UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2020
Commission File Number: 333-222631
ADORBS
INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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82-3155323
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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234 E. Beech Street, Long Beach, NY
11561
(Address of principal executive offices,
Zip Code)
(516) 544-2812
(Registrant’s telephone number, including
area code)
(Former name, former address and former
fiscal year, if changed since last report)
Securities registered pursuant to Section
12(b) of the Act:
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Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section
12(g) of the Act:
Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 the Securities Act. Yes ☐
No ☒
Indicate by check mark if the Company is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate by check mark whether the
registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
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 ☒ No ☐
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted 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 ☒
No ☐
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 ☐
Aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of June 30, 2020: N/A
The number of shares of the registrant’s
common stock outstanding as of February 9, 2021, was 23,889,500.
TABLE OF CONTENTS
Explanatory Note
This Amendment No.1 to Form 10-K (the “Amendment”)
amends the Form 10-K of Adorbs Inc. that was originally filed with the U.S. Securities and Exchange Commission on February 10, 2021 (“Original
Filing”).
The Amendment is being solely filed to amend the
Company’s audit opinion provided by the Company’s independent registered public account accounting firm to include the year
ended December 31, 2019 which was inadvertently not included in the auditors initial opinion. With the exception of Note 5. “Subsequent
Events” which has been updated to December 9, 2021, this amendment had no impact whatsoever on the Company’s financial statements
or footnotes. For the convenience of the reader, this Amendment sets forth the Original Filing, as amended, in its entirety and does
not modify, amend, or update any other disclosures or information presented in the Original Filing.
Item 1. Business
FORWARD LOOKING STATEMENTS
This
amended annual report on Form 10-K/A (the “Annual Report”) contains certain forward-looking
statements. All statements other than statements of historical fact are “forward-looking
statements” for purposes of these provisions, including any projections of earnings,
revenues, or other financial items; any statements of the plans, strategies, and objectives
of management for future operation; any statements concerning proposed new products, services,
or developments; any statements regarding future economic conditions or performance; statements
of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking
statements are subject to inherent risks and uncertainties, and actual results could differ
materially from those anticipated by the forward-looking statements.
These forward-looking statements involve
significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk
of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as
a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation
to update such forward-looking statements. The following discusses our financial condition and results of operations based upon
our audited financial statements which have been prepared in conformity with accounting principles generally accepted in the United
States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are
stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise
specified, all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer
to the common shares in our capital stock.
As used in this annual report, the terms
“we,” “us,” “our,” the “Company,” “Adorbs” and “our company”
mean Adorbs Inc. and its consolidated subsidiaries, unless otherwise indicated.
ITEM 1. DESCRIPTION OF BUSINESS
Adorbs Inc. (“Adorbs”, or the
“Company”) was incorporated under the laws of the State of Nevada on October 18, 2017. Adorbs is a developmental stage
corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The vision of Adorbs
is bright, basic & comfortable organic clothes, if the price of organic material makes financial sense, including wearable
and comfortable cute clothes, leggings, t-shirt, sweatshirts, skirts, dresses, and onesies (the “Clothing Line”). The
clothing has and will have basic bold colors, such as black, red, orange, yellow, green, grey, blue, purple, and fuchsia. It includes
and will include, a variety of ideas with patch work, appliqué, food, emojis, animals, letters, words. This way, a child
could tell a story about their clothing.
Former management was comprised of two
people, Rebecca Jill Lazar, President; and Michael Lazar, Chief Financial Officer. Due to the development stage of the Company,
Ms. Lazar spent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities
included acting as the Company’s creative designer as well as determining the overall design direction of the company and
its marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores and manufacturers and spent the
time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the
primary operations of the business.
On January 19, 2018, the Company filed
a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was declared effective on March 14, 2018, and
at that time the Company became a fully reporting public company. The Company filed its first Form 10-Q on May 10, 2018, for the
period ended March 31, 2018, and subsequently filed all required reports until through the period ended March 31, 2019. On July
1, 2019, the Company filed a Form 15 to terminate its registration. Despite her best efforts, Ms. Lazar determined during the three
months ended June 30, 2020, that the Company’s business plan was no longer viable. Subsequently, during July 2020, Ms. Lazar
and her husband Michael Lazar resigned their positions executive positions with the Company and gifted their majority shareholdings
for no consideration to Activist Investing LLC, an entity controlled by Michael Lazar’s brother, David Lazar. These shares
were gifted in return for David Lazar’s commitment to provide funding to the Company going forward and for his expertise
in managing and directing distressed companies.
