UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 000-56036 MALO HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) | --- | --- | |--------- ...

```markdown PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Malo Holdings Corporation is a blank check and shell company pursuing business combinations for long-term growth, funded by related party advances, with management facing potential conflicts of interest [Business Development](index=5&type=section&id=Business%20Development) This section outlines Malo Holdings Corporation's incorporation and initial focus on organizational efforts and financing - Malo Holdings Corporation was incorporated in Delaware on December 27, 2018, and has since focused on organizational efforts and initial financing[9](index=9&type=chunk) - The Company was formed as a vehicle to pursue a business combination and has not yet identified a specific target or entered into negotiations[9](index=9&type=chunk) [Business of Issuer](index=5&type=section&id=Business%20of%20Issuer) This section defines the Company's status as a "blank check" and "shell company" with minimal assets and operations - The Company is defined as a 'blank check' company by the SEC, meaning it's a development stage company issuing penny stock with no specific business plan or purpose, or whose plan is to merge with an unidentified company[10](index=10&type=chunk) - It also qualifies as a 'shell company' under SEC Rule 12b-2, having no or nominal assets (other than cash) and no or nominal operations[10](index=10&type=chunk) - As of December 31, 2019, the Company had only **$224** in cash, and auditors have raised substantial doubt about its ability to continue as a going concern[10](index=10&type=chunk) [Acquisition Strategy & Criteria](index=5&type=section&id=Acquisition%20Strategy%20%26%20Criteria) This section details the Company's objective for long-term growth through business combinations and its broad criteria for target companies - The Company's principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate, short-term earnings[11](index=11&type=chunk) - The Company will not restrict its potential candidate target companies to any specific business, industry, or geographical location[11](index=11&type=chunk) - Factors considered for potential acquisition targets include growth potential (new technology, market expansion, products), competitive position, management strength, capital requirements, cost of participation, advancement potential, and accessibility of expertise/resources[13](index=13&type=chunk) [Due Diligence](index=6&type=section&id=Due%20Diligence) This section outlines the due diligence process for potential acquisitions and acknowledges limitations due to the Company's resources - Due diligence will involve meetings with target management, facility inspections, and review of financial/other information, conducted by management or unaffiliated third parties[15](index=15&type=chunk)[16](index=16&type=chunk) - The Company's limited funds and lack of full-time management may make a complete and exhaustive investigation impracticable[18](index=18&type=chunk) [Competition & Conflicts of Interest](index=7&type=section&id=Competition%20%26%20Conflicts%20of%20Interest) This section addresses the competitive market for business opportunities and potential conflicts arising from management's involvement in other blank check companies - The Company operates in a highly competitive market for business opportunities, competing against entities with significantly greater financial, technical, and managerial capabilities[20](index=20&type=chunk) - Management is involved with other blank check companies (Peninsula Acquisition Corporation and Olivia Ventures, Inc.), which may lead to conflicts of interest if they pursue the same business opportunities[21](index=21&type=chunk) [Management & Employees](index=8&type=section&id=Management%20%26%20Employees) This section describes the Company's limited employee base, consisting solely of management engaged in outside business activities - The Company currently has no employees apart from its management, who are engaged in outside business activities and will devote limited time to the Company until an acquisition is identified[23](index=23&type=chunk) [Form of Acquisition](index=8&type=section&id=Form%20of%20Acquisition) This section details that acquisitions will likely involve issuing securities, potentially diluting existing stockholders, and may result in a change of control - Acquisitions will likely involve the issuance of Common Stock or other securities, potentially resulting in substantial dilution for existing stockholders[26](index=26&type=chunk) - Transactions are expected to be structured as 'tax-free' reorganizations, which may require a certain percentage of consideration to be voting stock, further causing dilution[26](index=26&type=chunk)[27](index=27&type=chunk) - The present stockholders will likely not retain control of a majority of voting securities post-reorganization, and directors may resign with new appointments without stockholder vote[28](index=28&type=chunk) [Search for Target](index=9&type=section&id=Search%20for%20Target) This section outlines the Company's strategy for identifying acquisition targets, including leveraging affiliates and incurring professional costs - The Company intends to search for a target by contacting various sources including affiliates, lenders, investment banking firms, private equity funds, consultants, and attorneys[30](index=30&type=chunk) - Due to management's affiliation with Montrose Capital, it is expected that Montrose Capital may assist in identifying a business combination target[30](index=30&type=chunk) - Substantial management time and cost for professionals (accountants, attorneys) will be required for investigation and negotiation, with costs depending on factors like transaction complexity and duration[31](index=31&type=chunk) [Emerging Growth Company Status](index=9&type=section&id=Emerging%20Growth%20Company%20Status) This