibles-Goodwill
and Other-Internal-Use Software. This ASU adds certain disclosure
requirements related to implementation costs incurred for internal-use software
and cloud computing arrangements. The amendment aligns the requirements for
capitalizing implementation costs incurred in a hosting arrangement that is a
service contract with the requirements for capitalizing implementation costs
incurred to develop or obtain internal-use software (and hosting arrangements
thatinclude an internal-use software license). This
ASU is effective for fiscal years beginning after December 15, 2019, and
interim periods within those fiscal years. The amendments in this ASU should be
applied either using a retrospective or prospective approach. Early adoption is
permitted. We currently do not anticipate this standard to have a significant
impact on our consolidated financial statements.


---



In August 2014, the FASB issued ASU 2014-15 on “Presentation
of Financial Statements Going Concern(Subtopic 205-40) –Disclosure of
Uncertainties about an Entity’s Ability to Continue as a Going Concern”.
Currently, there is no guidance in U.S. GAAP about management’s responsibility
to evaluate whether there is substantial doubt about an entity’s ability to
continue as a going concern or to provide related footnote disclosures. The
amendments in this update provide such guidance. In doing so, the amendments
are intended to reduce diversity in the timing and content of footnote
disclosures. The amendments require management to assess an entity’s ability to
continue as a going concern by incorporating and expanding upon certain
principles that are currently in U.S. auditing standards. Specifically, the
amendments (1) provide a definition of the term substantial doubt, (2) require
an evaluation every reporting period including interim periods, (3) provide
principles for considering the mitigating effect of management’s plans, (4)
require certain disclosures when substantial doubt is alleviated as a result of
consideration of management’s plans, (5) require an express statement and other
disclosures when substantial doubt is not alleviated, and (6) require an
assessment for a period of one year after the date that the financial
statements are issued (or available to be issued). The amendments in 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 orGroups 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
11. INVESTMENT SECURITIES (TRADING)  The Company applied the fair value accounting treatment for
trading securities per ASC 320, with unrealized gains and losses recorded in
net income each period. Debt securities classified as trading should be
measured at fair value in the currency in which the debt securities are
denominated and remeasured into the investor’s functional currency using the
spot exchange rate at the balance sheet date.  Investments in equity securities as of September 30, 2020 are
summarized based on the following: September
  30, 2020
 
 Cost
 
 Changes
  in Fair Value
 
 Fair
  ValueStocks
 $
 22,366
 $
 (6,403)
 $
 15,963Options
 
 20,955
 
 (13,957)
 
 6,998Investments
  - Trading Securities
 $
 43,320
 $
 (20,360)
 $
 22,960


---



Trading securities
are treated using the fair value method, whereby the value of the securities on
the company’s balance sheet is equivalent to their current market value. These
securities will be recorded in the current assets section under the Investment
Securities account and will be offset in the shareholder’s equity section under
the unrealized proceeds from sale of short-term investments” account. The Short
Term Investments account amount represents the current market value of the
securities, and the “Unrealized Proceeds From Sale of Short Term Investments”
account represents the cash proceeds that the company would receive if it were
to sell the investments at the end of the specified accounting period.  January 1, 2020 to September 30, 2020
 
 AmountTotal beginning balance - fair market
 $
 45,396Total investment purchases - cost
 
 266,958Total investment sales - cost
 
 (261,219)Unrealized losses
 
 (28,175)Investment - Trading Securities
 $
 22,960
   NOTE
12. REAL ESTATE INVESTMENTS  Current Holdings of Real Estate
Investments (Inventory):  As at
September 30, 2020, we have two available-for-sale real estate properties with
a carrying amount of $970,148: Cost basis9/30/2020SFR - 11253 S New Hampshire, 90044
 $
 359,821SFR - 4904 S Wilton Place 90062
 
 610,327Total  Holdings of Real Estate
  Investments
 $
 970,148
  Inventory
costs include direct home acquisition costs and any capitalized improvements. 
The following is the Real Estate Investments activities for the period under
review:  We bought
the 11253 S New Hampshire, LA 90044 property in June of 2020 at a cost of
321,498.  We financed the purchase with borrowing from our controlling
shareholder.  Our goal for the property was to rehabilitee and resell to
eligible homebuyers as part of our mission of promoting homeownership
affordable housing.  As of September 30, 2020, we have expended $38,323 on
rehabilitation of the property.  The 4904 S
Wilton Place, Los Angeles, CA 90062 property was bought on April 23, 2019 for a
total acquisition cost of $498,983.51.  Our goal for the property was to
rehabilitee and resell to eligible homebuyers as part of our mission of
promoting homeownership affordable housing.  As of September 30, 2020, we have
expended $111,343 on rehabilitation of the property.  NOTE
13. MARGINAL LOAN PAYABLE  The Company’s subsidiary, Alpharidge Capital LLC. entered into a
marginal loan agreement as part of its new trading account process in 2019 with
TD Ameritrade, the Company’s brokerage to continue the purchase of securities
and to fund the underfunded balance.  The balance of this account as at
September 30, 2020 is $5,524.