Activist Investing LLC received 11,000,000
shares from Ms. Lazar, and 10,000,000 shares from Michael Lazar for a total of 21,000,000 shares. Based upon 23,889,500 shares
outstanding, this effectively gave David Lazar 87.9% ownership of the Company. Concurrently with the change of control, David Lazar
was appointed as CEO and Director and is currently the only employee, officer, and director of the Company. As a result of these
transactions, the Company become a “blank check” company.
On June 22, 2020, the Company dismissed
Michael Gillespie & Associates, PLLC “Gillespie”) as its independent registered public accounting firm who had
performed the audit of the Company’s 2018 financial statements for the year ended December 31, 2018. Gillespie’s report
on the Company’s financial statements for the year ended December 31, 2018, did not contain any adverse opinions or disclaimers
of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports
included explanatory paragraphs with respect to the Company’s ability to continue as a going concern. During the year ended
December 31, 2018, and through June 21, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K)
with Gillespie on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to satisfaction, would have caused Gillespie to make reference to the subject matter thereof
in connection with its reports for the period ended 2018 or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation
S-K.
On June 22, the Company appointed AJSH
& Co. LLP, a PCOAB registered firm as its independent registered accounting firm who performed the Company’s audit for
the period ended December 31, 2019 and has reviewed its financial statements for the three and nine-month period ended September
30, 2020.
On December 29, 2020, the Company’s
Registration Statement on Form 10-12G was declared effective.
Competitive Business Conditions and
Strategy; Our Position in the Industry
The Company has been a dormant
shell company since approximately July 2019 and under new management is currently seeking investment opportunities.
Patents, Trademarks, Licenses, Agreements,
or Contracts
The Company does not own or license any
registered intellectual property.
Research and Development
The Company engages in no research and
development activities.
Employees
The Company has one employee, David Lazar.
Reports to Security Holders
The public may read and copy any materials
filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
reports and other electronic information regarding Adorbs Inc. and filed with the SEC at http://www.sec.gov.
Smaller Reporting Company Status
We also qualify as a “smaller reporting
company” under Rule 12b-2 of the Exchange Act, which is defined as, among other possible qualifications, a company with a
public equity float of less than $250 million. To the extent that we remain a smaller reporting company at such time as are no
longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are
similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements.
Compliance with Government Regulation
The Company may be subject to a number of foreign and domestic
laws and regulations that could affect companies conducting our business.
Item 1A. Risk Factors
As an “emerging growth company”,
we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
As an “emerging growth company”,
we are not required to provide the information required by this Item.
Item 2. Properties
Adorbs Inc.’s corporate and operational
offices are headquartered at 234 E. Beech Street, Long Beach, NY 11561. Rebecca Lazar, a former officer and director, provides
the office on a rent-free basis.
Item 3. Legal Proceedings
We know of no material, existing or pending
legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party
or has a material interest adverse to our company.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is not traded on any national
exchange.
Dividends
We have never declared or paid any cash
dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion
of our business, and we do not anticipate paying any cash dividends on our common stock.
Recent Sales of Unregistered Securities;
Use of Proceeds From Registered Securities
We did not sell any equity securities which
were not registered under the Securities Act during the year ended December 31, 2020, that were not otherwise disclosed on our
quarterly reports.
Equity Compensation Plans
As of December 31, 2020, we do not have
any equity compensation plans.
Convertible Securities
As of December 31, 2020, we do not have
any outstanding stock options.
Compliance with Section 16(A) of the
Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of
all Section 16(a) reports they file. After review, the Company has determined that David Lazar and Rebecca Lazar did not timely
file the appropriate filings under Section 16(a).
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
None
Item 6. Selected Financial Data
As an “emerging growth company” we are not required
to provide this information.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Overview
For an overview of the business of the
Company, please refer to this Comprehensive Annual Report on Form 10-K to Part I, Item 1 (“Business”).
