UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x 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: 333-223376

(480) 659-6404

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 x 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 x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act: ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of May 15, 2019, there were 16,750,000 shares of the registrant’s common stock outstanding.

SUSTINERE HOLDINGS, INC.

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SUSTINERE HOLDINGS, INC.

BALANCE SHEETS

UNAUDITED

		March 31, 2019				December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents		$	13,534			$	18,034
Total assets		$	13,534			$	18,034
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	22,341			$	25,703
Accounts payable to related party			130				130
Total current liabilities			22,471				25,833
Stockholders’ deficit:
Preferred stock, $.001 par value; 10,000,000 shares authorized, zero issued and outstanding, respectively			-				-
Common stock, $0.001 par value; 250,000,000 shares authorized, 16,750,000 issued and outstanding as of March 31, 2019 and December 31, 2018			16,750				16,750
Additional paid-in capital			24,500				24,500
Accumulated deficit			(50,187	)			(49,049	)
Total stockholders’ deficit			(8,937	)			(7,799	)
Total liabilities and stockholders' deficit		$	13,534			$	18,034

The accompanying footnotes are an integral part of these unaudited financial statements.

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SUSTINERE HOLDINGS, INC.

STATEMENTS OF OPERATIONS

UNAUDITED

		For the Three Months Ended March 31, 2019				For the Three Months Ended March 31, 2018
OPERATING EXPENSES
Professional fees		$	438			$	6,670
General & administrative			700				79
Total operating expenses			1,138				6,749
NET LOSS		$	(1,138	)		$	(6,749	)
BASIC AND DILUTED NET LOSS PER SHARE		$	(0.00	)		$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			16,750,000				16,255,000

The accompanying footnotes are an integral part of these unaudited financial statements.

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SUSTINERE HOLDINGS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Three Months Ended March 31, 2019 and 2018

UNAUDITED

										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at December 31, 2017			15,000,000			$	15,000			$	-			$	(1,855	)		$	13,145
Common stock issued for cash			1,750,000				1,750				15,750								17,500
Net loss															(6,749	)			(6,749	)
Balance at March 31, 2018			16,750,000			$	16,750			$	15,750			$	(8,604	)		$	23,896
Balance at December 31, 2018			16,750,000			$	16,750			$	24,500			$	(49,049	)		$	(7,799	)
Net loss															(1,138	)			(1,138	)
Balance at March 31, 2019			16,750,000			$	16,750			$	24,500			$	(50,187	)		$	(8,937	)

The accompanying footnotes are an integral part of these unaudited financial statements.

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SUSTINERE HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

UNAUDITED

		For the Three Months Ended March 31, 2019				For the Three Months Ended March 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	(1,138	)		$	(6,749	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities:
Decrease in prepaid expenses			-				6,000
(Decrease) increase in accounts payable and accrued liabilities			(3,362	)			(6,028	)
Net cash used in operating activities			(4,500	)			(6,777	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock			-				17,500
Net cash provided by financing activities			-				17,500
NET CHANGE IN CASH			(4,500	)			10,723
CASH AT BEGINNING OF PERIOD			18,034				14,973
CASH AT END OF PERIOD		$	13,534			$	25,696
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid during the period		$	662			$	-
Income taxes paid during the period		$	-			$	-

The accompanying footnotes are an integral part of these unaudited financial statements.

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SUSTINERE HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

As of and for the Three Months Ended March 31, 2019 and 2018

(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS

Sustinere Holdings, Inc. (“Sustinere” or the “Company”), was incorporated in the State of Nevada on June 22, 2017, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has no operations to date. Other than issuing shares of common stock to its original shareholders and selling shares of common stock to certain accredited investors, the Company never commenced any operational activities. As such, the Company can be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The proposed business activities described herein classify the Company as a “blank check” company. The Company has elected a fiscal year ending of December 31.

The Company was formed by Neil Reithinger for the purpose of creating a corporation that could be used to consummate a merger or acquisition. Mr. Reithinger serves as President, Treasurer and Director and Christopher McCrory serves as Secretary and Director. The directors determined next to proceed with filing a Form S-1 that was declared effective by the Securities and Exchange Commission (“SEC”) on July 31, 2018 (the “S-1”).

