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 endedMarch 31, 2020  [  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition
period from ___________ to _____________  Commission File
Number333-39629  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 March 31, 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 March 31,
  2020 (unaudited) and December 31, 2019 (audited)
 2Condensed Consolidated Statements of Operations for the
  three months ended March 31, 2020 and 2019 (unaudited)
 3Condensed Consolidated Statements of Cash Flows for the
  three months ended March 31, 2020 and 2019 (unaudited)
 4Condensed Consolidated Statements of Cash Flows for the
  three months ended March 31, 2020 and 2019 (unaudited)
 4Notes to the condensed consolidated financial
  statements (unaudited)
 5


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KID CASTLE
  EDUCATIONAL CORPORATIONCONSOLIDATED BALANCE SHEETSFor the three months
  ended March 31, 2020(unaudited)
 
 December 31, 2019(audited)ASSETSCurrent
  AssetsCash
  and Cash Equivalents
 $
 8,750
 
 $
 10,878Other
  Current Assets
 
 8,620
 
 
 8,620Total
  Current Assets
 
 17,370
 
 
 19,498Fixed
  Assets
 
 17,550
 
 
 17,550Other
  Assets
 
 -
 
 
 41,579Total
  Assets
 $
 34,921
 
 $
 78,628LIABILITIES AND
  SHAREHOLDERS' DEFICITCurrent
  LiabilitiesAccounts
  Payable
 $
 800
 
 $
 800Accruals
  - Related Parties
 
 119
 
 
 -Loans
  – Unrelated Parties
 
 25,694Loans
  – Related Parties
 
 22,811
 
 
 41,559Total
  Current Liabilities
 
 49,424
 
 
 42,359Total
  Liabilities
 
 49,424
 
 
 42,359Shareholders'
  DeficitPreferred
  stock, $.000001 par value, 1,000,000 shares authorized, 100,000 issued and
  outstanding
 
 10
 
 
 10Common  Stock, $0.001 par value, 1,000,000,000 shares
  authorized, 922,324,706 issued and outstanding as at December 31, 2019 and
  March 31, 2020 respectively
 
 11,196
 
 
 11,196Additional
  Paid-In Capital
 
 7,826,113
 
 
 7,826,113Accumulated
  Deficit
 
 (7,851,822)
 
 
 (7,801,050)Total
  Shareholders' Equity
 
 (14,503)
 
 
 36,269Total
  Liabilities and Shareholders' Deficit
 $
 34,921
 
 $
 78,628The accompanying notes are an integral part of these
  consolidated financial statements


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KID CASTLE
  EDUCATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONSFor the three months ended March 31,2020
 2019REVENUE
 $
 -
 
 $
 —COST
  OF SALES
 
 -
 
 
 -GROSS
  PROFIT
 
 -
 
 
 -OPERATING
  EXPENSESSelling,
  general and administrative
 
 15,497
 
 
 12,050Marketing
  and Advertising
 
 10,525
 
 
 5,473Depreciation
  and Amortization
 
 
 
 
 -Salaries
  and wages
 
 3,497
 
 
 11,608Professional
  fees
 
 21,253
 
 
 1,781Total
  Operating Expenses
 
 50,772
 
 
 30,912OPERATING
  PROFIT/LOSS
 
 (50,772)
 
 
 (30,912)OTHER
  INCOME-INCOME
  (LOSS) BEFORE TAXES
 
 (50,772)
 
 
 (30,912)TAXES
 
 -
 
 
 -NET
  INCOME (LOSS)
 $
 (50,772)
 
 $
 (30,912)Net
  Income (Loss) per Common Share: Basic and Diluted
 $
 (0.00006)
 
 $
 (0.00007)Weighted
  Average Common Shares Outstanding: Basic and Diluted
 
 922,324,706
 
 
 463,487,059The accompanying notes are an integral part of these
  consolidated financial statements


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KID
  CASTLE EDUCATIONAL CORPORATIONCONSOLIDATED STATEMENTS
  OF CHANGES IN SHAREHOLDERS' DEFICITFOR THE THREE MONTHS
  ENDED MARCH 31, 2020AdditionalCommon
 
 
 
 Paid-In
 
 AccumulatedShares
 
 Amount
 
 Capital
 
 Deficit
 
 TotalBalance at December 31, 2008
 
 25,000,000
 $
 8,592,138
 $
 259,341
 $
 (7,638,660)
 $
 1,212,819Effect of Merger with CBDX
 
 
 
 1670
 
 
 
 
 
 1,670Reverse Split in 2009
 
 (22,675,294)
 
 (8,592,115)
 
 7,386,026
 
 (6,998)
 
 (1,213,087)Net income for the period
 
 
 
 
 
 
 
 (5,710)
 
 (5,710)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
 
 
 
 
 
 100Cumulative Restructuring adjustmentEffect of Merger with CBDX
 
 
 