Going Concern
Our financial statements accompanying this
Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have
no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues
for the immediate future. See “Part II, Item 8, Financial Statements, and Supplementary Data.”
Plan of Operation
We have been dormant since approximately
July 2019. As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures
with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate
any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement
this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that
we will be successful in fully implementing our plan.
Limited Operating History; Need for
Additional Capital
We cannot guarantee we will be successful
in our business operations. We have not generated any revenue since inception. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and
cost increases in supplies and services.
If we are unable to meet our needs for
cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
Off-Balance Sheet Arrangements
We do not have any 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.
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk.
As a “smaller reporting company”,
we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary
Data.
The financial statements and Report of
Independent Registered Public Accounting Firm are listed in the “Index to the Financial Statements” on page F-1 and
included on pages F-2 through F-9, immediately following the signature page of this Comprehensive Annual Report.
Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and
Procedures
Under
the supervision and with the participation of our senior management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, as of the end of the period covered by this Comprehensive
Annual Report on amended Form 10-K/A (the “Evaluation Date”). Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date
that our disclosure controls and procedures were not effective such that the information
relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”)
reports (i) is recorded, processed, summarized and reported within the periods specified
in SEC rules and forms, and (ii) is accumulated and communicated to our management, including
our Chief Executive Officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure. The Company’s former management abandoned all operations
for several years, and only recently did the Company appoint new management to make filings
with the SEC on behalf of the Company.
Management’s Annual Report on
Internal Control Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined
to be effective can provide only reasonable assurance of achieving their control objectives. Our Company has been dormant since
July 2019. As a result our management did not conduct an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2020, and December 31, 2019 based on the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). without such an evaluation,
our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2020,
based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered
to be material weaknesses.
The matters involving internal controls
and procedures that our management considered to be material weaknesses under the standards of the PCAOB were: (1) lack of a functioning
audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with
control objectives; (4) complete lack of management of the company from July 2019 until February 2021; and (5) lack of disclosure
controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with
the review of our financial statements as of December 31, 2020.
Management believes that the material weaknesses
set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management
believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors
results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could
result in a material misstatement in our financial statements in future periods.
This amended Comprehensive Annual Report on Form
10-K/A does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management’s report which was not filed was not subject to attestation by our registered public accounting firm pursuant to an
exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
Changes in Internal Control Over Financial
Reporting
There have been no changes in our internal
control over financial reporting that occurred during the years ended December 31, 2020 and 2019 that have materially affected
or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
All Directors of the Company hold office
until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of
the Company are appointed by the Board of Directors and hold office until their death, resignation or removal from office. The
Directors and Executive Officers, their ages, positions held, and duration as such, are as follows:
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Name
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Position Held with the Company
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Age
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Date First Elected or Appointed
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David Lazar
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CEO, CFO and Director
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30
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July
2020
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David Lazar, 30, has been CEO and Chairman of the Company since
July ,2020. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development,
sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay
Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting
distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes
in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management;
public company management, accounting, audit preparation, due diligence reviews and SEC regulations.
Employment Agreements
We have no formal employment agreement
with David Lazar who is our sole employee, director and officer.
Family Relationships
None.
Involvement in Certain Legal Proceedings
None of our Directors, Executive Officers,
promoters or control persons has been involved in any of the following events during the past 10 years:
1. A petition under the Federal bankruptcy
laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court
for the business or property of such person, or any partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of which he was an Executive Officer at or within two years
before the time of such filing;
2. Such person was convicted in a criminal
proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses;
3. Such person was the subject of any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from, or otherwise limiting, the following activities:
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i.
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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
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ii.
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Engaging in any type of business practice; or
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iii.
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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;
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4. Such person was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise
limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section,
or to be associated with persons engaged in any such activity;
5. Such person was found by a court of
competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment
in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated;
7. Such person was the subject of, or a
party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of:
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i.
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Any Federal or State securities or commodities law or regulation; or
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ii.
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Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
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iii.
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Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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8. Such person was the subject of, or a
party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined
in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member.
Code of Ethics
As of the date of filing, the Company has
not adopted a corporate code of ethics. The Company has never adopted a corporate code of ethics, and the new management of the
Company has not yet made plans to formulate such a code.