The proposed business activities described herein classify the Company as a “blank check” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time that the Company has successfully implemented its business plan described elsewhere in this report. The net proceeds of the offering in the S-1 will be placed in an escrow account, other than up to 10% of the proceeds that may be released to the Company in accordance with Rule 419 following completion of the offering. Other than the 10% that may be released to the Company, such escrowed funds may not be used for salaries or reimbursable expenses. Prior to completion of the offering, all shares sold under the offering will be placed in the escrow account until such time that legal counsel of the Company has confirmed that a merger or acquisition has been successfully consummated pursuant to Rule 419. While in escrow, the shares will be held for the benefit of the purchasing shareholder.

As of the date of this report, the Company has not yet entered into any definitive agreements with any potential acquisitions.

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

These unaudited financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”), pursuant to the rules and regulations of the SEC for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, the unaudited interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2019, and the statements of operations for the three months ended March 31, 2019, and the cash flows for the three months ended March 31, 2019. The interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2019. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 15, 2019.

Cash

Cash and cash equivalents as of March 31, 2019 included cash on-hand. Cash equivalents are considered all accounts with an original maturity date within 90 days.

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Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The current economic environment has increased the degree and uncertainty inherent in these estimates and assumptions.

Fair Value Measurements

The Company adopted the provisions of ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that be used to measure fair value:

	·	Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
	·	Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data.
	·	Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

  

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and considers credit risk in its assessment of fair value. The Company's financial liabilities are measured at fair value and include its accounts payable and accrued expenses. These liabilities are subject to the measurement and disclosure requirements of ASC 820 and are considered to be Level 3 inputs.

Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. As the Company incurred net losses for the three months ended March 31, 2019 and 2018, no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Since the Company has no common stock equivalent, the basic and dilutive net loss per share were the same.

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Related Party Transactions

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has evaluated the provisions of this ASU and determined that, since it has no leases, there is no impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company has evaluated the provisions of this ASU and determined that, since it has no revenue, there is no impact on our results of operations, cash flows or financial condition.

Going Concern

As of March 31, 2019, the accompanying financial statements have been presented on the basis that it is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s net loss for the three months ended March 31, 2019 was $1,138. The Company’s business is dependent upon its ability to begin operations and to achieve a level of profitability and does not have sufficient cash resources to meet its operational needs in the twelve months following December 31, 2018. However, given that the Company has minimal expenses, management believes that it is able to supplement the Company’s cash requirements, if needed, over the next twelve months. Nevertheless, these factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company has financed its activities principally from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities or from other equity-linked securities until such time that funds provided by operations are sufficient to fund working capital requirements.

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NOTE 3 – STOCKHOLDERS' EQUITY

Common Stock

The authorized common stock of the Company consists of 250,000,000 shares with a $0.001 par value.

On January 5, 2018, the Company sold 750,000 shares of common stock to an accredited investor at $0.01 for aggregate cash proceeds of $7,500.

On February 12, 2018, the Company sold 500,000 shares of common stock to an accredited investor at $0.01 for aggregate cash proceeds of $5,000.

On February 13, 2018, the Company sold 500,000 shares of common stock to an accredited investor at $0.01 for aggregate cash proceeds of $5,000. There were 16,750,000 common shares issued and outstanding as of March 31, 2019 and December 31, 2018.

On December 20, 2018, the Company agreed to issue 87,500 shares of common stock to FinTech Clearing, LLC for services in connection with their role as trustee under the Company’s offering on Form S-1, as amended. The common shares were valued at $0.10 per share, or for $8,750. As of the date of this filing, the common shares have not been issued yet.

Preferred Stock

The authorized preferred stock of the Company consists of 10,000,000 shares with a $0.001 par value. There was no preferred stock outstanding as of March 31, 2019 and December 31, 2018.

NOTE 4 – RELATED PARTIES

Upon formation of the Company on June 22, 2017, Mr. Neil Reithinger was appointed President, Treasurer and Director and Mr. Christopher McCrory was appointed Secretary and Director, respectively, of the Company. Messrs. Reithinger and McCrory are the sole directors and officers of the Company.

During the period ended December 31, 2018, Mr. Reithinger paid for certain expenses involved with the incorporation of the Company with personal funds and/or funds from Eventus Advisory Group, LLC, an entity owned and controlled by Mr. Reithinger (“Eventus”). As of March 31, 2019 and December 31, 2018, the amounts owed to Eventus totaled $130 and $130, respectively, and are recorded as a related party accounts payable on the accompanying balance sheets as of March 31, 2019 and December 31, 2018, respectively.

The office space used by the Company is provided by Eventus at no charge.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Management has included projections and estimates in the unaudited interim condensed financial statements contained in this quarterly report, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, all references to the “Company,” “Sustinere Holdings, Inc.,” “Sustinere,” “we,” “us” or “our” are to Sustinere Holdings, Inc.