section explains the Company's status as an "emerging growth company" under the JOBS Act, allowing exemptions from certain reporting requirements - The Company is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of exemptions from certain reporting requirements, such as auditor attestation and nonbinding advisory votes on executive compensation[32](index=32&type=chunk)[50](index=50&type=chunk) - The Company has elected to use the extended transition period for complying with new or revised accounting standards, which may make its financial statements not comparable to companies complying with public company effective dates[33](index=33&type=chunk)[51](index=51&type=chunk) - The 'emerging growth company' status will be maintained for up to **five years**, or until revenues reach **$1.07 billion**, non-convertible debt exceeds **$1 billion** in **three years**, or non-affiliate common stock market value exceeds **$700 million**[34](index=34&type=chunk)[52](index=52&type=chunk) - Malo Holdings Corporation was incorporated on December 27, 2018, as a vehicle to pursue a business combination through acquisition or merger[9](index=9&type=chunk)[48](index=48&type=chunk)[117](index=117&type=chunk) - The Company is classified as a 'blank check' and 'shell company' by the SEC, having no specific business plan or purpose other than merging with an unidentified company, and possessing no or nominal assets (other than cash) and operations[10](index=10&type=chunk)[49](index=49&type=chunk) - The principal business objective is to achieve long-term growth potential through a business combination, not immediate short-term earnings, and the company will not restrict target candidates to any specific business, industry, or geographical location[11](index=11&type=chunk)[53](index=53&type=chunk)[118](index=118&type=chunk) - Management and stockholders intend to advance funds as needed to cover costs related to Exchange Act reports and acquisition efforts, but there are no formal agreements requiring such advances[12](index=12&type=chunk)[55](index=55&type=chunk) - The Company's management is involved with other blank check companies (Peninsula Acquisition Corporation and Olivia Ventures, Inc.), which may create conflicts of interest in pursuing business opportunities[21](index=21&type=chunk)[75](index=75&type=chunk) [Item 1A. Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) As a 'smaller reporting company,' Malo Holdings Corporation is not required to provide specific risk factor disclosures under Item 10 of Regulation S-K - The Company is not required to provide risk factor information as it qualifies as a 'smaller reporting company'[36](index=36&type=chunk) [Item 1B. Unresolved Staff Comments](index=9&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As a 'smaller reporting company,' Malo Holdings Corporation is not required to provide information regarding unresolved staff comments - The Company is not required to provide information on unresolved staff comments as it qualifies as a 'smaller reporting company'[36](index=36&type=chunk) [Item 2. Properties](index=9&type=section&id=Item%202.%20Properties) Malo Holdings Corporation does not own or rent any properties, utilizing the office space and equipment of its management at no cost, which is deemed suitable and adequate for its limited needs - The Company neither rents nor owns any properties, utilizing management's office space and equipment at no cost[37](index=37&type=chunk) [Item 3. Legal Proceedings](index=9&type=section&id=Item%203.%20Legal%20Proceedings) There are no pending or threatened legal proceedings against Malo Holdings Corporation, nor are any directors, officers, or significant shareholders involved in material proceedings adverse to the Company - There are no pending or threatened legal proceedings involving the Company or its directors, officers, or affiliates[38](index=38&type=chunk) [Item 4. Mine Safety Disclosures](index=10&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Malo Holdings Corporation - Mine Safety Disclosures are not applicable to the Company[39](index=39&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=10&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Malo Holdings Corporation has **5,000,000** common shares outstanding, held by two stockholders, with no public market or dividends, and a **$68,682.99** promissory note to Mark Tompkins as of December 31, 2019 Capital Stock Overview (as of filing date) | Class | Authorized Shares | Issued & Outstanding Shares | | :------------- | :---------------- | :-------------------------- | | Common Stock | 50,000,000 | 5,000,000 | | Preferred Stock| 5,000,000 | 0 | [Common Stock](index=11&type=section&id=Common%20Stock) This section details the rights of the Company's **5,000,000** outstanding common shares - All **5,000,000** outstanding shares of Common Stock have equal rights, including one vote per share and equal sharing in dividends[40](index=40&type=chunk) [Preferred Stock](index=11&type=section&id=Preferred%20Stock) This section describes the authorization of **5,000,000** shares of Preferred Stock, whose rights can be determined by the board - The Certificate of Incorporation authorizes **5,000,000** shares of Preferred Stock, with rights and preferences determined by the board, which could adversely affect common stockholders[42](index=42&type=chunk) [Dividends](index=11&type=section&id=Dividends) This section states that no dividends have been paid or are intended prior to a business combination - No dividends have been paid on common stock to date, and none are intended prior to a business combination[43](index=43&type=chunk) [Securities Authorized for Issuance under Equity Compensation Plans](index=11&type=section&id=Securities%20Authorized%20for%20Issuance%20under%20Equity%20Compensation%20Plans) This section confirms that the Company has not authorized any securities under an equity incentive plan - The Company has not authorized any securities for issuance under an equity incentive plan[44](index=44&type=chunk) [Recent