 313
 
 180,746
 
 
 
 181,059Net (income) loss for the period
 
 
 
 
 
 
 
 (149,682)
 
 (149,682)Balance, December 31, 2019
 
 922,324,706
 $
 11,206
 $
 7,826,113
 $
 (7,801,050)
 $
 36,268Net (income) loss for the period
 
 
 
 
 
 
 
 (50,772)
 
 (50,772)Balance, March 31, 2020
 
 922,324,706
 $
 11,206
 $
 7,826,113
 $
 (7,851,822)
 $
 (14,504)The accompanying notes are an integral part of these
  consolidated financial statements


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KID CASTLE
  EDUCATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF CASHFLOWSFor the three months ended March 31,2020
 
 2019Cash Flows from Operating Activities:Net Income (Loss)
 
 $
 (50,772)
 
 
 $
 (30,912)Adjustments to reconcile net income (loss) tonet cash used in operating activities:Other Accrued Liabilities
 
 
 119
 
 
 
 -Net Cash Flows Used in Operating Activities
 
 
 (50,653)
 
 
 
 (30,912)Net Cash Flows from Investing ActivitiesOther investments
 
 
 41,579
 
 
 
 (1,541)New Cash Flows Used in Investing Activities
 
 
 41,579
 
 
 
 (1,541)Net Cash Flows from Financing ActivitiesLoan from related parties
 
 
 (18,748)
 
 
 
 (14,628)Common Stock
 
 
 -
 
 
 
 301Additional Paid-In Capital
 
 
 -
 
 
 
 51,799Primetrust Fundamerica
 
 
 25,694
 
 
 
 -New Cash Flows from Financing Activities
 
 
 6,946
 
 
 
 37,472Net Change in Cash:
 
 
 (2,128)
 
 
 
 5,019Beginning cash:
 
 
 10,878
 
 
 
 1,393Ending Cash:
 
 $
 8,750
 
 
 $
 6,412Supplemental Disclosures of Cash Flow Information:Cash paid for interest
 
 $
 488
 
 
 $
 344Cash paid for tax
 
 $
 -
 
 
 $Supplemental Disclosures of Non-Cash Financing ActivitiesShares issued to settle accounts payable
 
 $
 -
 
 
 $
 -Shares issued to settle accruals - related parties
 
 $
 
 
 
 $The accompanying notes are an integral part of these
  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 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 CBD and
Biopharma assets and operations.  The Company seeks to revolutionize and
standardize the pharmaceuticals and non-pharmaceutical CBD products formulation
and applications across the CBD market in the United States of America  The current structure of
the Company resulted from a purchase of voting control of the Company by
Cannabinoid Biosciences, Inc. (CBDZ), which CBDZ spun out to its shareholders
prior to becoming an operating subsidiary of Kid Castle.  Prior to the above
mentioned change of control transaction, 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, the company sold one (1)
million shares of its preferred shares (one preferred share is convertible
1,000 share of common stocks) of the company to Cannabinoid Biosciences, Inc.,
a California corporation. The issuance of the preferred shares to Cannabinoid
Biosciences, Inc gave to Cannabinoid Biosciences, Inc, the controlling vote to
control and dominate the affairs of the company.  Following the share sales to
Cannabinoid Biosciences, Inc., the purchaser immediately converted 70,000 of
the preferred shares for 70,000,000 shares of the Company's current outstanding
shares of common stock.  Following the change of control, all the former
officers of company resigned their appointments and Mr. Frank I Igwealor was
appointed as the Company's Chief Executive Officer, Chief Financial Officer and
Chairman of the Board of Directors effective October 23, 2019.  Furthermore,
Mr. Igwealor, Dr. Solomon SK Mbagwu, MD, and Ms. Patience C Ogbozor were also
nominated as new director of the Company.  Furthermore, on November 8, 2019, Cannabinoid
Biosciences, Inc., elected to convert 830,000 of the preferred shares for it
purchased from Kid Castle on October 21, 2019 into 830,000,000 shares of the
Company's current outstanding shares of common stock.  The acquisition of control by Cannabinoid
Biosciences, Inc. transformed our business model by incorporating the business
plan of CBDZ whose stated intention was to merge into Kid Castle in a
transaction that would make CBDZ a subsidiary of Kid Castle.  This acquisition
of control brought the Company into the following areas of 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 farmbill compliant hemp biomass; (3) Partnerships with extract
facilities across the U.S. who manufacture hemp-based ingredients to meet the
specific needs financial products in form of asset-backed loans, business
property mortgages and other financial products to qualified
individuals/businesses in the legal-CBD businesses.