Corporate Overview

Sustinere was incorporated on June 22, 2017. The Company was formed by Neil Reithinger for the purpose of creating a corporation that could be used to consummate a merger or acquisition. Mr. Reithinger serves as President, Treasurer and Director and Christopher McCrory serves as Secretary and Director. The directors determined next to proceed with filing a Form S-1, as amended, that was declared effective by the Securities and Exchange Commission (“SEC”) on July 31, 2018 (the “S-1”).

The proposed business activities described herein classify the Company as a “blank check” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time that the Company has successfully implemented its business plan described elsewhere in this report. The net proceeds of the offering in our S-1 (the “Offering”) will be placed in an escrow account, other than up to 10% of the proceeds that may be released to the Company in accordance with Rule 419 following completion of the Offering. Other than the 10% that may be released to the Company, such escrowed funds may not be used for salaries or reimbursable expenses. Prior to completion of the Offering, all shares sold under the Offering will be placed in the escrow account until such time that legal counsel of the Company has confirmed that a merger or acquisition has been successfully consummated pursuant to Rule 419. While in escrow, the shares will be held for the benefit of the purchasing shareholders.

We intend to acquire assets or shares of an entity actively engaged in business that generates revenues, in exchange for its securities. We have not entered into any negotiations regarding acquisitions. Upon entering into any discussions with any target entities, we will need to obtain audited financial statements of such target entity. We intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements and valuation opinions, if necessary. We will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes, if applicable and also interview prospective management. In the event that no such assurances are provided, we will not move forward with a combination with any target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.

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The Company has no full­time employees. Our officers have agreed to allocate a portion of their time to the activities of the Company, without compensation. We anticipate that our business plan can be implemented by our officers devoting approximately ten to twenty hours per month to the business affairs of the Company. Consequently, conflicts of interest may arise with respect to the limited time commitment by such officers.

General Business Plan

Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of corporation registered under The Securities Exchange Act of 1934 (the “Exchange Act”). We will not restrict our search to any specific business, industry or geographical location and may participate in a business venture of virtually any kind or nature. The Company anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities that have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. The intended methods of communication to seek acquisitions include, without limitation, telephone and personal contacts and social networking. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The initial review process for a potential business opportunity on an active business could easily extend over a period of a year or more, requiring multiple audits and opinions prior to clearance. Once acquired, they will have to rely on the representations of the Company in their future filings and decisions. The analysis of new business opportunities will be undertaken by, or under the supervision of, Neil Reithinger and Christopher McCrory, officers and directors of the Company. Management intends to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of Messrs. Reithinger and McCrory. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services that may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors. Management will meet personally with management and key personnel of the business opportunity as part of its investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained.

Management of the Company will rely upon its own efforts in accomplishing the business purposes of the Company. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel and accountants, will be utilized by the Company to effectuate its business purposes described herein. However, if the Company does retain such an outside consultant or advisor, any cash fee earned by such party may have to be paid by the Company, if not paid by the prospective merger/acquisition candidate. There have been no discussions, understandings, contracts or agreements with any outside consultants, and none are anticipated in the future.

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Acquisition Opportunities and Structure

We will not restrict our search for any specific kind of firms but may acquire a venture that is in its preliminary or development stage, is already in operation or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded or may seek other perceived advantages the Company may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholders of the Company will no longer be in control of the Company. In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders. We have no way of determining the structure until an acquisition of the first business opportunity is consummated.

With respect to any merger or acquisition, negotiations with the target company management is expected to focus on the percentage of the Company the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders may hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then­ shareholders.

The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto; will specify certain events of default; will detail the terms of closing and the conditions that must be satisfied by each of the parties prior to and after such closing; will outline the manner of bearing costs, including costs associated with our attorneys and accountants; will set forth remedies on default and will include miscellaneous other terms.

We will not acquire or merge with any entity that cannot provide independent audited financial statements. We will need to file such audited statements as part of a post-effective amendment with the SEC. We are subject to all of the reporting requirements of the Exchange Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8­K to be filed with the SEC upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10­K. In the event that a previously approved target acquisition was later voided by management, shareholders may be left without an operating company and thus the value of their shares would be greatly diminished.

Our financial statements from inception (June 22, 2017) through the period ended March 31, 2019 report no revenues and an accumulated deficit of $50,187. Our independent registered public accounting firm issued an audit opinion for our Company as of December 31, 2018 and 2017 which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Our principal offices are located at 14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260.