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NOTE 14. 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.  The Company had the following related party transactions:  ·Line
of Credit – On September 15, 2019, the Company entered into a line of credit
agreement in the amount of $41,200 with Goldstein Franklin, Inc. which is owned
and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The
maturity date of the line of credit is February 15, 2020. The line of credit
agreement was amended to the amount of $190,000 and maturity date of February
28, 2021. The line of credit bears interest at 0% per annum and interest and
unpaid principal balance is payable on the maturity date. As at September 30,
2020, the Company had drawn $163,632.36 from the LOC.  ·Line
of credit - On May 5, 2020, the Company entered into a line of credit agreement
in the amount of $1,500,000 with Los Angeles Community Capital, which is owned
and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The
maturity date of the line of credit is May 4, 2025. The line of credit bears
interest at 0% per annum and interest and unpaid principal balance is payable
on the maturity date. The Company had unused line of credit of $1,280,902 As of
September 30, 2020.  ·During the period under
review, the Company paid rent $18,785 to a company that is controlled by the
Company’s majority stockholder.  In addition, during the nine months ended September 30, 2020, the
Company pursuant to the terms of loan agreement, paid to an entity controlled
by our CEO $95,750 respectively, as developer’s fees from the sales amount of
the two real estate investment properties sold.  Although the $95,750 was less
than the 10% of the total sales amount of $1,205,000, the Company agreed with
the lender to take less than 10% in accommodation because one of the two
properties sold had unanticipated cost overrun.  NOTE
15. MERGERS AND ACQUISITIONS  On
September 15, 2020, Kid Castle Educational Corporation (the “Company”) entered
into a stock purchase agreement with certain corporation related to our
President and CEO with respect to the private placement of 900,000 shares of
its preferred stock at a purchase price of $3 in cash and a transfer of 100%
interest in, and control of Community Economic Development Capital, LLC (a
California Limited Liability Company).   The shares were issued to the
investors without registration under the Securities Act of 1933 based upon
exemptions from registration provided under Section 4(2) of the Act and
Regulation D promulgated thereunder.  The issuances did not involve any public
offering; no general solicitation or general advertising was used in connection
with the offering.  Community Economic Development Capital, is 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.  Similarly,
on September 16, 2020, as part of its purchase of unregistered securities from
certain corporation related to our President and CEO, the Company, received
$3.00 in cash and 1,000,000 shares of its preferred stock, and in exchange
transferred 100% interest in, and control of Community Economic Development
Capital, LLC (“CED Capital”), a California Limited Liability Company, and 97%
of the issued and outstanding shares of CannabinoidBiosciences,
Inc. (“CBDX”), to GiveMePower Corporation, a Nevada corporation.  This
transaction gave the Company 88% of the voting control of GiveMePower.  As at
the time of this transaction, all four businesses involved in the transaction
were controlled by Mr. Frank I Igwealor. Because both the buyer and seller inthe above acquisitions were
under the control of the same person, the transaction was classified as “common
control transaction and therefore fall under “Transactions Between Entities
Under Common Control“ subsections of ASC 805-50.  This transaction was
therefore accounted for under the Consolidation Method using the variable
interest entity (VIE) model wherein we consolidate all investees operating
results if we expect to assume more than 50% of another entity’s expected
losses or gains.


---



NOTE
16. SHAREHOLDERS’ DEFICIT  Preferred
Stock  As of  September 30, 2020 andDecember
31,2019 we were authorized
to issue 1,000,000 shares of preferred stock with a par value of $0.00001.  The Company has 1,000,000 and 100,000
shares of preferred stock were issued and outstanding as at September 30, 2020
andDecember 31,2019
respectively.  Common
Stock  The Company is authorized to issue
1,000,000,000 and 100,000,000 shares of common stock with a par value of
$0.00001 as at September 30, 2020 andDecember 31,2019 respectively.  Nine months ended September 30, 2020  The Company has issued 922,324,706 shares
of our common stock to more than 2,500 shareholders as at September 30, 2020
andDecember 31,2019
respectively.  Warrants  No warrants were issued or outstanding as
at September 30, 2020 andDecember 31,2019 respectively.  Stock
Options  The Company has never adopted a stock
option plan and has never issued any stock options.   NOTE 17.
SUBSEQUENT EVENTS  The Company evaluated subsequent events after
September 30, 2020 through November 18, 2020, the date these financial
statements were issued and has determined there have been no subsequent events
for which disclosure is required.


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ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Forward-Looking
Statements  This Quarterly Report
on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. The
Securities and Exchange Commission (the “SEC”) encourages companies to disclose
forward-looking information so that investors can better understand a company’s
future prospects and make informed investment decisions. This Quarterly Report
and other written and oral statements that we make from time to time contain
such forward-looking statements that set out anticipated results based on
management’s plans and assumptions regarding future events or performance. We
have tried, wherever possible, to identify such statements by using words such
as “anticipate,”“estimate,”“expect,”“project,”“intend,”“plan,”“believe,”“will”
and similar expressions in connection with any discussion of future operating
or financial performance. In particular, these include statements relating to future
actions, future performance or results of current and anticipated sales
efforts, expenses, the outcome of contingencies, such as legal proceedings, and
financial results.  We caution that the
factors described herein, and other factors could cause our actual results of
operations and financial condition to differ materially from those expressed in
any forward-looking statements we make and that investors should not place
undue reliance on any such forward-looking statements. Further, any forward-looking
statement speaks only as of the date on which such statement is made, and we
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of anticipated or unanticipated events or circumstances.
New factors emerge from time to time, and it is not possible for us to predict
all of such factors. Further, we cannot assess the impact of each such factor
on our results of operations or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained
in any forward-looking statements.  General  The following discussion highlights Kid
Castle results of operations and the principal factors that have affected our
financial condition as well as our liquidity and capital resources for the
periods described and provides information that management believes is relevant
for an assessment and understanding of the statements of financial condition
and results of operations presented herein. The following discussion and
analysis are based on our audited Financial Report, which we have prepared in
accordance with United States generally accepted accounting principles. You
should read this discussion and analysis together with such financial
statements and the related notes thereto.  Kid Castle Educational
Corporation, a Delaware corporation, (“Kid Castle,” “the Company,” “We,”
“KDCE,” "Us" or “Our’) operates and manages a portfolio of biopharmaceutical,
agricultural and "pure-play" CBD assets that are (or could be)
vertically integrated and "2018 Farm Bill" compliant in the United
States of America. Kid Castle intends to engage in rollup and consolidation of
CBD and Biopharma assets and operations.  The Company seeks to lead the
build-out of the CBD industry, the same way that John D Rockefeller’s Standard
Oil led the build-out of the crude refining industry in the United States in
the nineteenth century.  Our process would entail steps that include (a)
ethanol extraction system, (b) winterization to remove fats; (c) multiple
rounds of rotary evaporation are used to remove plant material and other
unnecessary components; (d) extract decarboxylation to transform into a
crystalline structure with a proprietary post-processing technique; and (e) get
the extract tested by third-party laboratories, package it, and get it ready
for shipment.  As at the date of this filing, the Company does not
currently, nor does it intend, in the future to, maintain an ownership interest
in any cannabis growing, marijuana dispensaries or production facilities. The
Company does not grow, process, own, handle, transport, or sell cannabis or marijuana
as the Company is organized and directed to operate strictly in accordance with
all applicable state and federal laws.