Sales of Unregistered Securities](index=11&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) This section details the issuance of common stock to Mark Tompkins and Ian Jacobs and a promissory note to Mark Tompkins for advances - On December 27, 2018, **4,750,000 shares** of Common Stock were issued to Mark Tompkins for **$475**, and **250,000 shares** to Ian Jacobs for **$25**[44](index=44&type=chunk) - A promissory note was issued to Mark Tompkins on December 27, 2018, for advances, with a **6%** annual interest rate (**18%** upon default). As of December 31, 2019, **$68,682.99** was due, including **$315.40** in accrued interest[45](index=45&type=chunk) [Issuer Purchases of Equity Securities](index=12&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) This section confirms that the Company has not made any issuer purchases of equity securities - The Company has not made any issuer purchases of equity securities[47](index=47&type=chunk) - There is no public market for the Company's Common Stock, and none is expected until a business combination is completed[41](index=41&type=chunk) - The Company has not paid any dividends and does not intend to prior to a business combination, with future payments contingent on revenues, earnings, and capital requirements[43](index=43&type=chunk) - On December 27, 2018, **4,750,000 common shares** were issued to Mark Tompkins for **$475**, and **250,000 common shares** to Ian Jacobs for **$25**[44](index=44&type=chunk) Promissory Note to Mark Tompkins | Item | Amount (as of Dec 31, 2019) | | :--------------------------------- | :-------------------------- | | Total amount due | $68,682.99 | | Accrued interest | $315.40 | | Interest rate | 6% per annum | | Default interest rate | 18% per annum | [Item 6. Selected Financial Data](index=12&type=section&id=Item%206.%20Selected%20Financial%20Data) As a 'smaller reporting company,' Malo Holdings Corporation is not required to provide selected financial data - The Company is not required to provide selected financial data as it qualifies as a 'smaller reporting company'[47](index=47&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation](index=13&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operation) Malo Holdings Corporation, a blank check/shell company, has no operations or cash flow, relies on related party advances, faces going concern doubt, reported net losses of **$33,936** (2019) and **$35,023** (2018), with minimal liquidity and uncertain COVID-19 impact [Overview of our Business](index=13&type=section&id=Overview%20of%20our%20Business) This section provides an overview of Malo Holdings Corporation's formation as a blank check/shell company and its emerging growth status - Malo Holdings Corporation was incorporated on December 27, 2018, to pursue a business combination through acquisition or merger[48](index=48&type=chunk) - The Company is a 'blank check' and 'shell company' with no specific business plan other than merging with an unidentified company, and no or nominal assets/operations[49](index=49&type=chunk) - The Company is an 'emerging growth company' and has elected the extended transition period for new accounting standards, which may affect comparability of financial statements[50](index=50&type=chunk)[51](index=51&type=chunk) [COVID-19](index=15&type=section&id=COVID-19) This section discusses the global COVID-19 pandemic and its uncertain impact on the Company's operations and financial performance - The COVID-19 outbreak, declared a global pandemic on March 11, 2020, is disrupting supply chains and affecting production/sales across industries[58](index=58&type=chunk) - The extent of COVID-19's impact on the Company's operational and financial performance is uncertain and cannot be predicted at this time[58](index=58&type=chunk) [Liquidity and Capital Resources](index=15&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the Company's minimal liquidity, reliance on financing, and going concern uncertainty Assets and Liabilities (as of December 31) | Metric | 2019 | 2018 | | :----------------- | :---------- | :---------- | | Total Assets | $224 | $25 | | Total Liabilities | $68,683 | $34,548 | - The Company's ability to continue as a going concern depends on generating future profitable operations and/or obtaining necessary financing, with no assurance of additional funding[55](index=55&type=chunk)[60](index=60&type=chunk) Cash Flow Summary | Cash Flow Activity | Year Ended Dec 31, 2019 | Period Dec 27, 2018 (inception) to Dec 31, 2018 | | :---------------------------------- | :---------------------- | :---------------------------------------------- | | Net Cash (Used In) Operating Activities | $(30,786) | $(35,000) | | Net Cash Provided by Financing Activities | $31,010 | $35,000 | | Net Increase in Cash | $224 | $0 | [Issuance of Promissory Note to a Stockholder and Director](index=17&type=section&id=Issuance%20of%20Promissory%20Note%20to%20a%20Stockholder%20and%20Director) This section describes the promissory note issued to Mark Tompkins for advances, including interest rates and the total amount due - A promissory note was issued to Mark Tompkins on December 27, 2018, for advances, with a **6%** annual interest rate (**18%** upon default)[61](index=61&type=chunk) - As of December 31, 2019, the total amount due under the note was **$68,683**, including **$3,173** in accrued interest[61](index=61&type=chunk) [Results of Operations](index=17&type=section&id=Results%20of%20Operations) This section highlights the Company's lack of revenue and net losses, primarily from professional service fees - The Company has not conducted any active operations or generated revenue since inception, focusing solely on locating acquisition candidates[62](index=62&type=chunk) Net Loss Summary | Metric | Year Ended Dec 31, 2019 | Period Dec 27, 2018 (inception) to Dec 31, 2018 | | :------- | :---------------------- | :---------------------------------------------- | | Net Loss | $(33,936) | $(35,023) | - Net losses were primarily comprised of