Board and Committee Meetings
Our Board of Directors currently consists
of one member, Mr. David Lazar. The Board of Directors held no formal meetings during the year ended December 31, 2020. Until the
Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing
by all the Directors and filed with the minutes of the proceedings of the Directors. Such resolutions consented to in writing by
the Directors entitled to vote on that resolution at a meeting of the Directors are, according to the Nevada General Corporate
Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the Directors duly called and held.
Nomination Process
During
the year ended December 31, 2020, we did not affect any material changes to the procedures
by which our shareholders may recommend nominees to our Board of Directors. Our Board of
Directors does not have a policy with regards to the consideration of any Director candidates
recommended by our shareholders. Our Board of Directors has determined that it is in the
best position to evaluate our company’s requirements as well as the qualifications
of each candidate when the Board of Directors considers a nominee for a position on our Board
of Directors. If shareholders wish to recommend candidates directly to our Board of Directors,
they may do so by sending communications to the President of our Company at the address on
the cover of this amended Comprehensive Annual Report on Form 10-K/A.
Audit Committee
Currently the Company does not have an
Audit Committee. The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals
with pertinent expertise.
Audit Committee Financial Expert
Our Board of Directors does not have a
member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent
expertise.
Item 11. Executive Compensation.
None
Grants of Plan-Based Awards
There were no grants of plan-based awards
during the year ended December 31, 2020.
Outstanding Equity Awards at Fiscal
Year-End
There were no outstanding equity awards
at the year ended December 31, 2020.
Option Exercises and Stock Vested
During our fiscal year ended December 31,
2020, there were no options exercised by our named officer.
Compensation of Directors
We do not have any agreements for compensating
our Directors for their services in their capacity as Directors.
Pension, Retirement or Similar Benefit
Plans
There are no arrangements or plans in which
we provide pension, retirement or similar benefits for Directors or Executive Officers. We have no material bonus or profit-sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our Directors or Executive Officers, except that stock
options may be granted at the discretion of the Board of Directors or a committee thereof.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of January
30, 2021 certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be
the beneficial owner of more than 5% of our common shares, as well as by each of our current Directors and Executive Officers as
a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.
Beneficial ownership has been determined
in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless
otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares
indicated as beneficially owned by them.
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Name of Beneficial Owner
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Common
Stock
Beneficially
Owned (1)
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Percentage
of
Common
Stock
Owned (1)
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David Lazar, Chief Executive Officer, Chief Financial Officer and Director (2)(3)
1185 Avenue of the Americas, 3rd Floor.
New York, New York 10036
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21,000,000
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|
|
87.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Director and Officer (1 person)
|
|
|
21,000,000
|
|
|
|
87.9
|
%
|
|
|
(1)
|
Applicable percentage ownership is based on 23,889,500 shares
of common stock outstanding as of December 31, 2020. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of
common stock that are currently exercisable or exercisable within 60 days of December 31, 2020 are deemed to be beneficially
owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are
not treated as outstanding for the purpose of computing the percentage ownership of any other person.
|
|
|
(2)
|
David Lazar is the only officer, employee, and director of the Company. The common stock is held by Activist Investing LLC. Since March 2018, David Lazar has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. He has full voting and investment control of these shares.
|
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Subsequent to the year ended December 31, 2020
and through the date of filing this amended Comprehensive Annual Report on Form 10-K/A, David Lazar, the Company’s only employee,
Director and Executive Officer extended interest-free demand loans amounting to $31,911.
Director Independence
The Company does not have a separately
designated nominating committee of our Board of Directors. None of our directors is deemed to be independent, as such term is defined
in the listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”).
Item 14. Principal Accounting Fees and
Services.
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
|
December,
|
|
|
December,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Audit Fees
|
|
$
|
6,500
|
|
|
$
|
7,400
|
|
|
Audit-Related Fees
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Tax Fees
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Total
|
|
$
|
6,500
|
|
|
$
|
7,400
|
|
Our Board of Directors pre-approves all
services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors
either before or after the respective services were rendered.
Our Board of Directors has considered the
nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated
to the audit is compatible with maintaining our independent auditors’ independence.