---



Basis of
Presentation  The unaudited consolidated financial
statements for the period ended September 30, 2020 and audited financial
statements for the fiscal year ended December 31, 2019 include a summary of our
significant accounting policies and should be read in conjunction with the
discussion below. In the opinion of management, all material adjustments
necessary to present fairly the results of operations for such periods have
been included in these consolidated financial statements. All such adjustments
are of a normal recurring nature.  Overview  Kid Castle Educational Corporation (“KDCE”) was the result of a
share exchange transaction, commonly referred to as a reverse merger, pursuant
to which shareholders of an offshore operating company take control of a U.S.
company that has no operations (commonly referred to as a shell company), and
the offshore operating company becomes a subsidiary of the U.S. company. In
KDCE case, the offshore company was Higoal Developments Ltd., which was the
parent company of Kid Castle Internet Technologies Limited and Kid Castle
Education Software Development Co. Limited, KDCE’s operating companies that run
our English language instruction business. The U.S. or shell company, at the
time of the share exchange, was King Ball International Technology Corporation.  The details of KDCE corporate history are as follows. KDCE was
incorporated in Florida on July 19, 1985 as Omni Doors, Inc. From inception
through June 30, 1998, our primary business was the assembly and distribution
of industrial doors for sale to building contractors in the South Florida
market. Until April 6, 1998, we were a wholly-owned subsidiary of Millennia,
Inc., a publicly-owned Delaware corporation. On April 6, 1998, the Board of
Directors of Millennia declared the payment of a stock dividend to Millennia’s
stockholders. Millennia stockholders received one share of our common stock for
each four shares of Millennia common stock. This distribution of approximately
570,000 shares of our company represented approximately 5% of the total issued and
outstanding shares of our common stock.  Pursuant to a contract dated July 14, 1998, Millennia sold
10,260,000 shares (representing 90% of the total outstanding shares) of our
common stock to an unrelated firm, China Economic Growth Investment Corp., LLC,
which then distributed the shares to its three members, Yong Chen, Zuxiang
Huang, and Zheng Yao.  On April 6, 2001, pursuant to a stock purchase agreement dated
April 2, 2001, Halter Capital Corporation, a privately-owned Texas corporation,
purchased 6,822,900 shares of our common stock from Zheng Yao, representing
approximately 60% of our issued and outstanding shares of common stock.
Simultaneously with this change-in-control transaction, Sophia Yao, our then
sole officer and director, resigned. Kevin B. Halter, Sr., as President and
director, and Kevin B. Halter, Jr., as Secretary-Treasurer and director, were
elected to replace her.  On June 19, 2002, pursuant to a stock purchase agreement dated
June 6, 2002, Powerlink International Finance, Inc., a British Virgin Islands
corporation, purchased 2,830,926 shares of our common stock from Halter Capital
Corporation, representing approximately 57% of our issued and outstanding
shares of common stock.Simultaneously with the
purchase, the officers and directors of the Company resigned. Chin-Chung Hsu,
President, Treasurer, and Director; Wen-Hao Hsu, Secretary and Director; and
Chien-Hwa Liu, Director, were elected to replace them.  On June 25, 2002, we changed our name to King
Ball International Technology Corporation and, on August 22, 2002, we changed
our name again to Kid Castle Educational Corporation.  On March 29, 2010, the Company which has been a
public reporting company registered with the Securities Exchange Commissioner
(“SEC”), filed Form 15D, Suspension of Duty to Report.  As a result of filing
Form 15D, the Company was no longer required to file any SEC forms since March
29, 2010.  Similarly, on March 22, 2011, the company voluntarily dissolved its
Florida registration with intention to simultaneously incorporate in Delaware
and convert into a Delaware corporation.   The Company has been dormant since
March 22, 2011 and non-operating since March 29, 2010.  The Company used to be a
Florida corporation until March 22, 2011 when it voluntarily dissolved its
Florida registration with intention to simultaneously incorporate in Delaware
and convert into a Delaware corporation.Although the
company immediately finalized its registration effort to convert into a
Delaware Corporation, the company’s registered agent who was supposed to submit
the registration package to the Delaware Secretary of State for certification,
failed to make a timely submission.  Later in January 2019, when the company
realized that the Delaware incorporation/registration package/process was never
submitted to the Delaware Secretary of State nor completed in any other way or
form, the Company went ahead and resubmitted the required registration package
and was then formally re-incorporated in Delaware and convert into a Delaware
corporation.


