UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2018
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ____________ to ______________
Commission file number: 000-55512
| M101 CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 87-0363526 |
| (State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
Suite 20.03, Plaza 138
Jalan Ampang
Kuala Lumpur, Malaysia, 50450
(Address of principal executive offices)
+603-2181-0150
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
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 Website, 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
|
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes ¨ No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
The aggregate market value of the issuer’s voting and non-voting common equity held by non-affiliates as of September 29, 2017 was $0 since the Issuer’s common stock had not yet been listed for quotation.
The number of shares of the issuer’s common stock outstanding as of June 26, 2018 was 760,250,000 shares, par value $0.001 per share.
M101 CORP.
FORM 10-K
Fiscal Year Ended March 31, 2018
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements regarding future events and the future results of M101 Corp. (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.
Background
Concept Holding Corp. (the “Company”) was incorporated on May 20, 1980 under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of shares to $0.001 per share, and to increase the authorized shares to 50,000,000.
On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of the Company was changed to Concept Technologies, Inc.
On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.
On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.
On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”), to (a) increase the number of authorized shares of common stock and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock; (b) increase the issued and outstanding shares of common stock at a ratio of 200:1 and (c) change the Company’s ticker symbol to “MOZO”. These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60% of the Company’s voting shares.
On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.
Description of Business
We are currently seeking and investigating potential assets, property or businesses to acquire. We currently have no material business operations. Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and will be unable to do so until we determine any particular industry in which we may engage.
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We are not currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the foreseeable future unless and until we complete any such acquisition. In our present form, we are deemed to be a vehicle to acquire or merge with a business or company. We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities or acquisitions, reorganizations or mergers may include all lawful businesses. We recognize that the number of suitable potential business ventures that may be available to us may be extremely limited, and may be restricted as to acquisitions, reorganizations and mergers with businesses or entities that desire to avoid what such entities may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of going public. The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, state limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement such laws, rules and regulations.
Any target acquisition or merger candidate will become subject to the same reporting requirements as the Company following finalization of an acquisition or merger. Thus, in the event the Company successfully completes the acquisition of or merger with an operating business, that business must provide audited financial statements for at least the two most recent fiscal years or, in the event it has been in business for less than two years, audited financial statements will be required from the period of inception. This could limit the Company’s potential target business opportunities due to the fact that many private businesses either do not have audited financial statements or are unable to produce audited statements without undo time and expense. See the caption “Regulations” hereinafter.
Since the termination of its prior business, M101 has had no operations other than seeking an acquisition or merger to bring an operating entity into the Company. The Company’s officers and directors do not propose to restrict their search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is complex and risky. Additionally, the Company has only limited resources and may find it difficult to locate good opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to M101 and its stockholders. The Company’s officers and directors will select any potential business opportunity based on their business judgment.
The Company is not currently conducting any business, nor has it conducted any business for several years. Therefore, it does not possess products or services, distribution methods, competitive business positions, or major customers. The Company does not possess any unexpired patents or trademarks and any and all of its licensing and royalty agreements from the insurance it sought to market in the past have since expired, and are not currently valid. The Company does not employ any employees.
Amendments to Form 8-K by the SEC regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 with the SEC, along with required audited, interim and proforma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the recent amendments to Rule 144 adopted by the SEC that were effective on February 15, 2008, limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions. These types of transactions are customarily referred to as “reverse” reorganizations or mergers in which the acquired company’s shareholders become controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized “shell company” until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense that are normally avoided by reverse reorganizations or mergers.
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Amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that desire to utilize us as a means of going public. Any of these types of transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock and result in substantial dilution to current shareholders.
Management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merits of any such business’ or company’s technological changes; the present financial condition, projected growth potential and available technical, financial and managerial resources of any such business or company; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such business’ or company’s management services and the depth of management; the business’ or the company’s potential for further research, development or exploration; risk factors specifically related to the business’ or company’s operations; the potential for growth, expansion and profit of the business or company; the perceived public recognition or acceptance of the company’s or the business’ products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.
Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key personnel of any entity providing any potential business opportunity afforded to us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management, these activities may be limited.
We are unable to predict the time as to when and if we may actually participate in any specific business endeavor. We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners of our securities or their affiliates. In this event, such fees may become a factor in negotiations regarding any potential venture and, accordingly, may present a conflict of interest for such individuals.
Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of management in the future for services that they may perform for us. Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a reorganization, merger or acquisition, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders. There are presently no preliminary agreements or understandings between us and members of our management respecting such compensation. Any shares issued to members of our management would be required to be resold under an effective registration statement filed with the SEC or 12 months after we file the “Form 10 Information” about the acquired company with the SEC as now required by Form 8-K. These provisions could further inhibit our ability to complete the acquisition of any business or complete any merger or reorganization with another entity, where finders or others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash or unless we agree to file a registration statement with the SEC that includes any shares that are to be issued to them, at no cost to them. These expenses could limit potential acquisition candidates, especially those in need of cash resources, and could affect the number of shares that our stockholders retain following any such transaction, by reason of the increased expense.
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Substantial fees are also often paid in connection with the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to hundreds of thousands of dollars or more. These fees are usually divided among consultants, brokers and selling shareholders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of their shares of our common stock that are owned by them or to provide an indemnification for all of our prior liabilities. Management may actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid or shares are purchased, these requirements may become a factor in negotiations regarding any potential acquisition or merger by us and, accordingly, may also present a conflict of interest for such individuals. We have no definitive arrangements or understandings respecting any of these types of fees or opportunities. Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the recent amendments to Rule 144.
Our directors and executive officers are evaluating potential merger targets, but as of the date of this report no definitive plans for a merger are in force.
Principal Products or Services and Their Markets
None; not applicable.
Distribution Methods of the Products or Services
None; not applicable.
Status of any Publicly Announced New Product or Service
None; not applicable.
Competitive Business Conditions and Small or Reporting Company’s Competitive Position in the Industry and Methods of Competition
Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by us; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger. There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories.
Sources and Availability of Raw Materials and Names of Principal Suppliers
None; not applicable.
Dependence on One or a Few Major Customers
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration
None; not applicable.
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Need for any Governmental Approval of Principal Products or Services
Because we currently have no business operations and produce no products nor provide any services, we are not presently subject to any governmental regulation in this regard. However, in the event that we complete a reorganization, merger or acquisition transaction with an entity that is engaged in business operations or provides products or services, we will become subject to all governmental approval requirements to which the reorganized, merged or acquired entity is subject or may become subject.
Effect of Existing or Probable Governmental Regulations on the Business
Emerging Growth Company
We may be deemed to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” As long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-”affiliates” or we issue more than $1 billion of non-convertible debt over a three-year period.