ITEM 15. FINANCIAL STATEMENT AND EXHIBITS
INDEX TO FINANCIAL STATEMENTS
|
A-94/8,
Wazirpur Industrial Area,
Main Ring Road, Delhi-110052
+91
11 45596689
Web
: www.ajsh.in
E-mail
: info@ajsh.in
|
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and Board of Directors of Adorbs, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Adorbs, Inc. (the “Company”) as on December 31, 2020 and December 31, 2019,
the related statements of operations, changes in stockholders’ deficit and cash flows, for the years then ended, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2020 and December 31, 2019, and the results of its
operations and its cash flow for the years then ended, in conformity with accounting principles generally accepted in the United States
of America.
Substantial
Doubt about the Company Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has an accumulated deficit of $137,513 and working capital deficit of $87,883. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this
uncertainty are also described in the Note 2. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audits
provide a reasonable basis for our opinion.
/s/AJSH
& Co LLP
We
have served as the Company’s auditor since 2019.
New
Delhi, India
December
9, 2021
ADORBS INC.
BALANCE
SHEETS
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
13,593
|
|
|
$
|
19,865
|
|
|
Accounts receivable, net
|
|
|
-
|
|
|
|
87
|
|
|
Prepaid and other current assets
|
|
|
-
|
|
|
|
12,089
|
|
|
Inventory
|
|
|
-
|
|
|
|
21,790
|
|
|
Total Current Assets
|
|
|
13,593
|
|
|
|
53,831
|
|
|
Total Assets
|
|
$
|
13,593
|
|
|
$
|
53,831
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accrued payable and accrue liabilities
|
|
$
|
428
|
|
|
$
|
7,783
|
|
|
Due to related parties
|
|
|
101,048
|
|
|
|
69,297
|
|
|
Total current liabilities
|
|
|
101,476
|
|
|
|
77,080
|
|
|
Total liabilities
|
|
|
101,476
|
|
|
|
77,080
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
Common stock, Par Value $.001, 75,000,000 shares authorized, 23,889,500 shares issued and outstanding of shares as of December 31, 2020 and December 31, 2019
|
|
|
23,890
|
|
|
|
23,890
|
|
|
Additional paid in capital
|
|
|
25,740
|
|
|
|
25,740
|
|
|
Accumulated deficit during development stage
|
|
|
(137,513
|
)
|
|
|
(72,879
|
)
|
|
Total Stockholders’ (Deficit)
|
|
|
(87,883
|
)
|
|
|
(23,249
|
)
|
|
Total Liabilities and Stockholders’ (Equity)
|
|
$
|
13,593
|
|
|
$
|
53,831
|
|
The
accompanying notes are an integral part of these financial statements.
ADORBS INC.
STATEMENTS OF OPERATIONS
|
|
|
Year
ended
December 31,
2020
|
|
|
Year ended
December 31,
2019
|
|
|
Revenue
|
|
$
|
222
|
|
|
$
|
17,880
|
|
|
Cost of sales
|
|
|
36
|
|
|
|
5,888
|
|
|
|
|
|
186
|
|
|
|
11,992
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
General and administrative expense
|
|
|
20,470
|
|
|
|
10,993
|
|
|
Professional fees
|
|
|
22,650
|
|
|
|
23,733
|
|
|
Loss on the impairment of inventory
|
|
|
21,754
|
|
|
|
-
|
|
|
Total operating expenses
|
|
|
64,874
|
|
|
|
34,726
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) from operations
|
|
|
(64,688
|
)
|
|
|
(22,734
|
)
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
54
|
|
|
|
148
|
|
|
Income (loss) before provision for income taxes
|
|
|
(64,634
|
)
|
|
|
(22,586
|
)
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
Net (Loss)
|
|
|
(64,634
|
)
|
|
|
(22,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings(loss) per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
23,889,500
|
|
|
|
23,833,236
|
|
The
accompanying notes are an integral part of these financial statements.
