ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward- looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
DESCRIPTION OF BUSINESS
Brief description of Crona Corp.
The Company was incorporated on October 6, 2016 under the laws of the State of Nevada.
On December 29, 2022, Andrei Gurduiala, former President of Crona Corp. (the “Company”) closed a Share Purchase Agreement (the “Agreement”) that he entered with Chris Brown to sell all his 5,000,000 common shares of the Company to Chris Brown for cash consideration of $500,000.
On December 29, 2022 a change in control of the Company occurred pursuant to the Agreement. Mr. Brown now has voting control over 82.1% of the Company’s issued and outstanding common stock.
On December 29, 2022, the Company received the resignation of Andrei Gurduiala as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director. Also on December 29, 2022, the Company appointed Chris Brown as its President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary.
Effective December 29, 2022, the Company’s new address is 422 Richards Street, Unit 170 Vancouver, BC V6B 2Z4.
On February 3, 2023 the Company filed Articles of Continuance with the Secretary of State for the state of Wyoming. Accordingly, the Company transferred its state of formation from Nevada to Wyoming and became a Wyoming entity. In conjunction with this change of domicile, the Company increased the number of common shares that it is authorized to issue to 1,000,000,000 shares, par value $0.00001 per share.
On February 7, 2023 the Company filed a Certificate of Dissolution with the Secretary of State for the State of Nevada, effectively dissolving the Company’s existence in Nevada. The effective date for the Nevada dissolution is March 17, 2023.
On February 7, 2023, the Company increased the number of directors on its Board of Directors from 1 to 3. On February 7, 2023 the Company appointed Lucille Zdunich and Robert Brown as Directors of the Company.
General description of our activity
On December 29, 2022, the Company entered into an acquisition agreement with Mr. Brown to acquire all assets and business contracts of Zeroblast Services Ltd. In exchange for a cash payment of $100,000. As a result of this acquisition, the Company is moving out of the music-recognition services business and moving into the antimicrobial surface protection services business.
The core business of the Company is the elimination of germs and microbes through disinfection and anti-microbial protection. The global COVID19 pandemic has re-focused our attention in order to keep our, home, work and entertainment areas germ, virus and pathogen free; to reduce the risk of contact spread of infectious diseases. We provide infection control solutions to our customers which include restaurants, emergency vehicles, classrooms, hotels, hospitals, medical clinics, professional sports teams, care homes, industrial sites, offices, fleet vehicles and residential homes. The Company operates a service-based business that deploys a hands-on approach to customer service. A typical service contract evolves as follows: Step 1: Perform test to demonstrate the level of contamination in a target facility. Step 2: Apply a non-toxic coating to kill germs and prevent the spread of viruses for 90 days. Step 3: Educate clients and supply marketing materials to promote the facilities pro-active safety measures. Step 4: Return and re-treat every 90 days. ZeroBlast proprietary process will disinfect 99.9% of germs providing long-lasting protection against the growth of germs for up to 3 months. With over 55 million square feet protected with our non-toxic antimicrobial surface protection, the ZeroBlast process is safe for both human and pet contact within minutes of treatment.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research expenditures since our incorporation.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the services provided in any facility in any jurisdiction which we would conduct activities.
FACILITIES
Our previously leased office is located at Jean-Louis Calderon 31, Bucharest, 030167, Romania. Our current office, effective as of December 29, 2022 is 422 Richards Street, Unit 170, Vancouver, BC V6B 2Z4. Our telephone number is (888) 998-9449.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We have no employees as of the date of this prospectus. Our sole officer and director, Chris Brown currently devotes approximately 20 hours per week to company matters. After receiving funding, Chris Brown plans to devote as much time to the operation of the Company as he determines is necessary for him to manage the affairs of the Company. As our business and operations increase, we will assess the need for full time management and administrative support personnel.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section includes a number of forward-looking statements that reflect our current views regarding the future events and financial performance of Crona Corp.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis) unless the SEC determines that the application of such additional requirements is necessary or appropriate in the public interest, after considering protection of investors, and whether the action will promote efficiency, competition and capital formation; Submit certain executive compensation on matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;”
Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
RESULTS OF OPERATION
Results of Operations for the three months ended March 31, 2023 and 2022:
Revenue and cost of goods sold
For the three months ended March 31, 2023 and 2022, Crona Corp. had not generated any revenue.
Operating expenses
Total operating expenses for the three months ended March 31, 2023 were $103,998. The operating expenses for the three months ended March 31, 2023 included depreciation and amortization expense of $7,950, general and administrative expenses of $3,230, and professional fees of $92,818.
Total operating expenses for the three months ended March 31, 2022 were $5,878. The operating expenses for the three months ended March 31, 2022 included general and administrative expenses of $1,113, professional fees of $4,598, and depreciation expense of $167. The increase in operating expenses during the three months ended March 31, 2023 is due to an increase in activity. The Company made an asset acquisition on December 29, 2022, which resulted in amortization and depreciation expenses incurred (due to the acquisition of equipment and intangibles) during the three months ended March 31, 2023 that was not incurred when compared to the three months ended March 31, 2022. The Company had consulting services during the three months ended March 31, 2023 related to business services and expansion. This has resulted in an increase in professional fees for the three months ended March 31, 2023 compared to the professional fees for the three months ended March 31, 2022.
Net Loss
The net loss for the three months ended March 31, 2023 and 2022 was $110,239 and $5,878 respectively.
The net loss increased for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, because there were increased consulting services, amortization and depreciation expenses when compared to the three months ended March 31, 2022.
Liquidity and Capital Resources
As of March 31, 2023, our total assets were $120,655.
As of March 31, 2023, our total liabilities were $230,241.
As of March 31, 2023, we had a working capital deficit of $101,637
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the three months ended March 31, 2023 net cash flows used in operating activities was $94,618, which consisted of a net loss of $,110,230, depreciation and amortization expense of $7,950, amortization of discount on promissory note of $2,392, interest payable of $3,912 and accounts payable of $1,872.
CASH FLOWS FROM INVESTING ACTIVITIES
For the three months ended March 31, 2023 we generated $0 in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the three months ended March 31, 2023 net cash flows provided by financing activities was $120,807 which was due to the issuance of a convertible promissory note of $116,000 and related party advances of $4,807.
OFF-BALANCE SHEET ARRANGEMENTS
We have 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.