Smaller Reporting Company
We are subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K.
Sarbanes-Oxley Act
We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will substantially increase our legal and accounting costs.
Exchange Act Reporting Requirements
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the our stockholders.
We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
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Research and Development Costs During the Last Two Fiscal Years
None; not applicable.
Cost and Effects of Compliance with Environmental Laws
We do not believe that our current or intended business operations are subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost; however, we will become subject to all such governmental requirements to which the reorganized, merged or acquired entity is subject or may become subject.
Number of Total Employees and Number of Full Time Employees
None.
Not applicable to a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable to a smaller reporting company.
The Company uses office space at Suite 20.03, Plaza 138, Jalan Ampang, Kuala Lumpur, Malaysia, 50450.
There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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Market Information
M101’s Common Stock is currently quoted on the OTCQB under the symbol “MOZO”.
M101 has previously issued shares of common stock that constitute restricted securities as that term is defined in Rule 144 adopted under the Securities Act. Subject to certain restrictions, such securities may generally be sold in limited amounts under Rule 144. As of March 31, 2018, M101 had 760,250,000 shares outstanding, except for 649,690,300, all were issued more than twelve years ago. All of these shares would generally be available for resale. Currently, Rule 144 would not be available for those 649,690,300 shares issued in the last two years until at least one year after a merger with an operating company or the creation of business operations by the Company and the filing of an 8-K containing certain information required in a Form 10 filing. As such timing of the availability of resale exemptions for these shares is unknown and currently they are not available for resale under Rule 144. When the shares potentially become available for resale, there could be a depressive effect of any market that may develop for the Company’s common stock given the amount of shares that would be available for resale versus the number currently available.
There is currently no established trading market for shares of our common stock. Management does not expect any viable market to develop in our common stock unless and until we complete an acquisition or merger. In any event, no assurance can be given that any market for our common stock will develop or be maintained.
For any market that develops for our common stock, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. For information regarding the requirements of resales under Rule 144, see the heading “Rule 144” below.
Holders
We currently have 583 stockholders, not including an indeterminate number who may hold shares in “street name.”
Dividends
We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty, and if and until we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.
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Securities Authorized for Issuance under Equity Compensation Plans
None; not applicable.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Except as described herein, or previously described in our filings, M101 has not sold shares of its common stock or preferred stock.
On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of March 31, 2018, the accrued interest payable on the convertible note was $6,267.
The foregoing issuance was exempt from registration pursuant to Rule 506 of Regulation D. Neither we or any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising.
Use of Proceeds of Registered Securities
There were no proceeds received during the fiscal year ended March 31, 2018, from the sale of registered securities.
Purchases of Equity Securities by Us and Affiliated Purchasers
None; not applicable.
Other Stockholder Matters
None
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.
Plan of Operation
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.
Results of Operations
For the Years Ended March 31, 2018 and 2017
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| Revenues |
| $ | - |
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| Operating Expenses |
| $ | 182,682 |
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| $ | 17,937 |
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| $ | 164,745 |
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| Other Expenses |
| $ | 61 |
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| $ | 3,824 |
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| $ | (3,763 | ) |
| Net Loss |
| $ | (182,743 | ) |
| $ | (21,761 | ) |
| $ | (160,982 | ) |
We had no operations during the years ended March 31, 2018 or 2017, nor do we have operations as of the date of this filing. During the year ended March 31, 2018, the operating expenses were $182,682 as compared to $17,937 for the year ended March 31, 2017, mainly due to the increase in professional fees. We had a net loss of $182,743 and $21,761 for the years ended March 31, 2018 and 2017, respectively. The increase was mainly attributable to the increase in accounting, legal and transfer agent expenses incurred during the year ended March 31, 2018.
Liquidity and Capital Resources
Working Capital
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| Current Assets |
| $ | 5,833 |
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| $ | 5,825 |
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| Current Liabilities |
| $ | 285,610 |
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| $ | 57,042 |
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| $ | 228,568 |
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| Working Capital (Deficiency) |
| $ | (279,777 | ) |
| $ | (57,034 | ) |
| $ | (222,743 | ) |
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The Company has not yet generated any revenue since its inception and has operating loss of $182,682 and net loss of $182,743 for the year ended March 31, 2018. As of March 31, 2018, the Company has accumulated deficit of $590,577, and negative working capital of $279,777.
Cash Flows
|
|
| Year |
|
| Year |
|
|
| ||||
|
|
| Ended |
|
| Ended |
|
|
| ||||
|
|
| March 31, |
|
| March 31, |
|
|
| ||||
|
|
| 2018 |
|
| 2017 |
|
| Changes |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Net cash used in operating activities |
| $ | (131,719 | ) |
| $ | (14,809 | ) |
| $ | (116,910 | ) |
| Net cash provided by financing activities |
| $ | 131,711 |
|
| $ | 14,540 |
|
| $ | 117,171 |
|
| Net decrease in cash and cash equivalents |
| $ | (8 | ) |
| $ | (269 | ) |
| $ | 261 |
|
Operating Activities
For the year ended March 31, 2018, net cash used in operating activities was $131,719, related to our net loss of $182,743, increased by gain on settlement of $7,373 and an increase in prepaid expenses, and was reduced by an increase in accounts payable and accrued liabilities of $56,895 and an increase in accrued interest of $7,335.
For the year ended March 31, 2017, net cash used in operating activities was $14,809, related to our net loss of $21,761, reduced by an increase in accounts payable and accrued liabilities of $3,228 and an increase in accrued interest of $3,724.
Financing Activities
For the year ended March 31, 2018, net cash provided by financing activities was $131,711 attributed to the advancement from the related party.
For the year ended March 31, 2017, net cash provided by financing activities was $14,540 attributed to the advancement from the related party.
Significant and Critical Accounting Policies and Practices
While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
We had no Off-Balance Sheet arrangements during the fiscal year ended March 31, 2018 or 2017.
Contractual Obligations
Not required for smaller reporting companies.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
| 12 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS ADD SUPPLEMENTARY DATA
M101 CORP.