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Henceforth, the Company will prioritize establishment
of CBD process control, protocols, and formulations standardization.  The
Company will step up and pioneer the process to standardize and reorganize this
market, establish process control (benchmarks and protocols), and create
formulation standards for the CBD industry. Through Kid Castle, CBDZ seeks to
control the production and distribution of verities of consumer cannabidiol
(CBD) formulation under private brands in the United States. CBDZ’s goal is to
bring standardization to the CBD industry, the same way that John D
Rockefeller’s Standard Oil brought standardization to crude refining in the
United States in the nineteenth century.  Our process standardization 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.  Kid Castle is a biopharmaceutical and
agricultural holding company that seeks to become the first publicly-traded
“pure-play” vertically integrated “2018 Farm Bill” compliant CBD operation in
America.  Kid Castle seeks to revolutionize and standardize the pharmaceuticals
and non-pharmaceutical CBD products formulation and applications across the CBD
market in the United States of America. In addition, Kid Castle seeks to engage
in the discovery, development and commercialization of cures and novel
therapeutics from proprietary cannabinoid, cannabidiol, endocannabinoids,
phytocannabinoids, and synthetic cannabinoids product platform for specific
treatments in a broad range of disease areas.  Prior to its current rebranding,
Kid Castle used to be a children education enterprise based in, and with major
operations in Taiwan, Republic of China.  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 business or income and for the three months ended
March 31, 2020, we reported $0.00 income and an accumulated deficit of $7,851,822
as of March 31, 2020. These conditions raise substantial doubt about our ability
to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of these uncertainties. Our ability to continue as
a 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 ofAmerica and have been
consistently applied. The Company has elected a calendar year of December 31
year-end.


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Principles
of Consolidation  The consolidated financial statements
include the Company and Cannabinoid Biosciences, Inc. All inter-company
accounts have been eliminated during consolidation.  Use
of Estimates  The preparation of financial statements in conformity with
generally accepted accounting principles (“GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.  Cash
and Cash Equivalents  We maintain cash balances in a non-interest-bearing account
that currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with a maturity of
three months or less are considered to be cash equivalents. As of March 31,
2020 and December 31, 2019 we did maintain $8,750 and $10,878.00 balance of
cash equivalents respectively.  Financial
Instruments  The estimated fair values for financial
instruments were determined at discrete points in time based on relevant market
information. These estimates involved uncertainties and could not be determined
with precision. The carrying amount of the our accounts payable and accruals,
our accruals- related parties and loans – related parties approximate their
fair values because of the short-term maturities of these instruments.  Fair
Value Measurements:  ASC Topic 820, Fair Value Measurements and
Disclosures ("ASC 820"), provides a comprehensive framework for
measuring fair value and expands disclosures which are required about fair
value measurements.  Specifically, ASC 820 sets forth a definition of
fair value and establishes a hierarchy prioritizing the inputs to valuation
techniques, giving the highest priority to quoted prices in active markets for
identical assets and liabilities and the lowest priority to unobservable value
inputs.  ASC 820 defines the hierarchy as follows:  Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reported date. The
types of assets and liabilities included in Level 1 are highly liquid and actively
traded instruments with quoted prices, such as equities listed on the New York
Stock Exchange.  Level 2 – Pricing inputs are other than
quoted prices in active markets but are either directly or indirectly
observable as of the reported date.  The types of assets and
liabilities in Level 2 are typically either comparable to actively traded
securities or contracts or priced with models using highly observable inputs.


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Level 3 –
Significant inputs to pricing that are unobservable as of the reporting date.  The
types of assets and liabilities included in Level 3 are those with inputs
requiring significant management judgment or estimation, such as complex and
subjective models and forecasts used to determine the fair value of financial
transmission rights.  Our financial instruments consist of
accounts payable and accruals and our accruals- related parties. The
carrying amount of the out accounts payable and accruals, accruals- related
parties and loans – related parties approximates their fair values because of
the short-term maturities of these instruments.  Related
Party Transactions:  A related party is generally defined as
(i) any person that holds 10% or more of our membership interests including
such person's immediate families, (ii) our management, (iii) someone that
directly or indirectly controls, is controlled by or is under common control
with us, or (iv) anyone who can significantly influence our financial and
operating decisions. A transaction is considered to be a related party
transaction when there is a transfer of resources or obligations between
related parties.  During the period under review, the Company paid rent
$14,298.67 to a company that is controlled by the Company’s majority
stockholder.  Leases:  In February 2016, the FASB issued ASU
2016-02, "Leases" that requires for leases longer than one year, a
lessee to recognize in the statement of financial condition a right·of·use
asset, representing the right to use the underlying asset for the lease term,
and a lease liability, representing the liability to make lease payments. The
accounting update also requires that for finance leases, a lessee recognize
interest expense on the lease liability, separately from the amortization of
the right-of-use asset in the statements of earnings, while for operating
leases, such amounts should be recognized as a combined expense. In addition,
this accounting update requires expanded disclosures about the nature and terms
of lease agreements. The Company has reviewed the new standard and does not
expect it to have a material impact to the statement of financial condition or
its net capital.  Income
Taxes:  The provision for income taxes is computed
using the asset and liability method, under which deferred tax assets and
liabilities are recognized for the expected future tax consequences of
temporary differences between the financial reporting and tax bases of assets
and liabilities, and for operating losses and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using the currently enacted
tax rates that apply to taxable income in effect for the years in which those
tax assets are expected to be realized or settled. We record a valuation
allowance to reduce deferred tax assets to the amount that is believed more
likely than not to be realized.  Uncertain
Tax Positions:  We evaluate tax positions in a two-step process.
We first determine whether it is more likely than not that a tax position will
be sustained upon examination, based on the technical merits of the position.
If a tax position meets the more-likely-than-not recognition threshold it is
then measured to determine the amount of benefit to recognize in the financial
statements. The tax position is measured as the largest amount of benefit that
is greater than 50% likely of being realized upon ultimate settlement. We
classify gross interest and penalties and unrecognized tax benefits that are
not expected to result in payment or receipt of cash within one year as long
term liabilities in the financial statements.