legal, accounting, audit, and other professional service fees, general and administrative expenses, and interest expense[63](index=63&type=chunk) [Off-Balance Sheet Arrangements](index=17&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements - The Company does not have any off-balance sheet arrangements that materially affect its financial condition or results of operations[64](index=64&type=chunk) [Contractual Obligations](index=17&type=section&id=Contractual%20Obligations) This section states that as a 'smaller reporting company,' the Company is not required to provide information on contractual obligations - As a 'smaller reporting company,' the Company is not required to provide information on contractual obligations[65](index=65&type=chunk) [Emerging Growth Company](index=17&type=section&id=Emerging%20Growth%20Company) This section reiterates the Company's election of the extended transition period for new accounting standards under the JOBS Act - The Company has elected the extended transition period for complying with new or revised accounting standards under the JOBS Act, which may impact comparability of financial statements[66](index=66&type=chunk) [Fiscal Year](index=17&type=section&id=Fiscal%20Year) This section specifies the Company's fiscal year end - The Company's fiscal year ends on December 31[67](index=67&type=chunk) - The Company is a 'blank check' and 'shell company' with no current business activities generating cash flow, focused solely on identifying a business combination[49](index=49&type=chunk)[54](index=54&type=chunk) - The Company's ability to continue as a going concern depends on generating future profitable operations and/or obtaining necessary financing, including equity financing through a reverse merger or related party advances[55](index=55&type=chunk) Net Loss and Cash Position | Metric | Year Ended Dec 31, 2019 | Period Dec 27, 2018 (inception) to Dec 31, 2018 | | :----------------------------------- | :---------------------- | :---------------------------------------------- | | Net Loss | $(33,936) | $(35,023) | | Cash (as of Dec 31) | $224 | $0 | - The total amount due under the promissory note to a stockholder was **$68,683** as of December 31, 2019, including **$3,173** in accrued interest, up from **$34,548** (including **$23** interest) in 2018[61](index=61&type=chunk)[134](index=134&type=chunk) - The COVID-19 pandemic, declared a global pandemic on March 11, 2020, has an uncertain extent of impact on the Company's financial condition or results of operations[58](index=58&type=chunk)[138](index=138&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=18&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a 'smaller reporting company,' Malo Holdings Corporation is not required to provide quantitative and qualitative disclosures about market risk - The Company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a 'smaller reporting company'[68](index=68&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=18&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Financial statements and supplementary data are incorporated by reference, located starting on page F-1 of this Annual Report on Form 10-K - Financial statements are located starting on page F-1 of the Annual Report on Form 10-K[69](index=69&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=18&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Malo Holdings Corporation has not had any disagreements with its accountants regarding accounting principles, practices, or financial statement disclosure - There have been no disagreements between the Company and its accountants on accounting principles, practices, or financial statement disclosure[69](index=69&type=chunk) [Item 9A. Controls and Procedures](index=18&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded Malo Holdings Corporation's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with the Company exempt from auditor attestation [Disclosure Controls and Procedures](index=18&type=section&id=Disclosure%20Controls%20and%20Procedures) This section describes the design and effectiveness of the Company's disclosure controls - Disclosure controls are designed to ensure timely and accurate reporting of information required under the Exchange Act[70](index=70&type=chunk) - Given the Company's status as a shell company with nominal operations, the Principal Executive and Financial Officer would be immediately aware of matters requiring disclosure[70](index=70&type=chunk) [Management's Annual Report on Internal Control over Financial Reporting](index=18&type=section&id=Management%27s%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) This section outlines management's responsibility for internal control over financial reporting and its effectiveness - Management is responsible for establishing and maintaining adequate internal control over financial reporting[72](index=72&type=chunk) - The internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting[72](index=72&type=chunk) [Changes in Internal Controls over Financial Reporting](index=18&type=section&id=Changes%20in%20Internal%20Controls%20over%20Financial%20Reporting) This section confirms that no material changes in internal control over financial reporting occurred during the reporting period - No material changes in internal control over financial reporting occurred during the period covered by this 10-K[73](index=73&type=chunk) [Limitations of the Effectiveness of Control](index=18&type=section&id=Limitations%20of%20the%20Effectiveness%20of%20Control) This section acknowledges the inherent limitations of control systems in providing absolute assurance - Control systems provide only reasonable, not absolute, assurance that objectives are met due to inherent limitations[74](index=74&type=chunk) - Management, with the participation of the Principal Executive Officer and Principal Financial Officer, concluded that disclosure controls and procedures were effective as of December 31, 2019[71](index=71&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2019, based