AUDITED FINANCIAL STATEMENTS
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| F-3 | ||
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| F-4 | ||
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| F-5 | ||
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| F-6 |
| 13 |
| Table of Contents |
To The Board of Directors and Stockholders of M101 Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of M101 Corp. (the “Company”) as of March 31, 2018 and 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2018 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative working capital. This factor, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2017
Farmington, Utah
June 29, 2018
| F-1 |
| Table of Contents |
M101 CORP.
|
|
| March 31, 2018 |
|
| March 31, 2017 |
| ||
|
|
|
|
|
|
|
| ||
| ASSETS |
|
|
|
|
|
| ||
| Current Assets |
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ | - |
|
| $ | 8 |
|
| Prepaid expenses |
|
| 5,833 |
|
|
| - |
|
| Total Current Assets |
|
| 5,833 |
|
|
| 8 |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
| $ | 5,833 |
|
| $ | 8 |
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
| $ | 41,340 |
|
| $ | 13,522 |
|
| Accrued interest, related party |
|
| 6,267 |
|
|
| 5,480 |
|
| Due to related parties |
|
| 131,711 |
|
|
| - |
|
| Notes payable |
|
| - |
|
|
| 38,040 |
|
| Convertible note payable, related party |
|
| 106,292 |
|
|
| - |
|
| Total Current Liabilities |
|
| 285,610 |
|
|
| 57,042 |
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
| Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding |
|
| - |
|
|
| - |
|
| Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 760,250,000 and 1,336,600,000 shares issued and outstanding, respectively |
|
| 760,250 |
|
|
| 1,336,600 |
|
| Capital deficiency |
|
| (449,450 | ) |
|
| (985,800 | ) |
| Accumulated deficit |
|
| (590,577 | ) |
|
| (407,834 | ) |
| Total Stockholders’ Deficit |
|
| (279,777 | ) |
|
| (57,034 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 5,833 |
|
| $ | 8 |
|
The accompanying notes are an integral part of these audited financial statements.
| F-2 |
| Table of Contents |
M101 CORP.
|
|
| For the Years Ended |
| |||||
|
|
| March31 |
|
| March 31 |
| ||
|
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
|
| ||
| REVENUES |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
| General and administrative |
|
| 27,275 |
|
|
| 4,690 |
|
| Professional fees |
|
| 155,407 |
|
|
| 13,247 |
|
|
|
|
| 182,682 |
|
|
| 17,937 |
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
| (182,682 | ) |
|
| (17,937 | ) |
|
|
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
| Interest expense |
|
| (7,434 | ) |
|
| (3,724 | ) |
| Tax expense |
|
| - |
|
|
| (100 | ) |
| Gain on settlement |
|
| 7,373 |
|
|
| - |
|
|
|
|
| (61 | ) |
|
| (3,824 | ) |
|
|
|
|
|
|
|
|
|
|
| NET LOSS |
| $ | (182,743 | ) |
| $ | (21,761 | ) |
|
|
|
|
|
|
|
|
|
|
| Basic and Diluted Loss per Common Share |
| $ | (0.00 | ) |
|
| (0.00 | ) |
| Basic and Diluted Weighted Average Common Shares Outstanding |
|
| 842,360,137 |
|
|
| 1,336,600,000 |
|
The accompanying notes are an integral part of these audited financial statements.
| F-3 |
| Table of Contents |
M101 CORP.
Statements of Stockholders’ Deficit
|
|
| Common Stock |
|
|
|
|
|
|
|
| ||||||||||
|
|
| Number of Shares |
|
| Amount |
|
| Capital Deficiency |
|
| Accumulated Deficit |
|
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| Balance - March 31, 2016 |
|
| 6,683,000 |
|
| $ | 6,683 |
|
| $ | 344,117 |
|
| $ | (386,073 | ) |
| $ | (35,273 | ) |
| Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (21,761 | ) |
|
| (21,761 | ) |
| *Balance - March 31, 2017 |
|
| 1,336,600,000 |
|
| $ | 1,336,600 |
|
| $ | (985,800 | ) |
| $ | (407,834 | ) |
| $ | (57,034 | ) |
| Issuance of note for cancellation of shares |
|
| (576,350,000 | ) |
|
| (576,350 | ) |
|
| 536,350 |
|
|
| - |
|
|
| (40,000 | ) |
| Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (182,743 | ) |
|
| (182,743 | ) |
| Balance - March 31, 2018 |
|
| 760,250,000 |
|
| $ | 760,250 |
|
| $ | (449,450 | ) |
| $ | (590,577 | ) |
| $ | (279,777 | ) |
* retrospectively restated forward stock split 200:1
| F-4 |
| Table of Contents |
M101 CORP.
(formerly CONCEPT HOLDING CORP.)
|
|
| For the Years Ended |
| |||||
|
|
| March 31, |
|
| March 31, |
| ||
|
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
|
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
| Net loss |
| $ | (182,743 | ) |
| $ | (21,761 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Gain on settlement |
|
| (7,373 | ) |
|
| - |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Prepaid expenses |
|
| (5,833 | ) |
|
| - |
|
| Accounts payable and accrued liabilities |
|
| 56,895 |
|
|
| 3,228 |
|
| Accrued interest |
|
| 7,335 |
|
|
| 3,724 |
|
| Net cash used in operating activities |
|
| (131,719 | ) |
|
| (14,809 | ) |
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from related party |
|
| 131,711 |
|
|
| 14,540 |
|
| Net cash provided by financing activities |
|
| 131,711 |
|
|
| 14,540 |
|
|
|
|
|
|
|
|
|
|
|
| Net decrease in cash and cash equivalents |
|
| (8 | ) |
|
| (269 | ) |
| Cash and cash equivalents - beginning of period |
|
| 8 |
|
|
| 277 |
|
| Cash and cash equivalents - end of period |
| $ | - |
|
| $ | 8 |
|
|
|
|
|
|
|
|
|
|
|
| Supplemental Cash Flow Disclosures |
|
|
|
|
|
|
|
|
| Cash paid for interest |
| $ | - |
|
| $ | - |
|
| Cash paid for income taxes |
| $ | - |
|
| $ | 100 |
|
|
|
|
|
|
|
|
|
|
|
| Non-cash investing and financing transactions |
|
|
|
|
|
|
|
|
| Issuance of note for cancellation of shares |
| $ | 40,000 |
|
| $ | - |
|
| Issuance of convertible note for settlement of promissory notes and accrued interest and accounts payable and accrued liabilities |
| $ | 106,292 |
|
| $ | - |
|
The accompanying notes are an integral part of these audited financial statements.
| F-5 |
| Table of Contents |
M101 CORP.
Notes to the Financial Statements
March 31, 2018 and 2017
NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Concept Holding Corp. (the Company) was incorporated on May 20, 1980 under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of the shares to $0.001 per share, and to increase the authorized shares to 50,000,000.
On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which then became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of Company was changed to Concept Technologies, Inc.
On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.
On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.
On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”) to (a) increase the number of authorized shares of common and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock; (b) increase the issued and outstanding shares of common stock at a ratio of 200:1; and (c) change the Company’s ticker symbol to “MOZO”. These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60% of the Company’s voting shares.