---



The re-incorporation in
Delaware, which occurred in January 2019, has placed at risk, voidable and
unenforceable, all and any liabilities that may have accrued, including any
material agreements the Company may have executed during the period between
March 22, 2011 and January 2019.  To the best of our knowledge, no such
liabilities that were accrued and no material agreement were entered into by
the company during the period between March 22, 2011 and January 2019.  In
addition, there could be penalties or legal liabilities that may have accrued
as a result of conducting business from 2011 to 2019 without properly
registering with any State. To the best of our knowledge, as at September 7,
2020, no such penalties or liabilities has accrued to the company accrued as a
result of conducting business from 2011 to 2019 without properly registering
with any State. However, there is no guarantee that such penalties or
liabilities would not accrue or arise in the future.  On October 21, 2019, pursuant to a stock purchase
agreement dated October 2, 2019, Cannabinoid Biosciences, Inc., a California
corporation, purchased one (1) million shares of its preferred shares (one
preferred share is convertible 1,000 share of common stocks) of the Company,
representing  97.82% of our total issued and outstanding voting shares of
common stock and preferred stock. Simultaneously with the purchase, the
officers and directors of the Company resigned. Frank I Igwealor, Chairman and
CEO, Secretary, Treasurer, and Director; Patience C Ogbozor, Director; and Dr.
Solomon SK Mbagwu, MD, Director, were elected to replace them. Following the
share sales to Cannabinoid Biosciences, Inc., the purchaser converted 900,000
of the preferred shares for 900,000,000 shares of the Company's current
outstanding shares of common stock.  Because we took control of
the Company on October 21, 2019, we have limited knowledge of events that took
place prior to October 21, 2019, which was the date that we formally took
control of the management of the Company, we relied on information supplied to
us by the previous management of the Company and we also relied on their
filings with the SEC as shown on the SEC website.  Thus, we knew that the
Company filed with the SEC to the suspension of your duty to file SEC reports
after March 29, 2010.  We are not aware of the circumstances that led to the
decision of the previous management of the Company to seek to stop reporting. 
We just knew that the steps taken by the Company was not unusual since several
other small reporting companies seems to also take that route when reporting
obligation has gotten burdensome to them that the cost / benefit analysis was
no longer favorable to those companies.  Our knowledge and
understanding of the events that were contained in the Company’s SCHEDULE 13E-3
filing on June 18, 2009 was totally based on the filings themselves which is
listed on the SEC website.  We do not have any additional information on that
matter or any other occurrence in the Company prior to the filing of the FORM
15-15D.  We only obtained information
from the Company previous managers concerning the Company’s failure to
re-incorporate in Delaware after termination of their Florida registration.  We
were satisfied with their explanation that it was oversight and not
deliberate.  We were also satisfied that the Company has been incorporated in
Delaware by January of 2019.  Based on the foregoing, investing in the Company may carry
additional risk of the unknown or whatever might has occurred in the Company
prior to October 21, 2019, which was not reported alongside the Company’s
filings shown on the SEC website, which is our primary source of information
about the Company’s activities prior to October 21, 2019.   In
late 2019, the Company through its subsidiary CBDZ, acquired two CBD
marketplaces that it intends to further develop and monetize in the near
future.  One of the two marketplaces, www.cbdhempextra.com is down and awaiting
updates, the second marketplace, www.cannabidiolhemp.net is up and running but
has not been monetizedand is currently generating no
revenue.  We believe that lots of development work is still needed before we
could monetize the site.  While operating a CBD marketplace is important to our
business plan, it is not a deal breaker.  In our acquisition plan, we intend to
buy and consolidate viable revenue-generating CBD websites with a goal of
consolidating and growing them.