on the COSO Internal Control—Integrated Framework (2013)[72](index=72&type=chunk) - As a 'smaller reporting company,' the Company is not subject to auditor attestation on internal controls over financial reporting[72](index=72&type=chunk) [Item 9B. Other Information](index=18&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - No other information is reported under this item[74](index=74&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=19&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Malo Holdings Corporation's management, Ian Jacobs and Mark Tompkins, are associated with Montrose Capital, and the Company lacks standing committees or a Code of Ethics due to its limited operations, planning implementation post-business combination Officers and Directors | Name | Age | Position(s) | | :----------- | :-- | :----------------------------------------------------------------------- | | Ian Jacobs | 42 | President, Chief Executive Officer, Chief Financial Officer, Secretary, Director | | Mark Tompkins| 56 | Director | [Officers and Directors](index=19&type=section&id=Officers%20and%20Directors) This section lists the Company's officers and directors, Ian Jacobs and Mark Tompkins, and their roles - Ian Jacobs serves as President, CEO, CFO, Secretary, and Director, and has similar roles in other blank check companies[75](index=75&type=chunk) - Mark Tompkins serves as a Director and is a founder and President of Montrose Capital[75](index=75&type=chunk) [Significant Employees](index=19&type=section&id=Significant%20Employees) This section states that the Company has no significant employees - The Company has no significant employees[76](index=76&type=chunk) [Family Relationships](index=19&type=section&id=Family%20Relationships) This section confirms the absence of family relationships among directors and executive officers - There are no family relationships among directors and executive officers[76](index=76&type=chunk) [Involvement in Certain Legal Proceedings](index=19&type=section&id=Involvement%20in%20Certain%20Legal%20Proceedings) This section confirms that no directors, executive officers, promoters, or control persons have been involved in certain legal proceedings - No directors, executive officers, promoters, or control persons have been involved in certain legal proceedings (bankruptcy, criminal, judgments) in the past ten years[76](index=76&type=chunk) [Committees](index=19&type=section&id=Committees) This section states that the Company does not have any standing committees - The Company does not have any standing committees[77](index=77&type=chunk) [Conflicts of Interest](index=19&type=section&id=Conflicts%20of%20Interest) This section notes the absence of binding guidelines for resolving potential conflicts of interest - There are no binding guidelines or procedures for resolving potential conflicts of interest[77](index=77&type=chunk) [Code of Ethics](index=19&type=section&id=Code%20of%20Ethics) This section explains that the Company has not adopted a Code of Ethics but plans to do so post-business combination - The Company has not adopted a Code of Ethics due to its limited operations and two-person management, but will recommend its adoption post-business combination[77](index=77&type=chunk) [Corporate Governance](index=20&type=section&id=Corporate%20Governance) This section addresses the lack of nominating or audit committees and plans for their establishment after a business combination - The Company does not have nominating or audit committees due to its current structure and lack of activities[78](index=78&type=chunk) - Committees and procedures for stockholder nominations will be considered once the Company enters a business combination and has more stockholders and an expanded board[78](index=78&type=chunk) - Both Ian Jacobs and Mark Tompkins are associated with Montrose Capital Partners Limited, a firm focused on public markets venture capital investment opportunities in high-growth early-stage companies[75](index=75&type=chunk) - The Company does not have any standing committees (e.g., nominating, audit) or a Code of Ethics due to its limited operations and two-person management structure, but intends to establish them after a business combination[77](index=77&type=chunk)[78](index=78&type=chunk) [Item 11. Executive Compensation](index=21&type=section&id=Item%2011.%20Executive%20Compensation) Malo Holdings Corporation's executive officers and directors, Ian Jacobs and Mark Tompkins, received no compensation from inception through December 31, 2019, and no employee benefit programs have been adopted Executive Compensation (2018-2019) | Name and Position | Year | Salary | Bonus | Option Awards | All other Compensation | Total | | :-------------------------------------------------- | :--- | :----- | :---- | :------------ | :--------------------- | :---- | | Ian Jacobs (President, Secretary, CFO, and Director) | 2019 | None | None | None | None | None | | | 2018 | None | None | None | None | None | | Mark Tompkins (Director) | 2019 | None | None | None | None | None | | | 2018 | None | None | None | None | None | [Compensation Details](index=21&type=section&id=Compensation%20Details) This section confirms that the Company's officers and directors have not received any compensation since inception - The Company's officer and directors have not received any cash or other compensation since inception through the date of filing[81](index=81&type=chunk) [Compensation Committee](index=21&type=section&id=Compensation%20Committee) This section states that the Company does not have a standing compensation committee - The Company does not have a standing compensation committee[84](index=84&type=chunk) - No compensation of any nature has been paid to directors for services rendered in such capacity[81](index=81&type=chunk) - No retirement, pension, profit sharing, stock option, or insurance programs have been adopted for employees[82](index=82&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=21&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Malo