On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation of Interim Financial Statements
Basis of Presentation
The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| F-6 |
| Table of Contents |
Financial Instruments
The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
Related Parties
We follow ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Prepaid Expenses
Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.
As of March 31, 2018, prepaid expenses were $5,833 related to OTC Markets monthly fees from April to October 2018.
Convertible notes
Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement.
Basic Income (Loss) Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2018, and March 31, 2017, convertible notes was dilutive instrument and was not included in the calculation of diluted loss per share as their effect would be antidilutive.
The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares:
|
|
| For the Years Ended |
| |||||
|
|
| March31 |
|
| March 31 |
| ||
|
|
| 2018 |
|
| 2017 |
| ||
| Numerator: |
|
|
|
|
|
| ||
| Net loss available to stockholders |
| $ | (182,743 | ) |
| $ | (21,761 | ) |
|
|
|
|
|
|
|
|
|
|
| Denominator: |
|
|
|
|
|
|
|
|
| Weighted average number of common shares- Basic and Diluted |
|
| 842,360,137 |
|
|
| 1,336,600,000 |
|
|
|
|
|
|
|
|
|
|
|
| Net loss per common share - Basic and Diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| F-7 |
| Table of Contents |
For the year ended March 31, 2018 and 2017, respectively, the following convertible notes was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
|
|
| For the Years Ended |
| |||||
|
|
| March 31 |
|
| March 31 |
| ||
|
|
| 2018 |
|
| 2017 |
| ||
|
|
| (Shares) |
|
| (Shares) |
| ||
|
|
|
|
|
|
|
| ||
| Convertible notes payable |
|
| 106,292,000 |
|
|
| - |
|
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations (see Note 5).
Other Income
During the year ended March 31, 2018, the Company has made $7,250 repayment to a transfer agent to settle the payable amount of $14,623 which resulted in a gain on debt settlement of $7,373.
Recently Issued Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 - GOING CONCERN
The Company has not yet generated any revenue since its inception and has operating loss of $182,682 and net loss of $182,743 for the year ended March 31, 2018. As of March 31, 2018, the Company has accumulated deficit of $590,577, and negative working capital of $279,777. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to our company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue to cover operating expenses and in our ability to raise additional funds.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of March 31, 2018, and March 31, 2017, the Company owed $130,461 and $0 to the new chairman of the Board of Directors of the Company for operating expense payments on behalf of the Company.
As of March 31, 2018, and March 31, 2017, the Company owed $1,250 and $0 to a shareholder for the payment of transfer agent termination fee on behalf of the Company.
8% Convertible Note – July 2017
| F-8 |
| Table of Contents |
Convertible notes payable consisted of the following at March 31, 2018 and March 31, 2017:
|
|
| March 31 |
|
| March 31 |
| ||
|
|
| 2018 |
|
| 2017 |
| ||
| Convertible Note - July 2017 |
| $ | 106,292 |
|
| $ | - |
|
On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of March 31, 2018, the accrued interest payable on the convertible note was $6,267.
NOTE 5 – INCOME TAX
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended March 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of March 31, 2018 and March 31, 2017 are as follows:
|
|
| March 31, 2018 |
|
| March 31, 2017 |
| ||
| Net operating loss carryforward |
| $ | 245,640 |
|
| $ | 64,200 |
|
| Tax Rate |
|
| 21 | % |
|
| 34 | % |
| Deferred tax asset |
|
| 51,584 |
|
|
| 21,828 |
|
| Less: Valuation allowance |
|
| (51,584 | ) |
|
| (21,828 | ) |
| Deferred tax asset |
| $ | - |
|
| $ | - |
|
As of March 31, 2018, the Company had $245,640 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2033 and 2038. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2014 through 2018 are subject to review by the tax authorities.
The changes in deferred tax assets related to the changes in tax rates are as follows:
|
|
| Tax Rate at 21% |
|
| Tax Rate at 34% |
|
| Changes |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Year Ended March 31, 2017 |
| $ | (4,570 | ) |
| $ | (7,399 | ) |
| $ | 2,829 |
|
| Year Ended March 31, 2018 |
| $ | (38,376 | ) |
| $ | (62,133 | ) |
| $ | 23,757 |
|
| F-9 |
| Table of Contents |
NOTE 6 – SHARE CAPITAL
On July 21, 2017, the Board of Directors of the Company have executed a written consent to approve the increase of the Company’s total authorized shares from 100,000,000 shares to 10,010,000,000 shares (including preferred stock) and the execution of a forward split at the rate of two hundred shares for every one share currently issued and outstanding. The Company accounts for the forward stock split with a memorandum entry and a proportionate reduction of the par value. The outstanding shares have been restated retrospectively.
Preferred Stock
The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at March 31, 2018 and March 31, 2017, no preferred shares have been issued.
Common Stock
The Company is authorized to issue an aggregate of 10,000,000,000 shares of common stock with a par value of $0.001 per share.
On May 23, 2017, 576,350,000 shares were repurchased from a former shareholder for a $40,000 promissory note which was subsequently fully repaid on July 5, 2017.
As of March 31, 2018, and March 31, 2017, the Company had 760,250,000 shares and 1,336,600,000 of common stock issued and outstanding.
NOTE 7 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these condensed financial statements were issued. Based on our evaluation no other material events have occurred that require disclosure.
| F-10 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Treasurer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our President and Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were not effective in providing reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, consisting of officers and directors, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this evaluation, our management, with the participation of the President and Secretary/Treasurer, concluded that, as of March 31, 2018, our internal control over financial reporting was not effective.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting.
None.
| 14 |
| Table of Contents |
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
Set forth below is the name of directors and executive officers as of June 26, 2018:
| NAME |
| AGE | POSITION | |
|
| ||||
| Datin Chan Heng Si | 39 | President, Chief Executive Officer, Director | ||
| Lee Hui Chin | 38 | Treasurer, Director | ||
| Yong Chian Yon | 61 | Secretary, Director | ||
| Dato Yap Ting Hau | 39 | Director |
Datin Chan Heng Si:
Datin Chan Heng Si is the current President and Director of M101 Corp. A lawyer by profession, Datin Chan’s background included handling property related deals, drafting joint ventures, sale and purchase agreements. Datin Chan has been elected as a committee member of REHDA youth and REHDA Planning Policies & Standard (PPS) Committee and Strata Development. In addition to practicing law, Datin Chan also has experience in sales and marketing gained during her employment with Pfizer, Inc. In 2007, Datin Chan joined Messrs. Abraham Ooi & Partners as a Legal Assistant and was subsequently invited to be a Partner at Messrs. Fl Foo & Co. from December 2007 to August 2016.