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Revenue Recognition:  The Company recognizes revenue in accordance with the
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 606, Revenue from Contracts with Customers, which requires that five
basic steps be followed to recognize revenue: (1) a legally enforceable
contract that meets criteria standards as to composition and substance is
identified; (2) performance obligations relating to provision of goods or
services to the customer are identified; (3) the transaction price, with
consideration given to any variable, noncash, or other relevant consideration,
is determined; (4) the transaction price is allocated to the performance
obligations; and (5) revenue is recognized when control of goods or services is
transferred to the customer with consideration given, whether that control
happens over time or not. Determination of criteria (3) and (4) are based on
our management’s judgments regarding the fixed nature of the selling prices of
the products and services delivered and the collectability of those
amounts. The adoption of ASC 606 did not result in a change to the
accounting for any of the in-scope revenue streams; as such, no cumulative
effect adjustment was recorded.  During the  three months ended March 31,
2020or 2018, the Company did recognized revenue of $6,189 and $0.00
respectively.  Advertising
Costs:  We expense advertising costs when advertisements occur.During the three months
ended March 31, 2020, the Company did recognizedadvertising
costsof $10,525 compared to
$5,473 it spent in three months ended March 31 2019.   Stock
Based Compensation:  The cost of equity instruments issued to non-employees in
return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”
for goods and services is measured by the fair value of the goods or services
received or the measurement date fair value of the equity instruments issued,
whichever is the more readily determinable. Measurement date for non-employees
is the earlier of performance commitment date or the completion of services.
The cost of employee services received in exchange for equity instruments is
based on the grant date fair value of the equity instruments issued in
accordance with ASC 718 “Compensation - Stock Compensation.”  Net
Loss per Share Calculation:  Basic net loss per common share ("EPS") is computed
by dividing loss available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted earnings per share
is computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Dilutive loss per
share excludes all potential common shares if their effect is anti-dilutive.  No potentially dilutive debt or equity instruments were
issued or outstanding during the three months ended March 31, 2020.  Subsequent
Events:  Pursuant to ASC 855-10, the Company has evaluated all events
or transactions that occurred from January 1, 2020 to April 02, 2020.  The
Company did not have any material recognizable subsequent events that required
disclosure in these financial statements.


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NOTE 4. COMMITMENTS &
CONTINGENCIES Legal Proceedings We were not subject to
any legal proceedings the years ended  March 31, 2020 and to the best of our
knowledge, no legal proceedings are pending or threatened. The Company has no real
property and do not presently owned any interests in real estate. In January
2019, the Company entered into lease agreement with Poverty Solutions Inc., to
lease office space at $2,400 - $550 per month.  As at March 31, 2020, the Company
has spent a total of $22,476 on rent which was paid to Poverty Solutions to
sublet office space for the company operations.   The Company’s executive,
administrative and operating offices are located at 370 Amapola Ave, Suite
200A, Torrance, CA 90501. From
time to time, the Company may be involved in certain legal actions and claims
arising in the normal course of business. Management is of the opinion that
such matters will be resolved without material effect on the Company’s
financial condition or results of operations.  Contractual Obligations  We were not subject to any contractual
obligations during the three months ended March 31, 2020.   NOTE
5. ACCRUALS - RELATED PARTIES  N/A  NOTE
6. LOANS- RELATED PARTIES  N/A  NOTE
7. 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 December 31, 2019 and December 31, 2018 based on
estimates of recoverability. While the Company has optimistic plans for its
business strategy, it determined that such a valuation allowance was necessary
given the current and expected near term losses and the uncertainty with
respect to its ability to generate sufficient profits from its business model.  We did not provide any current or deferred
US federal income tax provision or benefit for any of the periods presented in
these financial statements because we have accumulated substantial operating
losses over the years.  When it is more likely than not, that a tax asset
cannot be realized through future income, we must record an allowance against
any future potential future tax benefit.  We have provided a full
valuation allowance against the net deferred tax asset, consisting of net
operating loss carry forwards, because management has determined that it is
more likely than not that we will not earn income sufficient to realize the
deferred tax assets during the carry forward periods.