Holdings Corporation's common stock is **100%** beneficially owned by its two directors and executive officers, Mark Tompkins (**95%**) and Ian Jacobs (**5%**), with no equity compensation plans authorized Beneficial Ownership of Common Stock (as of filing date) | Name and Address | Amount and Nature of Beneficial Ownership | Percentage of Class | | :-------------------------------------------------- | :---------------------------------------- | :------------------ | | Mark Tompkins (Director) | 4,750,000 | 95% | | Ian Jacobs (President, Secretary, CFO, and Director) | 250,000 | 5% | | All Directors and Officers as a Group (2 individuals) | 5,000,000 | 100% | [Beneficial Ownership Table](index=21&type=section&id=Beneficial%20Ownership%20Table) This section details the beneficial ownership of the Company's common stock by its directors and executive officers - Mark Tompkins beneficially owns **4,750,000 shares** (**95%**) and Ian Jacobs beneficially owns **250,000 shares** (**5%**) of the Company's common stock[86](index=86&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=22&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) This section confirms that no securities have been authorized for issuance under any equity incentive plan - No securities have been authorized for issuance under any equity incentive plan[87](index=87&type=chunk) - The Company has not authorized any securities for issuance under an equity incentive plan[87](index=87&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=23&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Malo Holdings Corporation engaged in related party transactions including common stock issuance to Mark Tompkins and Ian Jacobs, a promissory note to Mark Tompkins for advances, and utilizes management's office space at no cost - On December 27, 2018, **4,750,000 common shares** were issued to Mark Tompkins for **$475**, and **250,000 common shares** to Ian Jacobs for **$25**[88](index=88&type=chunk) - A promissory note was issued to Mark Tompkins on December 27, 2018, for advances, accruing interest at **6%** per annum (18% upon default)[89](index=89&type=chunk) - As of December 31, 2019, Mr. Tompkins had advanced **$65,510** to the Company under the note[89](index=89&type=chunk) - The Company utilizes the office space and equipment of its management at no cost[90](index=90&type=chunk) [Item 14. Principal Accounting Fees and Services](index=23&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Raich Ende Malter & Co. LLP, the independent auditor, billed **$13,000** in audit fees and **$2,000** in tax fees for 2019, with no other fees, and the Company lacks an audit committee for pre-approval - Raich Ende Malter & Co. LLP is the Company's independent registered public accounting firm[91](index=91&type=chunk) Principal Accounting Fees and Services | Fee Type | Year Ended Dec 31, 2019 | Period Inception to Dec 31, 2018 | | :---------------- | :---------------------- | :------------------------------- | | Audit Fees | $13,000 | $4,000 | | Audit-Related Fees| $0 | $0 | | Tax Fees | $2,000 | $2,000 | | All Other Fees | $0 | $0 | [Audit Fees](index=23&type=section&id=Audit%20Fees) This section details the audit fees billed by Raich Ende Malter & Co. LLP for 2019 and 2018 - Audit fees billed by Raich Ende Malter & Co. LLP were **$13,000** for 2019 and **$4,000** for the period from inception to December 31, 2018[92](index=92&type=chunk) [Audit-Related Fees](index=23&type=section&id=Audit-Related%20Fees) This section confirms that no audit-related fees were billed by the independent auditor - No audit-related fees were billed by Raich Ende Malter & Co. LLP for either period[93](index=93&type=chunk) [Tax Fees](index=23&type=section&id=Tax%20Fees) This section details the tax fees billed by Raich Ende Malter & Co. LLP for 2019 and 2018 - Tax fees billed by Raich Ende Malter & Co. LLP were **$2,000** for both 2019 and the period from inception to December 31, 2018[94](index=94&type=chunk) [All Other Fees](index=23&type=section&id=All%20Other%20Fees) This section confirms that no other fees were billed by the independent auditor - No other fees were billed by Raich Ende Malter & Co. LLP for either period[95](index=95&type=chunk) [Audit Committee's Pre-Approval Process](index=23&type=section&id=Audit%20Committee%27s%20Pre-Approval%20Process) This section states that the Company does not have an audit committee for pre-approval processes - The Company does not have a standing audit committee or a committee performing similar functions[96](index=96&type=chunk) - The Company does not have a standing audit committee for pre-approval processes[96](index=96&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=24&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements and exhibits filed as part of the Form 10-K, including the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Deficit, Statements of Cash Flows, Notes to Financial Statements, and various corporate and legal documents [Financial Statements](index=24&type=section&id=Financial%20Statements) This section lists the financial statements included in the Annual Report on Form 10-K - The financial statements include the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements[97](index=97&type=chunk) [Financial Statement Schedules](index=24&type=section&id=Financial%20Statement%20Schedules) This section explains that all financial statement schedules have been omitted as they are not required or applicable - All financial statement schedules have been omitted as they are not required, not applicable, or the information is otherwise included[97](index=97&type=chunk) [Exhibits](index=24&type=section&id=Exhibits) This section lists key exhibits filed with the Annual Report on Form 10-K - Key exhibits include the Certificate of Incorporation, By-Laws, Promissory Note to Mark Tompkins, and Common Stock Purchase Agreements with Mark Tompkins and Ian Jacobs[98](index=98&type=chunk) - The section includes financial