In 1997 Datin Chan received a GCE A-Level from Taylor College in Malaysia. In 2001, Datin Chan received her Bachelor Degree of Law with honors from University of London, United Kingdom. In 2002, Datin Chan received her Certificate of Legal Practice (CLP) from the University of Malaysia and was admitted to the Malaysian Bar in 2003.
Dato Yap Ting Hau:
Dato Yap Ting Hau is currently a Director with M101 Corp. Dato Yap is a lawyer by profession and a successful entrepreneur in various industries such as events, advertising, real estate, outsource banking and property investment. Dato Yap founded Jotex Industries Sdn. Bhd., a property investment company with over RM10 million worth of assets to date. Dato Yap previously owned OCBC, an authorized outsource agency. In 2007, Dato Yap was invited to be a Partner with Messrs. FL Foo & Co. In addition, Dato Yap is also a certified unit manager for ING Insurance.
With over a decade of insights into the property sector from different perspectives from the related industries, living through fully cycle property sectors’ ups and downs from 2004 to date, has made Dato Yap Ting Hau a prudent yet aggressive developer with an understanding of the market needs and the ability to handle bad markets as well as tapping into various opportunities. Together with his legal background, these experiences collectively gave him insightful knowledge of property “movement.” The experience also armed him to be a successful property developer where he aims to develop iconic properties to promote property tourism in Malaysia.
In 1996 Dato Yap Ting Hau graduated from St. Andrew Junior College in Singapore. In 2001, he graduated University of Liverpool, in the United Kingdom with a Bachelor Degree of Law with honors and was admitted to the England bar. In 2002, Dato Yap Ting Hau graduated Lincoln’s Inn in the United Kingdom with a Certificate of Legal Practice. Dato Yap Ting Hau read in the chambers of Messrs. Skrine & Co, and was admitted to the Malaysian bar on June 25, 2010. Dato Yap Ting Hau was conferred the Darjah Kebesaran Mahkota Pahang Yang Amat Mulia-Peringkat Kedua Darjah Indera Mahkota Pahang (DIMP) which carries the title “Dato” on the Sultan Pahang’s 82nd birthday in 2013.
Lee Hui Chin:
Lee Hui Chin is a Director and Treasurer of M101 Corp. Lee Hui Chin is also a Sales Manager at GO2U (M) Sdn. Bhd. As a Sales Manager Lee Hui Chin liaises with bankers for loan applications, builds and maintains an active and strong relationship with clients and prospects. Lee Hui Chin leads sales teams to achieve company goals with professionalism, plans and implements effective sales strategies to achieve business targets and acquires and updates product knowledge. Prior to employment at GO2U (M) Sdn. Bhd., Lee Hui Chin was a Senior Sales and Administrative Executive from May 2007 to January 2015 with MK Assist (M) Sdn. Bnd. As a Sales and Administrative Executive, Lee Hui Chin maintained and grew client account base, achieved sales target and goals. Lee Hui Chin presented promotions and offers, reported changes of market conditions, competitive act ivies and customer preferences. As a Sales and Administrative Executive, Lee Hui Chin built rapport with both clients and vendors to maintain a sustainable business relationship, handled inquiries and provided support to clients in addition to payment collections.
| 15 |
| Table of Contents |
Yong Chian Yon:
Yong Chian Yon is currently a Director and Secretary with M101 Corp. From January 2007 to April 2013, Yong Chian Yon was a Human Resource Manager with Pro Road Sdn. Bhd. in Malaysia. As a HR Manager, Yong Chian Yon was responsible for the accurate and timely preparation of payment of employees’ salary, government statutory contributions, employment contracts and all related communications. Yong Chian Yon was also responsible for reviewing, updating and maintaining proper filing of documents, managed staff benefits in line with company budget, measured employee satisfaction and identifying areas that require improvement. Yong Chian Yan also liaised with external parties such as auditors, bankers and relevant authorities and worked with senior management and support in preparing employee appraisal criteria and scorecards.
Significant Employees
As of the date hereof, the Company has no significant employees.
Family Relationships
Datin Chan Heng Si, our President and Director, and Dato Yap Ting Hau, our Director, are married.
Involvement in Certain Legal Proceedings
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires officers and directors, and greater than 10% stockholders of companies with a class of securities registered under Section 12 of the Exchange Act, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Dato Yap Ting Hau failed to file Form 4 with respect to 6 transactions which occurred during the Company’s fiscal year ended March 31, 2018. Such transactions were reported on a Form 5 untimely filed by Dato Yap Ting Hau on June 29, 2018.
Code of Ethics
We have adopted a Code of Ethics for our principal executive and financial officers.
Nominating Committee
We have not established a Nominating Committee because, due to our lack of operations and the fact that we only have four directors and three executive officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.
If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.
Audit Committee and Audit Committee Financial Expert
We have not established an Audit Committee because, due to our lack of material operations and the fact that we only have four directors and three executive officers, we believe that we are able to effectively manage the issues normally considered by an Audit Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.
| 16 |
| Table of Contents |
ITEM 11. EXECUTIVE COMPENSATION
All Compensation
No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to our management during the years ended March 31, 2018, or 2017. Furthermore, no member of our management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item.
| Name and Position |
| Year |
| Cash Compensation |
| Other Compensation |
|
| ||||||
| Datin Chan Heng Si (1) |
| 2017/2018 |
| None |
| None |
| Lee Hui Chin (2) |
| 2017/2018 |
| None |
| None |
| Yong Chian Yon (3) |
| 2017/2018 |
| None |
| None |
| Dato Yap Ting Hau (4) |
| 2017/2018 |
| None |
| None |
| (1) | Datin Chan Heng Si is our current President and Chief Executive Officer. Datin Chan Heng Si and Dato Yap Ting Hau married. |
|
|
|
| (2) | Lee Hui Chin is our current Treasurer. |
|
|
|
| (3) | Yong Chian Yon is our current Secretary. |
|
|
|
| (4) | Dato Yap Ting Hau is our current Chairman and Director. Datin Chan Heng Si and Dato Yap Ting Hau married. |
Outstanding Equity Awards at Fiscal Year-End
None; not applicable.