ADORBS INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
|
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Retained
|
|
|
Total
Stockholders’
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Earnings
|
|
|
Equity
|
|
|
Balance, December 31, 2018
|
|
|
23,860,000
|
|
|
$
|
23,860
|
|
|
$
|
25,740
|
|
|
$
|
(50,293
|
)
|
|
$
|
(693
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
1,500
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock donations and gifts
|
|
|
28,000
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,586
|
)
|
|
|
(22,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
|
23,889,500
|
|
|
$
|
23,890
|
|
|
$
|
25,740
|
|
|
$
|
(72,879
|
)
|
|
$
|
(23,249
|
)
|
|
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Retained
|
|
|
Total
Stockholders’
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Earnings
|
|
|
Equity
|
|
|
Balance, December 31, 2019
|
|
|
23,889,500
|
|
|
$
|
23,890
|
|
|
$
|
25,740
|
|
|
$
|
(72,879
|
)
|
|
$
|
(23,248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,634
|
)
|
|
|
(64,634
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020
|
|
|
23,889,500
|
|
|
$
|
23,890
|
|
|
$
|
25,740
|
|
|
$
|
(137,513
|
)
|
|
$
|
(87,883
|
)
|
The
accompanying notes are an integral part of the financial statements.
ADORBS INC.
STATEMENTS
OF CASH FLOWS
|
|
|
Year ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(64,634
|
)
|
|
$
|
(22,586
|
)
|
|
Adjustments
to reconcile net income to net cash provided by (used for) operating activities
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
-
|
|
|
|
30
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
87
|
|
|
|
(86
|
)
|
|
Prepaid expenses and other current assets
|
|
|
12,089
|
|
|
|
(12,047
|
)
|
|
Inventory
|
|
|
21,790
|
|
|
|
5,588
|
|
|
Account payable and accrued liabilities
|
|
|
(7,355
|
)
|
|
|
7,227
|
|
|
Deferred revenue
|
|
|
-
|
|
|
|
(10,000
|
)
|
|
Net cash provided by (used for) operating activities
|
|
|
(38,023
|
)
|
|
|
(31,874
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from related party loans
|
|
|
31,751
|
|
|
|
14,838
|
|
|
Net cash provided by (used for) financing activities
|
|
|
31,751
|
|
|
|
14,838
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) In Cash
|
|
|
(6,272
|
)
|
|
|
(17,037
|
)
|
|
Cash At The Beginning Of The Period
|
|
|
19,865
|
|
|
|
36,602
|
|
|
Cash At The End Of The Period
|
|
$
|
13,593
|
|
|
$
|
19,565
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements.
ADORBS INC.
NOTES TO FINANCIAL STATEMENTS
Note 1 – Organization and basis of accounting
Basis of Presentation and Organization
Adorbs Inc. is a Nevada corporation. Adorbs is
a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy.
The Company was incorporated under the laws of the State of Nevada on October 18, 2017. The company office is located at 234 E.
Beech Street, Long Beach, NY 11561. On that date, the Company was authorized to issue 75,000,000 shares of common stock
at $0.001 par value.
The accompanying financial statements are
prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company
is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital,
and research into products which may become part of the Company’s product portfolio. The Company has realized nominal sales
for the year ended December 31, 2020.
The accompanying financial statements have
been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management
of the Company is making efforts to raise additional funding until an amended registration statement relating to an equity funding
facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned
operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful
in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying
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 possible inability of the Company to continue
as a going concern.
Note 2 – Summary of significant accounting assumptions
and policies
Covid-19
In March 2020, the World Health Organization
categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest
of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector
measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and
shelter-in-place, have had a minimal impact on our day to day operations. However this could impact our efforts to enter into a
business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact
will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to
predict the ultimate impact at this time.
Going Concern
The Company has an accumulated deficit
of $137,513 and a working capital deficit of $87,883 as of December 31, 2020, and a working capital deficit of $23,249 as of December
31, 2019. As a result of these factors, management has determined that there is substantial doubt about the Company ability to
continue as a going concern.
These financial statements of the Company
have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization
of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The financial
statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.
Cash and Cash Equivalents
For purposes of reporting within the statements
of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all
highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December
31, 2020 and December 31, 2019, the on hand cash balances were $13,593 and $19,865, respectively.
Prepaid Expenses
Prepaid expenses are recorded at fair market
value. As of December 31, 2020 and 2019, the balances of prepaid expenses were $-0- and $12,089 respectively
Inventory
Inventory, which is comprised of children’s
clothing and is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined
under the first-in, first-out (“FIFO”) method.