---



Furthermore,
during the last quarter of 2019, we entered into nonbinding Letter of Intent
(LOIs) with 5 CBD operations to acquire their businesses. Each of these
businesses is producing revenue and each operation is profitable. These five
revenue producing and profitable businesses would cost the Company about $33.4
million to consummate the acquisitions.  The five businesses comprise of: (1) a
CBD Affiliate Marketplace that would cost $300,000; (2) a Hemp Farm with Real Estate,
farms and extraction facilities Colorado and Kentucky which sells for $30,000,000;
(3) a Michigan hemp farm with Real Estate and CBD plant which would cost $1,600,000;
4) a North Carolina Hemp grower and CDB technology with real estate selling for
$1,300,000; and (5) another CBD Affiliate Marketplace going for $30,000.  With
the LOIs in hand, we approached some professional finance guys to help us raise
the money for the acquisition. There is no guarantee that we could raise the
capital needed for this acquisition or that the sellers would wait for us to
raise the capital.  Subsequently,
as we were pulling together financing for the acquisition, COVID-19 exploded
and crippled most business transactions across the world. As a result of the
disruptions occasioned by COVID-19, the operations of our major financier
coming from New York and London came under the lockdown.  We have informed the
sellers about this situation and advised that they move on to other potential
acquirers as we are completely uncertain about the where things would be after
the end of COVID-19 pandemic.  There is no guarantee that we could be able to
acquire one or more of these businesses, or that these businesses would still
be available to us to acquire in the future, or at the initially contemplated
price.  On
September 15, 2020, Kid Castle Educational Corporation (the “Company”) entered
into a stock purchase agreement with certain corporation related to our
President and CEO with respect to the private placement of 900,000 shares of
its preferred stock at a purchase price of $3 in cash and a transfer of 100%
interest in, and control of Community Economic Development Capital, LLC (a
California Limited Liability Company).   The shares were issued to the
investors without registration under the Securities Act of 1933 based upon
exemptions from registration provided under Section 4(2) of the Act and
Regulation D promulgated thereunder.  The issuances did not involve any public
offering; no general solicitation or general advertising was used in connection
with the offering.  Community Economic Development Capital, is 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.  Similarly,
on September 16, 2020, as part of its purchase of unregistered securities from
certain corporation related to our President and CEO, the Company, received
$3.00 in cash and 1,000,000 shares of its preferred stock, and in exchange
transferred 100% interest in, and control of Community Economic Development
Capital, LLC (“CED Capital”), a California Limited Liability Company, and 97%
of the issued and outstanding shares of Cannabinoid Biosciences, Inc. (“CBDX”),
to GiveMePower Corporation, a Nevada corporation.  This transaction gave the
Company 88% of the voting control of GiveMePower.  As at the time of this
transaction, all four businesses involved in the transaction were controlled by
Mr. Frank I Igwealor. Because both the buyer and seller in the above
acquisitions were under the control of the same person, the transaction was
classified as “common control transaction and therefore fall under
“Transactions Between Entities Under Common Control“ subsections of ASC
805-50.  This transaction was therefore accounted for under the Consolidation
Method using the variable interest entity (VIE) model wherein we consolidate
all investees operating results if we expect to assume more than 50% of another
entity’s expected losses or gains.  Our
Business Objectives and Growth Strategies  Our principal business objective is to maximize stockholder
returns through a combination of (1) acquisition and rollup of profitable CBD
operations across the United States of America (2) sustainable long-term growth
in cash flows from increased profits, which we hope to pass on to stockholders
in the form of distributions, and (3) potential long-term appreciation in the
value of our businesses through process optimization and financial engineering.


---



Mission Statement  Our vision is to lead the build-out of the CBD industry, the same
way that John D Rockefeller’s Standard Oil led the build-out of the crude
refining industry in the United States in the nineteenth century.  Our process
would entail steps that include (a) ethanol extraction system, (b)
winterization to remove fats; (c) multiple rounds of rotary evaporation are
used to remove plant material and other unnecessary components; (d) extract
decarboxylation to transform into a crystalline structure with a proprietary
post-processing technique; and (e) get the extract tested by third-party
laboratories, package it, and get it ready for shipment.  At the moment, the Company is young and has limited resources, and
the legal CBD industry is still in its infancy (following the 2018 Farm Bill),
the Company’s lack of resources may likely to affect its ability to lead the build-out
of the CBD industry as contemplated above.  It may be difficult for the Company
to raise the necessary capital to achieve its goals.  Plan of Operations for the Next Twelve
Months  Kid Castle will need approximately
$1,500,000 to sustain operations for the next 12 months. Our plan is to achieve
meaningful revenue from acquisitions of profitable CBD businesses to meet our
operating needs. However, we may not be able to increase our revenue
sufficiently to meet these needs in time. It is also unlikely that we will be
able to generate $1,500,000 in net income to satisfy all of our obligations and
cover our operating cost for the next 12 months. Our ability to continue
operations will be dependent upon the successfully long-term or permanent
capital in form of equity financing, the support of creditors and shareholders,
and, ultimately, the achievement of profitable operations. There can be no
assurances that we will be successful, which would in turn significantly affect
our ability to be successful in our new business plan. If not, we will likely
be required to reduce operations or liquidate assets. We will continue to
evaluate our projected expenditures relative to our available cash and to seek
additional means of financing in order to satisfy our working capital and other
cash requirements.  We
intend to implement the following tasks within the next twelve months:  Month 1-3: Phase 1 (1-3 months in duration;
     $600,000 to $1 million in estimated fund receipt)
 Hire the 2 biologist/scientists,
      Henry and Leke, hire 1 bookkeepers, business development manager and
      officer manager to implement our business plan.
  Acquire and consolidate stakes in
      the operations of at least two select biopharma businesses.Month 3-6 Phase 2 (1-3 months in duration; cost
     control, process improvements, admin & management.).
 Integrate acquired business into
      the Company’s model – consolidate the operations of the businesses
      including integration of their accounting and finance systems,
      synchronization of their operating systems, and harmonization of their
      human resources functions.
  Complete and file quarterly
      reports and other required filings for the quarterMonth 6-9:  Phase 3 (1-3 months in duration;
     $600,000 to $900,000 in estimated fund receipt)
 Identify and acquire
      complementary/similar businesses or assets in the target marketMonth 9-12: Phase 4  (1-3 months duration; use
     acquired businesses’ free cash flow for more acquisitions)
 Run the businesses efficiently,
      giving employees a conducive and friendly workplace and add value to
      investors and shareholders by identifying and reducing excesses and also
      identifying and executing growth strategies
  Acquire more businesses that are below
      their book-value or undervalued businesses, restructure the businesses,
      and sell the businesses for profit or hold them for cash flow.Operating expenses during the twelve months
     would be as follows:
 For
      the six months through February 28, 2021, we anticipate to incur general
      and other operating expenses of $388,000.
  For
      the six months through August 31, 2021 we anticipate to incur additional
      general and other operating expenses of $378,000.  The
execution of our current plan of operations requires us to raise significant
additional capital immediately. If we are successful in raising capital through
the sale of shares or borrowing, we believe that the Company will have
sufficient cash resources to fund its plan of operations for the next twelve
months. If we are unable to do so, our ability to continue as a going concern
will be in jeopardy, likely causing us to curtail and possibly cease
operations.