Compensation of Directors
There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended March 31, 2018.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of March 31, 2018, with respect to the beneficial ownership of M101’s Common Stock by the director of M101 and each person known by M101 to be the beneficial owner of more than 5% of M101’s outstanding shares of Common Stock. At March 31, 2018, there were 760,250,000 shares of common stock and no shares of preferred stock outstanding.
| 17 |
| Table of Contents |
For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock, which such person has the right to acquire within 60 days after the date hereof. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership.
| Name and Address |
| Number of Shares Beneficially Owned |
|
| Percent of Outstanding Shares |
| ||
| Principal Stockholders |
|
|
|
|
|
| ||
| Directors and Officers: |
|
|
|
|
|
| ||
| Chan Heng Si |
|
| 97,890,000 |
|
|
| 12.88 | % |
| 20-09 Plaza, 138 Jalan Ampang, Kuala Lumpur, Malaysia 50455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lee Hui Chin |
|
| 32,630,000 |
|
|
| 4.29 | % |
| 21 JLN Hijauan Residence 2C TMN Hijauan, Selangor, Malaysia 43200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Yong Chian Yon |
|
| 195,780,000 |
|
|
| 25.75 | % |
| 21 JLN Hijauan Residence 2C TMN Hijauan, Selangor, Malaysia 43200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Yap Ting Hau |
|
| 153,067,416 |
|
|
| 20.133 | % |
| Suite 20.03, Kuala Lumpur, Malaysia 50450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Officers and Directors as a Group |
|
| 479,367,416 |
|
|
| 63.053 | % |
SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.
Changes in Control
On July 5, 2017, a change in control of M101 Corp. occurred by virtue of the Company’s largest shareholder, WS Oil & Gas Limited, selling 3,263,000 shares of the Company’s common stock to a group of Asian investors located in Kuala Lumpur, Malaysia and Singapore. Such shares represented 85.8% of the Company’s total issued and outstanding shares of common stock. In connection with the change of control, the Company accepted the resignation of E. Will Gray as the sole officer of the Company and as a member of the Company’s Board of Directors and Dato Yap Ting Hau and Datin Cha Heng Si were named as officers and directors of the Company. On July 24, 2017, the Board appointed Yong Chian Yon and Lee Hui Chin as officers and directors of the Company.
Securities Authorized for Issuance under Equity Compensation Plans
None; not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
Related Party Transactions
As of March 31, 2018, and March 31, 2017, the Company owed $130,461 and $0 to the new chairman of the Board of Directors of the Company for operating expense payments on behalf of the Company.
As of March 31, 2018, and March 31, 2017, the Company owed $1,250 and $0 to a shareholder for the payment of transfer agent termination fee on behalf of the Company.
| 18 |
| Table of Contents |
8% Convertible Note – July 2017
Convertible notes payable consisted of the following at March 31, 2018 and March 31, 2017:
|
|
| March 31 |
|
| March 31 |
| ||
|
|
| 2018 |
|
| 2017 |
| ||
| Convertible Note - July 2017 |
| $ | 106,292 |
|
| $ | - |
|
On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of March 31, 2018, the accrued interest payable on the convertible note was $6,267.
Promoters and Certain Control Persons
See the heading “Transactions with Related Persons” above.
Parents of the Smaller Reporting Company
We have no parents.
Director Independence
We do not have any independent directors serving on our Board of Directors.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following is a summary of the fees billed to us by our independent auditors during the fiscal years ended March 31, 2018, and 2017:
|
|
| Heaton CPAs |
| |||||
|
|
| 2018 |
|
| 2017 |
| ||
| Audit fees |
| $ | 6,600 |
|
| $ | 6,200 |
|
| Audit related fees |
|
| - |
|
|
| - |
|
| Tax fees |
|
| - |
|
|
| - |
|
| Other fees |
|
| - |
|
|
| - |
|
| Total Fees |
| $ | 6,600 |
|
| $ | 6,200 |
|
Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”
Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.
| 19 |
| Table of Contents |
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this 10-K:
Exhibits:
| 20 |
| Table of Contents |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| M101 CORP. | ||
|
| |||
| DATED: June 29, 2018 | By: | /s/ Datin Chan Heng Si | |
|
| Datin Chan Heng Si | ||
|
| Chief Executive Officer (Principal Executive Officer) | ||
|
| By: | /s/ Lee Hui Chun | |
|
| Lee Hui Chin | ||
|
| Treasurer (Principal Financial Officer) | ||
| 21 |
EXHIBIT 31.1
CERTIFICATION
I, Datin Chan Heng Si, Chief Executive Officer of M101 CORP., certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of M101 CORP.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
|
|
|
|
|
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
|
|
|
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
|
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and |
|
|
|
|
|
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: June 29, 2018 | ||
| By: | /s/ Datin Chan Heng Si | |
| Name: | Datin Chan Heng Si | |
| Title: | Chief Executive Officer | |
EXHIBIT 31.2
CERTIFICATION
I, Lee Hui Chin, Treasurer of M101 CORP., certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of M101 CORP.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
|
|
|
|
|
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
|
|
|
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
|
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and |
|
|
|
|
|
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: June 29, 2018 | ||
| By: | /s/ Lee Hui Chin | |
| Name: | Lee Hui Chin | |
| Title: | Treasurer (Principal Financial Officer) | |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of M101 CORP. (the “Company”) on Form 10-K for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| 2. | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: June 29, 2018 | ||
| By: | /s/ Datin Chan Heng Si | |
| Name: | Datin Chan Heng Si | |
| Title: | Chief Executive Officer | |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of M101 CORP. (the “Company”) on Form 10-K for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| 2. | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: June 29, 2018 | ||
| By: | /s/ Lee Hui Chin | |
| Name: | Lee Hui Chin | |
| Title: | Treasurer (Principal Financial Officer) | |
Document and Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 31, 2018 |
Jun. 26, 2018 |
Sep. 29, 2017 |
|
| Document And Entity Information | |||
| Entity Registrant Name | M101 CORP. | ||
| Entity Central Index Key | 0001651932 | ||
| Document Type | 10-K | ||
| Document Period End Date | Mar. 31, 2018 | ||
| Amendment Flag | false | ||
| Current Fiscal Year End Date | --03-31 | ||
| Is Entity a Well-known Seasoned Issuer? | No | ||
| Is Entity a Voluntary Filer? | No | ||
| Is Entity's Reporting Status Current? | Yes | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Public Float | $ 0 | ||
| Entity Common Stock, Shares Outstanding | 760,250,000 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2018 |
Balance Sheets - USD ($) |
Mar. 31, 2018 |
Mar. 31, 2017 |
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|---|---|---|---|---|---|
| Current Assets | |||||
| Cash and cash equivalents | $ 8 | ||||
| Prepaid expenses | 5,833 | ||||
| Total Current Assets | 5,833 | 8 | |||
| TOTAL ASSETS | 5,833 | 8 | |||
| Current Liabilities | |||||
| Accounts payable and accrued liabilities | 41,340 | 13,522 | |||
| Accrued interest, related party | 6,267 | 5,480 | |||
| Due to related parties | 131,711 | ||||
| Notes payable | 38,040 | ||||
| Convertible note payable, related party | 106,292 | ||||
| Total Current Liabilities | 285,610 | 57,042 | |||
| STOCKHOLDERS' DEFICIT | |||||
| Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding | |||||
| Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 760,250,000 and 1,336,600,000 shares issued and outstanding, respectively | 760,250 | 1,336,600 | |||
| Capital deficiency | (449,450) | (985,800) | |||
| Accumulated deficit | (590,577) | (407,834) | |||
| Total Stockholders' Deficit | (279,777) | (57,034) | [1] | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 5,833 | $ 8 | |||
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Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2018 |
Mar. 31, 2017 |
|---|---|---|
| STOCKHOLDERS' DEFICIT | ||
| Preferred stock, par value, per share in dollars | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value, per share in dollars | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
| Common stock, shares issued | 760,250,000 | 1,336,600,000 |
| Common stock, shares outstanding | 760,250,000 | 1,336,600,000 |
Statements of Operations - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Statements Of Operations | ||
| REVENUES | ||
| OPERATING EXPENSES | ||
| General and administrative | 27,275 | 4,690 |
| Professional fees | 155,407 | 13,247 |
| Total operating expenses | 182,682 | 17,937 |
| OPERATING LOSS | (182,682) | (17,937) |
| OTHER INCOME (EXPENSES) | ||
| Interest expense | (7,434) | (3,724) |
| Tax expense | (100) | |
| Gain on settlement | 7,373 | |
| Total Other Income (Expenses) | (61) | (3,824) |
| NET LOSS | $ (182,743) | $ (21,761) |
| Basic and Diluted Loss per Common Share | $ (0.00) | $ (0.00) |
| Basic and Diluted Weighted Average Common Shares Outstanding | 842,360,137 | 1,336,600,000 |
Statements of Stockholders' Deficit - USD ($) |
Common Stock |
Capital Deficiency |
Accumulated Deficit |
Total |
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|---|---|---|---|---|---|---|---|
| Beginning Balance, Shares at Mar. 31, 2016 | 6,683,000 | ||||||
| Beginning Balance, Amount at Mar. 31, 2016 | $ 6,683 | $ 344,117 | $ (386,073) | $ (35,273) | |||
| NET LOSS | (21,761) | (21,761) | |||||
| Ending Balance, Shares at Mar. 31, 2017 | [1] | 1,336,600,000 | |||||
| Ending Balance, Amount at Mar. 31, 2017 | [1] | $ 1,336,600 | (985,800) | (407,834) | (57,034) | ||
| Issuance of note for cancellation of shares, Shares | (576,350,000) | ||||||
| Issuance of note for cancellation of shares, Amount | $ (576,350) | 536,350 | (40,000) | ||||
| NET LOSS | (182,743) | (182,743) | |||||
| Ending Balance, Shares at Mar. 31, 2018 | 760,250,000 | ||||||
| Ending Balance, Amount at Mar. 31, 2018 | $ 760,250 | $ (449,450) | $ (590,577) | $ (279,777) | |||
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NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS |
12 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | Concept Holding Corp. (the Company) was incorporated on May 20, 1980 under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of the shares to $0.001 per share, and to increase the authorized shares to 50,000,000.
On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which then became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of Company was changed to Concept Technologies, Inc.
On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.
On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.
On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”) to (a) increase the number of authorized shares of common and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock; (b) increase the issued and outstanding shares of common stock at a ratio of 200:1; and (c) change the Company’s ticker symbol to “MOZO”. These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60% of the Company’s voting shares.
On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation of Interim Financial Statements
Basis of Presentation
The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial Instruments
The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
Related Parties
We follow ASC 850,“Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Prepaid Expenses
Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.
As of March 31, 2018, prepaid expenses were $5,833 related to OTC Markets monthly fees from April to October 2018.
Convertible notes
Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement.
Basic Income (Loss) Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2018, and March 31, 2017, convertible notes was dilutive instrument and was not included in the calculation of diluted loss per share as their effect would be antidilutive.
The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares:
For the year ended March 31, 2018 and 2017, respectively, the following convertible notes was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations (see Note 5).
Other Income
During the year ended March 31, 2018, the Company has made $7,250 repayment to a transfer agent to settle the payable amount of $14,623 which resulted in a gain on debt settlement of $7,373.
Recently Issued Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
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GOING CONCERN |
12 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 3 - GOING CONCERN | The Company has not yet generated any revenue since its inception and has operating loss of $182,682 and net loss of $182,743 for the year ended March 31, 2018. As of March 31, 2018, the Company has accumulated deficit of $590,577, and negative working capital of $279,777. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to our company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue to cover operating expenses and in our ability to raise additional funds. |
RELATED PARTY TRANSACTIONS |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||
| NOTE 4 - RELATED PARTY TRANSACTIONS | As of March 31, 2018, and March 31, 2017, the Company owed $130,461 and $0 to the new chairman of the Board of Directors of the Company for operating expense payments on behalf of the Company.
As of March 31, 2018, and March 31, 2017, the Company owed $1,250 and $0 to a shareholder for the payment of transfer agent termination fee on behalf of the Company.
8% Convertible Note – July 2017
Convertible notes payable consisted of the following at March 31, 2018 and March 31, 2017:
On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of March 31, 2018, the accrued interest payable on the convertible note was $6,267. |
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INCOME TAX |
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTE 5 - INCOME TAX | The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended March 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of March 31, 2018 and March 31, 2017 are as follows:
As of March 31, 2018, the Company had $245,640 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2033 and 2038. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2014 through 2018 are subject to review by the tax authorities.
The changes in deferred tax assets related to the changes in tax rates are as follows:
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SHARE CAPITAL |
12 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 6 - SHARE CAPITAL | On July 21, 2017, the Board of Directors of the Company have executed a written consent to approve the increase of the Company’s total authorized shares from 100,000,000 shares to 10,010,000,000 shares (including preferred stock) and the execution of a forward split at the rate of two hundred shares for every one share currently issued and outstanding. The Company accounts for the forward stock split with a memorandum entry and a proportionate reduction of the par value. The outstanding shares have been restated retrospectively.
Preferred Stock
The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at March 31, 2018 and March 31, 2017, no preferred shares have been issued.
Common Stock
The Company is authorized to issue an aggregate of 10,000,000,000 shares of common stock with a par value of $0.001 per share.
On May 23, 2017, 576,350,000 shares were repurchased from a former shareholder for a $40,000 promissory note which was subsequently fully repaid on July 5, 2017.