statements such as Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements[97](index=97&type=chunk) - Exhibits filed include the Certificate of Incorporation, By-Laws, Promissory Note, Common Stock Purchase Agreements, and certifications (e.g., Section 302 and 906 of Sarbanes-Oxley Act)[98](index=98&type=chunk) Financial Statements [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](index=27&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Raich Ende Malter & Co. LLP issued an unqualified opinion on Malo Holdings Corporation's financial statements for 2019 and 2018, but raised substantial doubt about the Company's ability to continue as a going concern due to incurred losses and negative working capital - The independent auditor, Raich Ende Malter & Co. LLP, issued an opinion that the financial statements present fairly, in all material respects, the financial position and results of operations[103](index=103&type=chunk) - The auditor raised substantial doubt about the Company's ability to continue as a going concern due to incurred losses, negative working capital, and a stockholders' deficit since inception[104](index=104&type=chunk) - The Company is not required to have, nor was the auditor engaged to perform, an audit of its internal control over financial reporting[106](index=106&type=chunk) [BALANCE SHEETS](index=28&type=section&id=BALANCE%20SHEETS) Malo Holdings Corporation's balance sheet as of December 31, 2019, shows total assets of **$224** and total liabilities of **$68,683**, resulting in a total stockholders' deficit of **$(68,459)**, reflecting increased liabilities and deficit from 2018 Balance Sheet Summary (as of December 31) | Item | 2019 | 2018 | | :---------------------------- | :---------- | :---------- | | Total Assets | $224 | $25 | | Cash | $224 | $0 | | Stock subscription receivable | $0 | $25 | | Total Current Liabilities | $68,683 | $34,548 | | Accrued expenses | $3,173 | $23 | | Note payable - stockholder | $65,510 | $34,525 | | Total Stockholders' Deficit | $(68,459) | $(34,523) | - The Company's total assets increased from **$25** in 2018 to **$224** in 2019, while total liabilities more than doubled from **$34,548** to **$68,683**[109](index=109&type=chunk) - The accumulated deficit grew from **$(35,023)** in 2018 to **$(68,959)** in 2019, leading to a larger total stockholders' deficit[109](index=109&type=chunk) [STATEMENTS OF OPERATIONS](index=29&type=section&id=STATEMENTS%20OF%20OPERATIONS) Malo Holdings Corporation reported no revenue and incurred net losses of **$33,936** in 2019 and **$35,023** in 2018, primarily due to general and administrative expenses and interest expense Statements of Operations Summary | Item | For the year ended Dec 31, 2019 | For the period Dec 27, 2018 (inception) to Dec 31, 2018 | | :----------------------------------------- | :------------------------------ | :------------------------------------------------------ | | Revenue | $0 | $0 | | General and administrative expenses | $30,786 | $35,000 | | Loss from operations | $(30,786) | $(35,000) | | Interest expense | $3,150 | $23 | | Net loss | $(33,936) | $(35,023) | | Loss per common share - basic and dilutive | $(0.01) | $(0.01) | - The Company has generated no revenue since its inception[111](index=111&type=chunk) - General and administrative expenses were the primary driver of operating losses, with interest expense also contributing to the net loss[111](index=111&type=chunk) [STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)](index=30&type=section&id=STATEMENT%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20(DEFICIT)) The Statement of Changes in Stockholders' Deficit shows the total stockholders' deficit increased to **$(68,459)** at December 31, 2019, from **$(34,523)** at December 31, 2018, primarily due to the net loss incurred during 2019 Changes in Stockholders' Deficit | Item | Balance, Dec 27, 2018 | Balance, Dec 31, 2018 | Balance, Dec 31, 2019 | | :--------------------------------- | :-------------------- | :-------------------- | :-------------------- | | Common Stock Amount | $0 | $500 | $500 | | Accumulated Deficit | $0 | $(35,023) | $(68,959) | | Total Stockholders' (Deficit) | $0 | $(34,523) | $(68,459) | - The accumulated deficit increased from **$(35,023)** at December 31, 2018, to **$(68,959)** at December 31, 2019, reflecting the net loss for the year[113](index=113&type=chunk) [STATEMENTS OF CASH FLOWS](index=31&type=section&id=STATEMENTS%20OF%20CASH%20FLOWS) Malo Holdings Corporation's cash flows for 2019 show net cash used in operating activities of **$(30,786)**, offset by net cash provided by financing activities of **$31,010**, resulting in a net increase in cash of **$224**, primarily from a note payable to a stockholder Cash Flow Summary | Cash Flow Activity | For the year ended Dec 31, 2019 | For the period Dec 27, 2018 (inception) to Dec 31, 2018 | | :------------------------------------------ | :------------------------------ | :------------------------------------------------------ | | Net cash (used in) operating activities | $(30,786) | $(35,000) | | Net cash provided by financing activities | $31,010 | $35,000 | | Net change in cash | $224 | $0 | | Cash, end of period | $224 | $0 | - Operating activities consistently used cash, while financing activities, mainly through the note payable to a stockholder, provided the necessary funds[115](index=115&type=chunk) [NOTES TO FINANCIAL STATEMENTS](index=32&type=section&id=NOTES%20TO%20FINANCIAL%20STATEMENTS) The Notes to Financial Statements detail Malo Holdings Corporation's nature as a blank check company, accounting policies, emerging growth status, net operating loss carryforwards, stock details, related party transactions, going concern uncertainty, and the uncertain impact of COVID-19 [Note 1 - Nature of Operations](index=32&type=section&id=Note%201%20-%20Nature%20of%20Operations) This note describes Malo Holdings Corporation's formation as a blank check company aiming for long-term growth through acquisitions - Malo Holdings Corporation