---



We
continually evaluate our plan of operations discussed above to determine the
manner in which we can most effectively utilize our limited cash resources. The
timing of completion of any aspect of our plan of operations is highly
dependent upon the availability of cash to implement that aspect of the plan
and other factors beyond our control. There is no assurance that we will
successfully obtain the required capital or revenues, or, if obtained, that the
amounts will be sufficient to fund our ongoing operations. The inability to secure
additional capital would have a material adverse effect on us, including the
possibility that we would have to sell or forego a portion or all of our assets
or cease operations. If we discontinue our operations, we will not have
sufficient funds to pay any amounts to our stockholders.  Even
if we raise additional capital in the near future, if our current business plan
is not successfully executed, our ability to fund our biopharmaceutical
research and development, or our financial product deployment and services
efforts would likely be seriously impaired. The ability of a biopharmaceutical
research and development business and continuing operations is conditioned upon
moving the development of products and services toward commercialization. If in
the future we are not able to demonstrate adequate progress in the development
and commercialization of our product, we will not be able to raise the capital
we need to continue our business operations and business activities, and we
will likely not have sufficient liquidity or cash resources to continue
operating.  Because our working capital requirements
depend upon numerous factors there can be no assurance that our current cash
resources will be sufficient to fund our operations. At present, we have no
committed external sources of capital, and do not expect any significant
product revenues for the foreseeable future. Thus, we will require immediate
additional financing to fund future operations. There can be no assurance,
however, that we will be able to obtain funds on acceptable terms, if at all.  Competition  Our
business is highly competitive.   We are in direct competition
with more established biopharmaceutical companies, private equity firms,
private investors and management companies.   Many management
companies offer similar products and services for business rollups and
consolidations.  We may be at a substantial disadvantage to our competitors who
have more capital than we do to carry out acquisition, operations and
restructuring efforts.  These competitors may have competitive advantages, such
as greater name recognition, larger capital-base, marketing, research and
acquisition resources, access to larger customer bases and channel partners, a
longer operating history and lower labor and development costs, which may
enable them to respond more quickly to new or emerging opportunities and
changes in customer requirements or devote greater resources to the
development, acquisition and promotion.  Increased
competition could result in us failing to attract significant capital or
maintaining them.  If we are unable to compete successfully against current and
future competitors, our business and financial condition may be harmed.  We
hope to maintain our competitive advantage by keeping abreast of market
dynamism that is face by our industry, and by utilizing the experience,
knowledge, and expertise of our management team.   Moreover, we believe that we
distinguish ourselves in the ways our model envisaged transformation of
businesses.  Government Regulation  Our
activities currently are subject to no particular regulation by governmental
agencies other than that routinely imposed on corporate
businesses.   However, we may be subject to the rules governing
acquisition and disposition of businesses, real estates and personal properties
in each of the state where we have our operations.  We may also be subject
to various state laws designed to protect buyers andsellers
of businesses.   We cannot predict the impact of future
regulations on either us or our business model.  Once we commence our biopharmaceutical
operations, we would be subject to many regulations that apply to
pharmaceutical and medical industry participants.


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Intellectual Property  We
currently have no patents, trademarks or other registered intellectual
property.   We do not consider the grant of patents, trademarks
or other registered intellectual property essential to the success of our
business.  Employees  We
do not have a W-2 employee at the present.  Frank Ikechukwu Igwealor, our
President, Chief Executive Officer and Chief Financial Officer, is our only
full-time staff as of September 30, 2020, pending when we could formalize an
employment contract for him.   In addition to Mr. Igwealor, we
have three part-time unpaid staff who helps with bookkeeping and administrative
chores.  Most of our part-time staff, officers, and directors will devote their
time as needed to our business and are expect to devote at least 15 hours per
week to our business operations.  We plan on formalizing employment contract
for those staff currently helping us without pay.  Furthermore, in the
immediate future, we intend to use independent contractors and consultants to
assist in many aspects of our business on an as needed basis pending financial
resources being available. We may use independent contractors and consultants
once we receive sufficient funding to hire additional employees. Even then, we
will principally rely on independent contractors for substantially all of our
technical and marketing needs.  The
Company has no written employment contract or agreement with any person.
Currently, we are not actively seeking additional employees or engaging any
consultants through a formal written agreement or contract. Services are
provided on an as-needed basis to date. This may change in the event that we are
able to secure financing through equity or loans to the Company.  As our
company grows, we expect to hire more full-time employees. 
 Components of Our Results of Operations  Revenue  We generate revenue primarily from net revenue from trading, commissions
and fees charged on each real estate services transaction closed by our lead
agents or partner agents, and from the sale of homes. Real Estate Services Revenue Brokerage Revenue—Brokerage revenue includes our offer and listing services,
where our lead agents represent homebuyers and home sellers. We recognize
commission-based brokerage revenue upon closing of a brokerage transaction,
less the amount of any commission refunds, closing-cost reductions, or
promotional offers that may result in a material right.Brokerage revenue is
affected by the number of brokerage transactions we close, the mix of brokerage
transactions, home-sale prices, commission rates, and the amount we give to
customers. Partner Revenue—Partner revenue consists of fees paid to us from partner agents or
under other referral agreements, less the amount of any payments we make to
customers. We recognize these fees as revenue on the closing of a transaction.
Partner revenue is affected by the number of partner transactions closed,
home-sale prices, commission rates, and the amount we refund to customers. If
the portion ofcustomers we introduce to our own lead
agents increases, we expect the portion of revenue closed by partner agents to
decrease.