---



The Company has not taken a tax position
that, if challenged, would have a material effect on the financial statements
for the three months ended March 31, 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 March
31, 2020 and December 31, 2019:  Percent
 
 
 31-Mar-20
 
 
 31-Dec-19Federal statutory rates
 
 34
 %
 
 $
 (2,669,619)
 
 
 $
 (2,652,357)State income taxes
 
 5
 %
 
 
 (392,591)
 
 
 
 (390,052)Permanent differences
 
 -0.5
 %
 
 
 39,259
 
 
 
 39,005Valuation allowance against net deferred tax assets
 
 -38.5
 %
 
 
 3,022,951
 
 
 
 3,003,404Effective rate
 
 0
 %
 
 $
 -
 
 
 $
 -
   At March 31, 2020 and December 31, 2019,
the significant components of the deferred tax assets are summarized below:  31-Mar-20
 
 31-Dec-19Deferred income tax assetNet operation loss carryforwards
 
 (7,851,822)
 
 
 
 (7,801,050)Total deferred income tax asset
 
 3,062,210
 
 
 
 3,042,409Less: valuation allowance
 
 (3,062,210)
 
 
 
 (3,042,409)Total deferred income tax asset
 $
 -
 
 
 $
 -
 The Company has recorded as of March 31, 2020 and December 31, 2019,
a valuation allowance of  $3,062,210 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 $3,062,210 as at March 31, 2020 increased
by $56,138 compared to December 31, 2019 of $3,042,409, as a result of the
Company generating additional net operating losses of $50,772. The Company conducts an analysis of its tax positions and has
concluded that it has no uncertain tax positions as of December 31, 2019 and
2018. The Company has net operating loss
carry-forwards of approximately $7,851,822. Such amounts are subject to IRS
code section 382 limitations and expire in 2033.   NOTE
8. RECENTLY ACCOUNTING PRONOUNCEMENTS


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


---



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


---



We have reviewed all the recently issued, but not yet
effective, accounting pronouncements. Management does not believe that any
recently issued, but not yet effective, accounting standards could have a
material effect on the accompanying financial statements. As new accounting
pronouncements are issued, we will adopt those that are applicable under the circumstances.   NOTE
9. SHAREHOLDERS’ DEFICIT  Preferred
Stock  As of  March 31, 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 100,000 and 1,000,000
shares of preferred stock were issued and outstanding as at March 31, 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 March 31, 2020 andDecember 31,2019 respectively.  Three months ended March 31, 2020  The Company has issued 922,324,706 and 2,324,706
shares of our common stock to more than 2,500 shareholders as at March 31, 2020
andDecember 31,2019
respectively.  Warrants  No warrants were issued or outstanding as
at March 31, 2020 andDecember 31,2019 respectively.  Stock
Options  The Company has never adopted a stock
option plan and has never issued any stock options.  NOTE 10.
SUBSEQUENT EVENTS  The Company evaluated subsequent events afterAugust 5through 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 engages in rollup and consolidation of CBD and
Biopharma assets and operations.  The Company seeks to standardize the
pharmaceuticals and non-pharmaceutical CBD products formulation and
applications across the CBD market in the United States of America.    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.  Because the Company 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.  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.