was incorporated on December 27, 2018, to acquire or merge with an operating business, aiming for long-term growth[117](index=117&type=chunk)[118](index=118&type=chunk) [Note 2 - Basis of Presentation and Summary of Significant Accounting Policies](index=32&type=section&id=Note%202%20-%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's financial statement preparation in accordance with GAAP, use of estimates, cash equivalents, and emerging growth company status - Financial statements are prepared in accordance with GAAP, requiring management estimates and assumptions[119](index=119&type=chunk)[120](index=120&type=chunk) - Cash equivalents include highly liquid investments with maturity of three months or less; there were none at balance sheet dates[121](index=121&type=chunk) - The Company, as an 'emerging growth company,' has elected the extended transition period for new accounting standards, which may affect comparability[125](index=125&type=chunk) [Note 3 - Income Taxes](index=33&type=section&id=Note%203%20-%20Income%20Taxes) This note details the Company's net operating loss carryforwards, deferred tax assets, and valuation allowance Net Operating Loss Carryforwards and Deferred Tax Assets (as of December 31) | Item | 2019 | 2018 | | :--------------------------------- | :---------- | :---------- | | Net Operating Loss Carryforwards | ~$69,000 | ~$35,000 | | Deferred Tax Asset | ~$14,000 | ~$7,400 | | Valuation Allowance | $(7,100) | $(7,400) | - A full valuation allowance has been recorded against deferred tax assets due to management's belief that future realization of the related income tax benefit is uncertain[126](index=126&type=chunk) [Note 4 - Common Stock](index=34&type=section&id=Note%204%20-%20Common%20Stock) This note provides details on the Company's authorized and issued common stock - As of December 31, 2019 and 2018, the Company had **50,000,000** shares of common stock authorized and **5,000,000** shares issued[130](index=130&type=chunk) [Note 5 - Preferred Stock](index=35&type=section&id=Note%205%20-%20Preferred%20Stock) This note provides details on the Company's authorized preferred stock - As of December 31, 2019 and 2018, the Company had **5,000,000** shares of preferred stock authorized, with none issued or outstanding[131](index=131&type=chunk) [Note 6 - Commitments and Related Party Transactions](index=35&type=section&id=Note%206%20-%20Commitments%20and%20Related%20Party%20Transactions) This note details related party transactions, including the use of office facilities and a promissory note to a stockholder - The Company uses office facilities leased by its sole officer and stockholder at no charge[132](index=132&type=chunk) - A promissory note was issued to a stockholder on December 27, 2018, for advances, with a **6%** annual interest rate[133](index=133&type=chunk) - The total amount due under the note was **$68,683** as of December 31, 2019, including **$3,173** in accrued interest[134](index=134&type=chunk) [Note 7 – Going Concern](index=35&type=section&id=Note%207%20%E2%80%93%20Going%20Concern) This note discusses the substantial doubt about the Company's ability to continue as a going concern due to incurred losses and negative working capital - The Company has incurred losses from inception (**approximately $69,000**) and has negative working capital (**approximately $68,000**) as of December 31, 2019[136](index=136&type=chunk) - These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months[136](index=136&type=chunk) - Management intends to finance operations through additional borrowings from the existing promissory note[136](index=136&type=chunk) [Note 8 – Subsequent Events](index=35&type=section&id=Note%208%20%E2%80%93%20Subsequent%20Events) This note addresses the COVID-19 pandemic and its uncertain impact on the Company's operations and financial performance - The World Health Organization characterized the COVID-19 virus as a global pandemic on March 11, 2020[138](index=138&type=chunk) - The duration and economic impact of the pandemic are uncertain, and management cannot quantify its potential effects on the Company's operations and financial performance at this time[138](index=138&type=chunk) - The Company was incorporated on December 27, 2018, as a vehicle to acquire or merge with an operating business, with a principal objective of long-term growth[117](index=117&type=chunk)[118](index=118&type=chunk) - The Company has net operating loss carryforwards of **approximately $69,000** (2019) and **$35,000** (2018), resulting in deferred tax assets against which a full valuation allowance has been recorded due to uncertainty of realization[126](index=126&type=chunk) - The Company has **50,000,000** authorized common shares (**5,000,000** issued) and **5,000,000** authorized preferred shares (none issued)[130](index=130&type=chunk)[131](index=131&type=chunk) - A promissory note to a stockholder had a total amount due of **$68,683** as of December 31, 2019, including **$3,173** in accrued interest[134](index=134&type=chunk) - The Company's incurred losses and negative working capital raise substantial doubt about its ability to continue as a going concern, with management planning to finance operations through additional borrowings from the existing note[136](index=136&type=chunk) - The duration and economic impact of the COVID-19 pandemic are uncertain, and management is unable to quantify its potential effects on the Company's operations and financial performance[138](index=138&type=chunk) ```

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 000-56036 MALO HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) | --- | --- | |----- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 000-56036 MALO HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) | --- | --- | |---------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Registrant's telephone number, including area code: (561) 989-2208 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 000-56036 MALO HOLDINGS CORPORATION (Exact name ...