---



Properties Revenue  Properties Revenue—Properties revenue consists of revenue earned when we sell homes
that we previously bought directly from homeowners. Properties revenue is
recorded at closing on a gross basis, representing the sales price of the home.  Other Revenue Other Revenue—Other services revenue includes fees earned from mortgage
origination services, title settlement services, Walk Score data services, and
advertising. Substantially all fees and revenue from other services are
recognized when the service is provided.  Intercompany Eliminations Intercompany Eliminations—Revenue earned from transactions between operating segments are
eliminated in consolidating our financial statements. Intercompany transactions
primarily consist of services performed from our real estate services segment
for our properties segment. Cost of Revenue and Gross Margin  Cost of revenue consists primarily of home-touring and field
expenses, listing expenses, home costs related to our properties segment,
office and occupancy expenses, and depreciation and amortization related to
fixed assets and acquired intangible assets. Home costs related to our
properties segment include home purchase costs, capitalized improvements,
selling expenses directly attributable to the transaction, and home maintenance
expenses. Gross profit is revenue less cost of revenue. Gross margin is
gross profit expressed as a percentage of revenue. Our gross margin has and
will continue to be affected by a number of factors, but the most important are
the mix of revenue from our relatively higher-gross-margin real estate services
segment and our relatively lower-gross-margin properties segment, real estate
services revenue per transaction, agent and support-staff productivity,
personnel costs and transaction bonuses, and, for properties, the home purchase
costs.  Results of Operations  Three Months ended September 30, 2020  Revenue and net gain
from sales of investments under trading securities― The Company
recorded $19,035 in net gain from sales of investments under trading securities
for the three months ended September 30, 2020.  The Company did not record any real
estate related revenue for the three months ended September 30, 2020.  Operating Expenses― Total
operating expenses for the three months ended September 30, 2020 was $22,347.  Net income― Net loss from
operations for three months ended September 30, 2020 was $3,315. Unrealized loss
(gain) from securities trading was $39,359. Dividends were $152.00. Net loss
before taxation was $42,676.


---



Nine Months ended September 30, 2020, as
Compared to Nine Months ended September 30, 2019  Revenue and
net gain from sales of investments under trading securities― The
Company recorded $99,877 in net gain from sales of investments under trading
securities and $1,205,000 in revenue from sales of investment properties, for
the nine months ended September 30, 2020 as compared to $0.00 for the same
period of September 30, 2019.  Operating
Expenses― Total operating expenses for the nine months ended September
30, 2020 was $129,608 as compared to $0.00 in the same period in, 2019, due to
increased operating activities during the period ended September 30, 2020.  Net Loss
― Net loss from operations for nine months ended September 30, 2020
was $4,559. Unrealized loss (gain) from securities trading was $39,312. Net
interest income was $0.00 and Dividends were $173.00. Net loss before taxation
was $132,618.   Financial Condition, Liquidity and Capital Resources  As of September 30,
2020, the Company had a working capital of $828,499, consisting of $5,341 in
cash, $22,961 in Trading Securities, $970,148 in investment properties
inventory, minus $5,542 in marginal loan payable, and $163,632 of line credit.  The Company had $22,961
inventory of Trading Securities as of September 30, 2020 as compared to $0.00
for the period ending December 31, 2019.  For the nine months
ended September 30, 2020, the Company used $104,360 on operating activities, generated
$524,328 on investing activities and used $426,860 from financing activities,
resulting in a decrease in total cash of $6,891 and a cash balance of $5,341
for the period.  Total Notes Payable
for related and unrelated parties increased by $453,761 for the period ended
September 30, 2020, compared to the fiscal year ended December 31, 2019 of
$45,517.  As of September 30,
2020, total stockholders’ deficit increased to $74,966 compared to $(379) as of
December 31, 2019.  As of September 30,
2020, the Company had a cash balance of $5,341 (i.e. cash is used to fund
operations). The Company does not believe our current cash balances will be
sufficient to allow us to fund our operating plan for the next twelve months.
Our ability to continue as a going concern is dependent on us obtaining
adequate capital to fund operating losses until we become profitable. If we are
unable to obtain adequate capital, we could be forced to cease operations or
substantially curtail its drug development activities. These conditions raise
substantial doubt as to our ability to continue as a going concern. The
accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts and classification
of liabilities should we be unable to continue as a going concern.  Our principal sources
of liquidity in the past has been cash generated from loans to us by our major
shareholder. In order to be able to achieve our strategic goals, we need to
further expand our business and implement our business plan.  To continue to
develop our business plan and generate sales, significant capital has been and
will continue to be required. Management intends to fund future operations
through private or public equity and/or debt offerings. We continue to engage
in preliminarydiscussions with potential investors
and broker-dealers, but no terms have been agreed upon. There can be no
assurances, however, that additional funding will be available on terms
acceptable to us, or at all. Any equity financing may be dilutive to existing
shareholders. We do not currently have any contractual restrictions on our
ability to incur debt and, accordingly we could incur significant amounts of
indebtedness to finance operations. Any such indebtedness could contain
covenants which would restrict our operations.