The Company evaluates inventory levels
quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess
of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory
that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the
statement of operations in the period that the impairment is first identified. The Company performed its evaluation on September
30, 2020 and December 30, 2020 and determined that due to nominal sales during the last twelve months and due to the ongoing Covid-19
situation an impairment of the inventory was required. As a result during the year ended December 31, 2020 the Company impaired
approximately 100% of its inventory cost and record a write-down of $21,754 which was charged to “loss on the impairment
of inventory” on the Company’s.
Revenue Recognition
The Company recognizes revenues when delivery
of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved
by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any
related receivable is probable.
The Company defers any revenue for which
the product is subject to right of return until such time as the 30 days has elapsed, and no refund will be required. As of December
31, 2020 and 2019, the Company recorded total deferred revenue of $-0- and $-0- respectively
Long-lived assets
The Company accounts for its long-lived
assets in accordance with FASB ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset
may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net
cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying
value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value
or disposal value.
Income Taxes
The Company accounts for income taxes pursuant
to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based
on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The
deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities
generating the differences.
The Company maintains a 100% valuation
allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The
Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into
consideration the Company’s financial position and results of operations for the current period. Future realization of the
deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax
laws. As of December 31, 2020 the Company had a net loss carryforward of approximately $137,000.
Changes in circumstances, such as the Company
generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change
in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value Measurement
The Company values its convertible notes
and amounts due to related partings and short term loans payable under FASB ASC 820 which defines fair value, establishes a framework
for measuring fair value, and expands disclosures about fair value measurements.
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date
(exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability,
including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable,
market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those
inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and
the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy are as follows:
Level 1 – Quoted prices are available
in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions
for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1
primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 - Valuations for assets and liabilities
that can be obtained from readily available pricing sources via independent providers for market transactions involving similar
assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and
valuations are based on observable market data in those markets.
Level 3 – Pricing inputs include
significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed
methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.
Employee Stock-Based Compensation
The Company accounts for stock-based compensation
in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based
payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under
ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of
awards that are expected to vest and will result in a charge to operations.
Estimates
The financial statements are prepared on
the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of December 31, 2020 and December 31, 2019, and expenses for the year ended December
31, 2020 and December 31, 2019. Actual results could differ from those estimates made by management.
Subsequent Event
The Company evaluated subsequent events
through the date when financial statements are issued for disclosure consideration.
Recent Accounting Pronouncements
In February 2016, the FASB issued an accounting
standards update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also
aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB’s
new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification
as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative
disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising
from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods
within fiscal years beginning after December 15, 2020, for non-public entities using a modified retrospective approach. Early
adoption is permitted. The Company is still evaluating the impact that the new accounting guidance will have on its financial statements and related disclosures and has not yet determined the method by which it will adopt the standard.
Note 3 – Related party transactions
During the year ended December 31, 2020,
David Lazar paid accounting and audit expenses on behalf of the Company totaling $31,571 As of December 31, 2020, the Company had
a loan payable of $31,911 to David Lazar. As of December 31, 2020 and December 31, 2019, the Company also had a loan payable of
$69,137, to Rebecca Lazar, the former President and Chief Executive Officer. These loans are both unsecured, non-interest bearing
promissory notes and are payable on demand.
Note 4 – Common stock
The Company is authorized to issue 75,000,000
shares of $.001 par value common stock.
2020
There were no share issuances in 2020.
2019
On February 01, 2019, the Company issued
a total of 1,500 shares of common stock at par to three individuals for consulting services.
On March 22, 2019, the Company donated
a total of 14,000 shares of common stock at part to various charitable organizations. On that same date, the company gifted 14,000
shares of common stock at par to 13 individuals.
All the above securities issued were offered
and issued in reliance upon the exemption from registration pursuant to the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation S promulgated thereunder.
As of December 31, 2020 and 2019, a total
of 23,889,500 and 23,860,000 shares of common stock issued and outstanding.
Note 5 – Subsequent events
In
accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent
events through December 9, 2021 and has determined that it does not have any material subsequent
events to disclose in these financial statements.
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURE
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.
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ADORBS INC.
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Date: December 9, 2021
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By:
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/s/ David Lazar
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David Lazar, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)
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Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Dated: December 9, 2021
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/s/ David Lazar
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David Lazar
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President, Chief Executive Officer and Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial Officer)
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