As of March 31, 2018, and March 31, 2017, the Company had 760,250,000 shares and 1,336,600,000 of common stock issued and outstanding. |
SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 7 - SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date these condensed financial statements were issued. Based on our evaluation no other material events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Summary Of Significant Accounting Policies Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. |
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| Use of Estimates | The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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| Financial Instruments | The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. |
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| Related Parties | We follow ASC 850,“Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4). |
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| Prepaid Expenses | Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.
As of March 31, 2018, prepaid expenses were $5,833 related to OTC Markets monthly fees from April to October 2018. |
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| Convertible notes | Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. |
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| Basic Income (Loss) Per Share | The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2018, and March 31, 2017, convertible notes was dilutive instrument and was not included in the calculation of diluted loss per share as their effect would be antidilutive.
The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares:
For the year ended March 31, 2018 and 2017, respectively, the following convertible notes was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
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| Income Taxes | Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations (see Note 5).
Other Income
During the year ended March 31, 2018, the Company has made $7,250 repayment to a transfer agent to settle the payable amount of $14,623 which resulted in a gain on debt settlement of $7,373. |
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| Recently Issued Accounting Pronouncements | Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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| Summary Of Significant Accounting Policies Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares:
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| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the year ended March 31, 2018 and 2017, respectively, the following convertible notes was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
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RELATED PARTY TRANSACTIONS (Tables) |
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Mar. 31, 2018 | ||||||||||||||||||||||||||||
| Related Party Transactions Tables | ||||||||||||||||||||||||||||
| Convertible note payable, related party | Convertible notes payable consisted of the following at March 31, 2018 and March 31, 2017:
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INCOME TAX (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Tax Assets | The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of March 31, 2018 and March 31, 2017 are as follows:
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| Changes in deferred tax assets | The changes in deferred tax assets related to the changes in tax rates are as follows:
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NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (Detail Narrative) - $ / shares |
1 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
Jan. 04, 1990 |
Jul. 21, 2017 |
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 08, 2014 |
Dec. 22, 1982 |
|
| State of Incorporation | Utah | |||||
| Date of Incorporation | May 20, 1980 | |||||
| Shares par value reduce | $ 0.001 | |||||
| Increase in authorized shares | 50,000,000 | |||||
| Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
| Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
| Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 90,000,000 | |||
| Increased ratio of issued and outstanding common shares | 200:1 | |||||
| Capital stock shares authorized | 100,000,000 | 100,000,000 | ||||
| Increase in common stock shares | 10,000,000,000 | |||||
| Increase in preferred stock shares | 10,000,000 | |||||
| Company voting right shares | 60.00% | |||||
| Concept Technologies, Inc. [Member] | ||||||
| Buisness acquisition shares | 372,750 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Numerator: | ||
| Net loss available to stockholders | $ (182,743) | $ (21,761) |
| Denominator: | ||
| Weighted average number of common shares- Basic and Diluted | 842,360,137 | 1,336,600,000 |
| Net loss per common share - Basic and Diluted | $ (0.00) | $ (0.00) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares |
Mar. 31, 2018 |
Mar. 31, 2017 |
|---|---|---|
| Summary Of Significant Accounting Policies Details 1 | ||
| Convertible notes payable | 106,292,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Summary Of Significant Accounting Policies Details Narrative | ||
| Prepaid expenses | $ 5,833 | |
| Repayment of debt | 7,250 | |
| Debt payable | 14,623 | |
| Gain on debt settlement | $ 7,373 | |
GOING CONCERN (Detail Narrative) - USD ($) |
12 Months Ended | |||||
|---|---|---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Mar. 31, 2016 |
||||
| Going Concern Detail Narrative | ||||||
| Operating loss | $ (182,682) | $ (17,937) | ||||
| Net loss | (182,743) | (21,761) | ||||
| Accumulated deficit | (590,577) | (407,834) | ||||
| Stockholders' Deficit | $ (279,777) | $ (57,034) | [1] | $ (35,273) | ||
| ||||||
RELATED PARTY TRANSACTIONS (Details) - USD ($) |
Mar. 31, 2018 |
Mar. 31, 2017 |
|---|---|---|
| Related Party Transactions Details | ||
| Convertible Note - July 2017 | $ 106,292 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
Jul. 05, 2017 |
Mar. 31, 2018 |
Mar. 31, 2017 |
|---|---|---|---|
| Due to related parties | $ 131,711 | ||
| Convertible note payable | 106,292 | ||
| Accrued interest payable | 6,267 | 5,480 | |
| Board of Directors Chairman [Member] | |||
| Due to related parties | 130,461 | 0 | |
| Shareholder [Member] | |||
| Due to related parties | $ 1,250 | $ 0 | |
| Promissory Notes [Member] | |||
| Convertible note payable | $ 106,292 | ||
| Accounts payable and accrued liabilities | $ 21,704 | ||
| Interest rate | 8.00% | ||
| Conversion price | $ 0.01 | ||
| Accrued interest payable | $ 84,588 | ||
| Trading price per share | $ 0.0001 |
INCOME TAX (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Income Tax Details | ||
| Net operating loss carryforward | $ 245,640 | $ 64,200 |
| Tax Rate | 21.00% | 34.00% |
| Deferred tax asset | $ 51,584 | $ 21,828 |
| Less: Valuation allowance | (51,584) | (21,828) |
| Deferred tax asset | ||
INCOME TAX (Details 1) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Deferred tax assets tax rate | $ 23,757 | $ 2,829 |
| Tax Rate at 21% [Member] | ||
| Deferred tax assets tax rate | (38,376) | (4,570) |
| Tax Rate at 34% [Member] | ||
| Deferred tax assets tax rate | $ (62,133) | $ (7,399) |
INCOME TAX (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Income Tax Details Narrative | ||
| Net operating losses | $ 245,640 | $ 64,200 |
| Expiration year | begin to expire between 2033 and 2038. |
SHARE CAPITAL (Details Narrative) - USD ($) |
1 Months Ended | ||||
|---|---|---|---|---|---|
Jul. 21, 2017 |
May 23, 2017 |
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 08, 2014 |
|
| Share Capital Details Narrative | |||||
| Promissory note | $ 40,000 | ||||
| Shares repurchased | 576,350,000 | ||||
| Common stock, shares issued | 760,250,000 | 1,336,600,000 | |||
| Common stock, shares outstanding | 760,250,000 | 1,336,600,000 | |||
| Common stock, par value in dollars | $ 0.001 | $ 0.001 | $ 0.001 | ||
| Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 90,000,000 | ||
| Preferred stock, par value, per share in dollars | $ 0.001 | $ 0.001 | $ 0.001 | ||
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
| Capital stock shares authorized | 100,000,000 | 100,000,000 | |||
| Increase in capital stock shares authorised | 10,010,000,000 | ||||
| Forward split rate description | Two hundred shares for every one share currently issued and outstanding | ||||