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Results of Operations

Comparison of the Three Months Ended March 31, 2019 to the Three Months Ended March 31, 2018

Revenue

We did not earn any revenues in the three months ended March 31, 2019 and 2018.

Expenses

Operating expenses for the three months ended March 31, 2019 and 2018 were as follows:

Professional fees are comprised of legal fees and accounting/audit fees. Professional fees decreased by $6,232 from $6,670 for the three months ended March 31, 2018 to $438 for the three months ended March 31, 2019. There were no legal fees incurred for the three months ended March 31, 2018 and March 31, 2019 The balance of the decrease was mainly audit fees of $6,000 incurred during the three months ended March 31, 2018.

During the three months ended March 31, 2019, we incurred audit fees of $0 to our independent accountants and corporate filing fees of $225 to independent third-party firms. This is compared to audit fees of $6,000 to our independent accountants and corporate filing fees of $670 to independent third-party firms during the three months ended March 31, 2018.

General and administrative expenses increased from $79 for the three months ended March 31, 2018 to $700 for the three months ended March 31, 2019. The balance of the increase was mainly for computer, website and software maintenance fees of $621 during the three months ended March 31, 2019.

Liquidity and Capital Resources

As of March 31, 2019, we had a cash balance of $13,534. During the three months ended March 31, 2019, we expended $1,138 to fund ongoing operational expenses. Pursuant to the requirement of Rule 419, the net proceeds of the Offering in the S-1 will be placed in an escrow account, other than up to 10% of the proceeds that may be released to the Company in accordance with Rule 419 following completion of the Offering. Other than the 10% that may be released to the Company, such escrowed funds may not be used for salaries or reimbursable expenses. While our working capital requirements are low, if the Offering is not completed in the next six months, we may need to raise capital to fund our ongoing operational expenses. Such capital will likely come from loans. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding.

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Going Concern

Our financial statements contained in this annual report have been prepared assuming that we will continue as a going concern. We recorded a net loss of $1,138 for the three months ended March 31, 2019, and we have an accumulated deficit of $50,187 and a working capital deficit of $8,937 as of March 31, 2019. Since inception, we have financed our activities with the sale of equity securities. We intend on financing our future development activities and our working capital needs from loans until such time that 10% of the proceeds from the Offering may be released to the Company in accordance with Rule 419 following completion of the Offering. The financial statements contained in this annual report do not include any adjustments that may be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to obtain additional financing or merge with an operating company that is a going concern as may be required and to ultimately attain profitability.

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 that is material to stockholders.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Recently Adopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive, who also serves as our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

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Our management, with the participation of our Chief Executive, who also serves as our Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective due to the material weakness(es) in internal control over financial reporting described below.

Material Weakness in Internal Control over Financial Reporting

As of March 31, 2019, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules 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 Public Company Accounting Oversight Board were:

	(i)	lack of a functioning audit committee;
	(ii)	inadequate segregation of duties consistent with control objectives; and
	(iii)	ineffective controls over period-end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by our Chief Executive, who also serves as our Chief Financial Officer in connection with the review of our financial statements as of March 31, 2019.

Management believes the weaknesses identified above have not had any material effect on our financial statements. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes as soon as practicable, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to remediate these material weaknesses.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2019 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Item. We note, however, that an investment in our common stock involves a number of very significant risks. Investors should carefully consider the risk factors included in the “Risk Factors” section of our Registration Statement on Form S-1, as amended, as filed with the SEC on July 24, 2018, in addition to other information contained in such Registration Statement and in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 15, 2019, in evaluating the Company and our business before purchasing shares of our common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description
(3)		(i) Articles of Incorporation; and (ii) Bylaws
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, as amended, that was filed on July 24, 2018)
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1, as amended, that was filed on July 24, 2018)
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certification
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(99)		Additional Exhibits
99(a)		Trust Agreement between the Company and FinTech Clearing, LLC dated July 21, 2018 (incorporated by reference to the Company’s Registration Statement on Form S-1, as amended, that was filed on July 24, 2018)
99(b)		Form of Private Placement Subscription Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1, as amended, that was filed on July 24, 2018)
(101)**		Interactive Data Files
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

______________ 

*

Filed herewith.

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUSTINERE HOLDINGS, INC.
Date: May 15, 2019	By:	/s/ Neil Reithinger
		Neil Reithinger
		President, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: May 15, 2019	By:	/s/ Christopher McCrory
		Christopher McCrory
		Secretary and Director

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