---



Our financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of these
uncertainties. Our ability to continue as a going concern is dependent upon our
ability to raise additional debt or equity funding to meet our ongoing
operating expenses and ultimately in merging with another entity with
experienced management and profitable operations. No assurances can be given
that we will be successful in achieving these objectives.  We have not
established revenue generating operations and will be dependent upon obtaining
financing to pursue any future extensive acquisitions and activities. The
revenues, if any, generated from our operations or acquisitions may not be
sufficient to fund our operations or planned growth. We will require additional
capital to continue to operate our business, and to further expand our
business. Sources of additional capital through various financing transactions
or arrangements with third parties may include equity or debt financing, bank
loans or revolving credit facilities. We may not be successful in locating
suitable financing transactions in the time period required or at all, and we
may not obtain the capital we require by other means.  We will now be
obligated to file annual, quarterly and current reports with the SEC pursuant
to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002
(“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the
Public Company Accounting Oversight Board have imposed various requirements on
public companies, including requiring changes in corporate governance
practices. We expect these rules and regulations to increase our legal and
financial compliance costs and to make some activities of ours more time-
consuming and costly. In order to meet the needs to comply with the requirements
of the Securities Exchange Act, we will need investment of capital.   Off-Balance Sheet Arrangements  As of September 30,
2020, we did not engage in any off-balance sheet arrangements as defined in
Item 303(a)(4) of Regulation S-K promulgated by the SEC under the Securities
Exchange Act of 1934. There are no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.  Critical Accounting Policies and Estimates  The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) requires estimates and
assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities in the consolidated financial statements and accompanying notes.
The SEC has defined a company’s critical accounting policies as the ones that
are most important to the portrayal of the company’s financial condition and
results of operations, and which require the company to make its most difficult
and subjective judgments, often as a result of the need to make estimates of
matters that are inherently uncertain.


---



Based on this definition, we have identified the critical
accounting policies and judgments addressed which are described in Note 2 to
our condensed consolidated financial statements included elsewhere in this
Quarterly Report. Although we believe that our estimates, assumptions and
judgments are reasonable, they are based upon information presently available.
Actual results may differ significantly from these estimates under different
assumptions, judgments or conditions.  Item 3. Quantitative and Qualitative Disclosures About Market
Risk.  Not required for
smaller reporting companies.  Item 4. Controls and Procedures.  Evaluation of Disclosure Controls and Procedures  As required by
Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule
13a-15(b), we have carried out an evaluation (the “Evaluation”), under the
supervision and with the participation of our management, including our Chief
Executive Officer and Interim Chief Financial Officer, of the effectiveness of
the design and operation of our management, and the design and operation of our
disclosure controls and procedures as of September 30, 2020. Based upon an
evaluation of the effectiveness of disclosure controls and procedures, our
Chief Executive Officer and Interim Chief Financial Officer has concluded that
as of the end of the period covered by this Quarterly Report, our disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the
Exchange Act) were not effective because of the material weaknesses described
below, in order to provide reasonable assurance that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified by the rules and forms of the SEC
and is accumulated and communicated to management, including the Chief
Executive Officer and Interim Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure (see below for further
discussion).We had neither the resources, nor the personnel, to provide an
adequate control environment.  Due to our limited
resources, the following material weaknesses in our internal control over
financial reporting continued to exist at September 30, 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 September 30,
2020, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.  CEO and CFO Certifications  Exhibits 31.1 and
31.2 to this Quarterly Report are the Certifications of the Chief Executive
Officer and the Interim Chief Financial Officer, respectively. These
Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this
Quarterly Report, which you are currently reading, is the information
concerning the 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 currentlyinvolved 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 September 30, 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 Nine
months ended September 30, 2020, the Company issued 900,000 shares of its preferred
stock to Video River Networks, Inc. in exchange for $3 and 100% interest in
Community Economic Development Capital, LLC.The shares were issued to the
investors without registration under the Securities Act of 1933 based upon
exemptions from registration provided under Section 4(2) of the Act and
Regulation D promulgated thereunder.  The issuances did not involve any public
offering; no general solicitation or general advertising was used in connection
with the offering.  Community Economic Development Capital, is a specialty real
estate holding company for specialized assets including, affordable housing,
opportunity zones properties, medical real estate investments, hemp farms, CBD
related commercial facilities, industrial and commercial real estate, and other
real estate related services.  Use of Proceeds of Registered Securities  Not applicable.  Purchases of Equity Securities by Us and
Affiliated Purchasers  During the Nine
months ended September 30, 2020, the Company has not purchased any equity
securities nor have any officers or directors of the Company.  ITEM 3. Defaults Upon Senior Securities  The Company is not aware of any defaults upon its senior
securities.  ITEM 4. Mine Safety Disclosures  Not applicable.  ITEM 5. Other Information.  None.   ITEM 6. Exhibits  ExhibitNumber
 
 Description10.1*
 
 Form of Line of Credit Agreement by and between the Company and certain
  related parties31.1*
 
 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.  KID CASTLE
  EDUCATIONAL CORPORATIONDate: November 18,
  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 KID CASTLE EDUCATIONAL CORPORATION;  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: November 18,
2020


---



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 KID CASTLE EDUCATIONAL CORPORATION;  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: November 18,
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 KID CASTLE EDUCATIONAL CORPORATION (the “Company”) on
Form 10-Q for the quarter ended September 30, 2020, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Frank
I Igwealor, the Chief Executive Officer and Interim Chief Financial Officer of
the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge:  (1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2) the information
contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.  /s/ Frank I
  IgwealorFrank I IgwealorPresident, Chief
  Executive Officer and
  Interim Chief
  Financial Officer
  Date:
November 18, 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.