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Basis of Presentation  The audited financial statements for our
fiscal years ended December 31, 2019 and 2018 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 audited financial statements. All such adjustments are
of a normal recurring nature.  Overview  On October 21, 2019, the company sold one (1)
million shares of its preferred shares (one preferred share is convertible
1,000 share of common stocks) of the company for $55,000 to Cannabinoid
Biosciences, Inc., a California corporation. The issuance of the preferred
shares to Cannabinoid Biosciences, Inc gave to Cannabinoid Biosciences, Inc,
the controlling vote to control and dominate the affairs of the company.  Following the share sales to Cannabinoid
Biosciences, Inc., the purchaser converted 70,000 of the preferred shares for
70,000,000 shares of the Company's current outstanding shares of common stock. 
Following the change of control, all the former officers of company resigned
their appointments and Mr. Frank I Igwealor was appointed as the Company's
Chief Executive Officer, Chief Financial Officer and Chairman of the Board of
Directors effective October 23, 2019.  Furthermore, Mr. Igwealor, Dr. Solomon
SK Mbagwu, MD, and Ms. Patience C Ogbozor were also nominated as new director
of the Company.  Furthermore, on November 8, 2019,
Cannabinoid Biosciences, Inc., elected to convert 830,000 of the preferred
shares for it purchased from Kid Castle on October 21, 2019 into 830,000,000
shares of the Company's current outstanding shares of common stock.  The current structure of the Company
resulted from a purchase of voting control of the Company by Cannabinoid
Biosciences, Inc. (CBDZ), which CBDZ spun out to its shareholders prior to
becoming an operating subsidiary of Kid Castle.  After the closing of the transaction, Cannabinoid
Biosciences, Inc.’s board voted to spin the shares out to its shareholders.  Cannabinoid
Biosciences, Inc. itself was then sold to the Company to become its operating
subsidiary.  We used the acquisition
of method of accounting for acquisition of subsidiaries by the Group method to
account for the purchase ofCannabinoid
Biosciences, Inc.The cost of the acquisition was
measured as the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange.  Strategy  The acquisition of control by the
shareholders of Cannabinoid Biosciences, Inc. and subsequent rollup of CBDZ
into the Company transformed our business model by incorporating the business plan
of CBDZ whose stated intention was to merge into Kid Castle in a transaction
that would make CBDZ a subsidiary of Kid Castle.  This acquisition brought the
Company into the following areas of 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.  The Company (“CBDZ and KDCE” or “KDCE” or
“CBDZ”) will prioritize establishment of CBD process control, protocols, and
formulations standardization.  The Company will step up and pioneer the process
to standardize and reorganize this market, establish process control
(benchmarks and protocols), and create formulation standards for the CBD
industry. Through Kid Castle, CBDZ seeks to control the production and
distribution of verities of consumer cannabidiol (CBD) formulation under
private brands in the United States. Our process standardization 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.


---



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 businessand 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 and sellers 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.  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 March 31, 2020,
pending when we could formalize an employment contract for
him.   In addition to Mr. Igwealor, we have three part-time unpaid
staff who helps with bookkeeping and administrative chores.  Most of our
part-time staff, officers, and directors will devote their time as needed to
our business and are expect to devote at least 15 hours per week to our
business operations.  We plan on formalizing employment contract for those
staff currently helping us without pay.  Furthermore, in the immediate future,
we intend to use independent contractors and consultants to assist in many
aspects of our business on an as needed basis pending financial resources being
available. We may use independent contractors and consultants once we receive
sufficient funding to hire additional employees. Even then, we will principally
rely on independent contractors for substantially all of our technical and
marketing needs.  The
Company has no written employment contract or agreement with any person.
Currently, we are not actively seeking additional employees or engaging any
consultants through a formal written agreement or contract. Services are
provided on an as-needed basis to date. This may change in the event that we
are able to secure financing through equity or loans to the Company.  As our
company grows, we expect to hire more full-time employees. 
  Results of Operations  Results of Operations for the Three Months ended
March 31, 2020, as Compared to same Period of  March 31, 2019  Revenues ―The Company recorded $0 in revenue for the three months ended
March 31, 2020 as compared to $0.00 for the same period of March 31, 2019.  Operating Expenses― Total operating expenses for the three months ended March
31, 2020 was $50,772 as compared to $30,912 for the three months ended March
31, 2019, due to increased operating activities during the period ended March
31, 2020.  Net Loss ―Net loss for three months ended March 31, 2020 was $50,772, as
compared to net loss of $30,912 for the three months ended March 31, 2019.  Accumulated Deficit – As atMarch 31, 2020, we have accumulated deficit of $7,851,822 compared to
accumulated deficit of $7,801,050 as at December 31, 2019.  Liquidity and Capital Resources  Cash
and Cash Equivalent– As atMarch 31, 2020, we had $10,879 cash on hand compared to $10,879 as
atDecember 31, 2019.  Other
Current Assets– Receivables - as atMarch 31, 2020, we had $8,620
in account receivable compared to $8,620 as atDecember 31, 2019.  Other
Assets–  As atMarch 31, 2020, we had $41,579 of investment in a private company
compared to $41,579 as atDecember 31, 2019.  Related
parties liabilities- AsatDecember 31, 2019, we had $41,559 balance from
advances from related compared to $4,101 as atDecember 31, 2018.


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For the three months
period ended March 31, 2020, the Company used $50,653 on operating activities,
generated cash of $41,579 from investing activities, and generated $6,946 from
financing activities, resulting in a net cash decrease of $2,128 and a cash
balance of $8,750 for the period. For the three months period ended March 31,
2019, the Company used cash of $30,912 in operating activities, used cash of
$1,541 for investing activities and obtained cash of $37,472 from financing
activities, resulting in an increase in cash of $5,019 and a cash balance of
$6,412 at the end of that period.  Total Notes Payable for related and unrelated parties increased by
$49,424 of which $25,694 was from unrelated parties.  As of March 31, 2020, the Company had a cash balance of $8,750
(i.e. cash is used to fund operations). The Company does not believe our
current cash balances will be sufficient to allow us to fund our operating plan
for the next twelve months. Our ability to continue as a going concern is dependent
on us obtaining adequate capital to fund operating losses until we become
profitable. If we are unable to obtain adequate capital, we could be forced to
cease operations or substantially curtail its drug development activities.
These conditions raise substantial doubt as to our ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts and classification of liabilities should we be unable to continue as a
going concern.  Our principal sources of liquidity in the past has been cash
generated from loans to us by our major shareholder. In order to be able to
achieve our strategic goals, we need to further expand our business and
implement our business plan.  To continue to develop our business plan and
generate sales, significant capital has been and will continue to be required.
Management intends to fund future operations through private or public equity
and/or debt offerings. We continue to engage in preliminary discussions with
potential investors and broker-dealers, but no terms have been agreed upon.
There can be no assurances, however, that additional funding will be available
on terms acceptable to us, or at all. Any equity financing may be dilutive to
existing shareholders. We do not currently have any contractual restrictions on
our ability to incur debt and, accordingly we could incur significant amounts
of indebtedness to finance operations. Any such indebtedness could contain
covenants which would restrict our operations.  Our financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of these uncertainties. Our ability to continue as
a going concern is dependent upon our ability to raise additional debt or
equity funding to meet our ongoing operating expenses and ultimately in merging
with another entity with experienced management and profitable operations. No
assurances can be given that we will be successful in achieving these
objectives.  We have not established revenue generating
operations and will be dependent upon obtaining financing to pursue any future
extensive acquisitions and activities.The
revenues, if any, generated from our operations or acquisitions may not be
sufficient to fund our operations or planned growth. We will require additional
capital to continue to operate our business, and to further expand our
business. Sources of additional capital through various financing transactions
or arrangements with third parties may include equity or debt financing, bank
loans or revolving credit facilities. We may not be successful in locating
suitable financing transactions in the time period required or at all, and we
may not obtain the capital we require by other means.  We
will now be obligated to file annual, quarterly and current reports with the
SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002
(“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the
Public Company Accounting Oversight Board have imposed various requirements on
public companies, including requiring changes in corporate governance
practices. We expect these rules and regulations to increase our legal and
financial compliance costs and to make some activities of ours more time-
consuming and costly. In order to meet the needs to comply with the
requirements of the Securities Exchange Act, we will need investment of
capital.


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Off-Balance Sheet Arrangements  As of March 31, 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 March 31, 2020. Based upon an evaluation of the
effectiveness of disclosure controls and procedures, our Chief Executive
Officer and Interim Chief Financial Officer has concluded that as of the end of
the period covered by this Quarterly Report, our disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act)
were not effective because of the material weaknesses described below, in order
to provide reasonable assurance that information required to be disclosed in
our Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified by the rules and forms of the SEC and is accumulated
and communicated to management, including the Chief Executive Officer and
Interim Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure (see below for further discussion).We had neither
the resources, nor the personnel, to provide an adequate control environment.


---



Due to our limited
resources, the following material weaknesses in our internal control over
financial reporting continued to exist at March 31, 2020:  ●
 we
  do not have written documentation of our internal control policies and
  procedures. Written documentation of key internal controls over financial
  reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002
  (the “Sarbanes-Oxley Act”);●
 we
  do not have sufficient segregation of duties within accounting functions,
  which is a basic internal control. Due to our limited size and early stage
  nature of operations, segregation of all conflicting duties may not always be
  possible and may not be economically feasible; however, to the extent
  possible, the initiation of transactions, the custody of assets and the
  recording of transactions should be performed by separate individuals;●
 we
  do not have an independent audit committee of our Board of Directors;●
 insufficient
  monitoring and review controls over the financial reporting closing process,
  including the lack of individuals with current knowledge of GAAP that led to
  the restatement of our previously issued financial statements; and●
 we
  continue to outsource the functions of controller on an interim basis to
  assist us in implementing the necessary financial controls over the financial
  reporting and the utilization of internal management and staff to effectuate
  these controls.
  We believe that these material weaknesses primarily related, in
part, to our lack of sufficient staff with appropriate training in GAAP and SEC
rules and regulations with respect to financial reporting functions, and the
lack of robust accounting systems, as well as the lack of sufficient resources
to hire such staff and implement these accounting systems.  If and when our
financial resources allow, we plan to take a number of actions to correct these
material weaknesses including, but not limited to, establishing an audit
committee of our Board of Directors comprised of three independent directors,
hiring a full-time Chief Financial Officer, adding experienced accounting and
financial personnel and retaining third-party consultants to review our internal
controls and recommend improvements.  It should be noted
that any system of controls, however well designed and operated, can provide
only reasonable and not absolute assurance that the objectives of the system
are met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of certain events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.  Changes in Internal Control Over
Financial Reporting  There were no
material changes in our internal control over financial reporting (as defined
in Rule 13a- 15(f) under the Exchange Act) that occurred as of March 31, 2020,
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.  CEO and CFO Certifications


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Exhibits 31.1 and
31.2 to this Quarterly Report are the Certifications of the Chief Executive
Officer and the Interim Chief Financial Officer, respectively. These
Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this
Quarterly Report, which you are currently reading, is the information
concerning the Evaluation referred to above and in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.   PART II - OTHER
INFORMATION  ITEM 1. Legal Proceedings  There are no legal
proceedings that have occurred within the past ten years concerning our
directors or officers which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one’s participation
in the securities or banking industries, or a finding of securities or
commodities law violations.  From
time to time we may be involved in litigation relating to claims arising out of
the operation of our business in the normal course of business. Other than as
described below, as of the date of this Registration Statement we are not aware
of potential dispute or pending litigation and are not currently involved in a
litigation proceeding or governmental actions the outcome of which in
management’s opinion would be material to our financial condition or results of
operations. An adverse result in these or other matters may have, individually
or in the aggregate, a material adverse effect on our business, financial
condition or operating results.  On February 20, 2019, Plaintiff Maria De Lourdes Perez filed a
complaint against defendants City of Carson, Goldstein Franklin, Inc., Frank
Igwealor, Healthy Foods Markets, LLC, Optimal Foods, LLC, and Blockchain
Capital LLC.  The complaint alleged statutory liability pursuant to government
code section 835, gross negligence, and premises liability for a trip-and-fall
that occurred on April 11, 2018 at a property owned and controlled by Healthy
Foods Markets, LLC. Defendants Goldstein Franklin, Inc., Frank Igwealor,
Optimal Foods, LLC, and Blockchain Capital LLC. had answered the complaint and
also requested a demurrer on the grounds that (1) Defendants are not a proper
party in interest and there was a misjoinder of defendants.  Our attorney has
advised that the complaint would not have an adverse impact on Mr. Igwealor or
the Company because the scope of liability is restricted to healthy Food
Markets, LLC.  As of March 31, 2020, except for the complaint listed above, there
was no material proceeding to which any of our directors, officers, affiliates
or stockholders is a party adverse to us.During the past ten years, no present director,
executive officer or person nominated to become a director or an executive
officer of us:  (1) had
a petition under the federal bankruptcy laws or any state insolvency law filed
by or against, or a receiver, fiscal agent or similar officer appointed by a
court for the business or property of such person, or any partnership in which
he was a general partner at or within two years before the time of such filing,
or any corporation or business association of which he was an executive officer
at or within ten years before the time of such filing;  (2) was
convicted in a criminal proceeding or subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses);


---



(3) was subject to any
order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting his involvement in any of the following activities:  i. acting
as a futures commission merchant, introducing broker, commodity trading advisor
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or
insurance company, or engaging in or continuing any conduct or practice in
connection with such activity;  ii. engaging
in any type of business practice; or  iii. engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state securities
laws or federal commodities laws; or  (4) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of an federal or state authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph (3) (i), above, or to be associated with
persons engaged in any such activity; or  (5) was
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and for which the
judgment has not been reversed, suspended or vacated.   ITEM 2. Unregistered Sales of Equity
Securities and Use of Proceeds  Recent Sales of Unregistered Securities  During the three
months ended March 31, 2020, the Company issued 0 shares of its common stock.  Use of Proceeds of Registered Securities  Not applicable.  Purchases of Equity Securities by Us and
Affiliated Purchasers  During the three
months ended March 31, 2020, the Company has not purchased any equity
securities nor have any officers or directors of the Company.  ITEM 3. Defaults Upon Senior Securities  The Company is not aware of any defaults upon its senior
securities.  ITEM 4. Mine Safety Disclosures  Not applicable.


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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: August 11,
  2020
 By:
 /s/ Frank I
  IgwealorFrank I IgwealorPresident, Chief
  Executive Officer and Interim Chief Financial Officer (Principal Executive
  Officer, Principal Financial Officer and Principal Accounting Officer)


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Exhibit 31.1  CERTIFICATION OF CEO
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002  I, Frank I Igwealor,
certify that:  1. I have reviewed
this Quarterly Report on Form 10-Q of 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: August 11,
2020


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Exhibit 31.2  CERTIFICATION OF CFO
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002  I, Frank I Igwealor,
certify that:  1. I have reviewed
this Quarterly Report on Form 10-Q of 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: August 11,
2020


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Exhibit 32.1  CERTIFICATION OF CEO
AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with
the Quarterly Report of KID CASTLE EDUCATIONAL CORPORATION (the “Company”) on
Form 10-Q for the quarter ended March 31, 2020, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Frank I Igwealor,
the Chief Executive Officer and Interim Chief Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:  (1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2) the information
contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.  /s/ Frank I
  IgwealorFrank I IgwealorPresident, Chief Executive
  Officer and
  Interim Chief
  Financial Officer
  Date:
August 11, 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.