UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended February 28, 2019
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number: 333-214122
CANNIS, INC. (Exact name of small business issuer as specified in its charter) | ||||
| ||||
Nevada
(State or other jurisdiction of incorporation or organization)
|
2750
(Primary Standard Industrial Classification Number)
Level 9, Melilea Tower, No. 6, Avenue 3 The Horizon, Bangsar South, No. 8, Jalan Kerinchi 59200, Kuala Lumpur, Malaysia (Address of principal executive offices) |
+603 2242 0484 |
(Issuer's telephone number) |
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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] | Smaller reporting company [X] |
Non-accelerated filer [ ] |
| Emerging growth company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,340,000 common shares issued and outstanding as of April 9, 2019.
1
CANNIS, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
|
| Page |
PART I | FINANCIAL INFORMATION: |
|
|
|
|
Item 1. | Financial Statements (Unaudited) | 3 |
|
|
|
| Condensed Balance Sheets as of February 28, 2019 (unaudited) and August 31, 2018 | 4 |
|
|
|
| Condensed Statements of Operations for the three and six months period ended February 28, 2019 and 2018 (unaudited) | 5 |
|
|
|
| Condensed Statements of Changes in Stockholders Equity as of February 28, 2019 (unaudited) and August 31, 2018 | 6 |
|
|
|
| Condensed Statements of Cash Flows for the six months period ended February 28, 2019 and 2018 (unaudited) | 7 |
|
|
|
| Notes to the Condensed Unaudited Financial Statements | 8 |
|
|
|
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 |
|
|
|
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
|
|
|
Item 4. | Controls and Procedures | 15 |
|
|
|
PART II | OTHER INFORMATION: |
|
|
|
|
Item 1. | Legal Proceedings | 16 |
|
|
|
Item 1A | Risk Factors | 16 |
|
|
|
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
|
|
|
Item 3. | Defaults Upon Senior Securities | 16 |
|
|
|
Item 4. | Mining Safety Disclosures | 16 |
|
|
|
Item 5. | Other Information | 16 |
|
|
|
Item 6. | Exhibits | 16 |
|
|
|
| Signatures |
|
2
Part 1. Financial Information
Cannis, Inc.
(F/K/A: Zartex, Inc.)
Balance Sheets
As of February 28, 2019 and August 31, 2018
Assets |
| As of February 28, 2019 (Unaudited) |
| As of August 31, 2018 (Audited) |
Current assets |
|
|
|
|
Cash and cash equivalents |
| $ - |
| $ 17,439 |
Total current assets |
| - |
| 17,439 |
|
|
|
|
|
Non-current assets |
|
|
|
|
Property and equipment, net |
| - |
| 8,204 |
Intangible assets, net |
| - |
| 3,468 |
Total non-current assets |
| - |
| 11,672 |
|
|
|
|
|
Total Assets |
| $ - |
| $ 29,111 |
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Accounts payable |
| $ - |
| $ 14,610 |
Loan from related parties |
| 13,700 |
| 32,379 |
Total current liabilities |
| 13,700 |
| 46,989 |
|
|
|
|
|
Total Liabilities |
| $ 13,700 |
| $ 46,989 |
|
|
|
|
|
Shareholders' Equity |
|
|
|
|
Common stock ($0.001 par value, 75,000,000 shares authorized; 6,340,000 shares issued and outstanding) |
| $ 6,340 |
| $ 6,340 |
Additional paid-in-capital |
| 25,460 |
| 25,460 |
Deficit accumulated |
| (45,500) |
| (49,678) |
Total shareholders' equity |
| (13,700) |
| (17,878) |
|
|
|
|
|
Total Liabilities and Shareholders' Equity |
| $ - |
| $ 29,111 |
The accompanying notes are an integral part of these financial statements
3
Cannis, Inc.
(F/K/A: Zartex, Inc.)
Statements of Operations and Comprehensive Income
For the three and six months ended February 28, 2019 and 2018
(Unaudited)
|
| Three Months Ended February 28, 2019 |
| Three Months Ended February 28, 2018 |
| Six Months Ended February 28, 2019 |
| Six Months Ended February 28, 2018 |
Revenue |
| $ - |
| $ - |
| $ - |
| $ - |
Cost of revenue |
| - |
| - |
| - |
| - |
Gross margin |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
General and administrative expense |
| 9,600 |
| 2,966 |
| 31,058 |
| 10,762 |
Total operating expenses |
| 9,600 |
| 2,966 |
| 31,058 |
| 10,762 |
|
|
|
|
|
|
|
|
|
Loss from operations |
| (9,600) |
| (2,966) |
| (31,058) |
| (10,762) |
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
Forgiveness of debt |
| - |
| - |
| 35,236 |
| - |
Total other income |
| - |
| - |
| 35,236 |
| - |
|
|
|
|
|
|
|
|
|
Operating income (loss) before income taxes |
| (9,600) |
| (2,966) |
| 4,178 |
| (10,762) |
|
|
|
|
|
|
|
|
|
Provision for income taxes |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ (9,600) |
| $ (2,966) |
| $ 4,178 |
| $ (10,762) |
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share: |
|
|
|
|
|
|
|
|
Basic and Diluted |
| $ (0.00) |
| $ (0.00) |
| $ 0.00 |
| $ (0.00) |
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding: |
|
|
|
|
|
|
|
|
Basic and Diluted |
| 6,340,000 |
| 6,340,000 |
| 6,340,000 |
| 6,340,000 |
|
|
|
| |
|
|
|
|
The accompanying notes are an integral part of these financial statements
4
Cannis, Inc.
(F/K/A: Zartex, Inc.)
Statements of Changes in Stockholders Equity
As of February 28, 2019 and August 31, 2018
(Unaudited)
|
| Number of | Common | Additional Paid | Retained |
|
|
| Shares | Stock | In Capital | Earnings | Total |
Balance at September 1, 2017 |
| 6,340,000 | $ 6,340 | $ 25,460 | $ (18,696) | $ 13,104 |
Net Loss |
| - | - | - | (30,982) | (30,982) |
Balance at August 31, 2018 |
| 6,340,000 | $ 6,340 | $ 25,460 | $ (49,678) | $ (17,878) |
Net Income |
| - | - | - | 4,178 | 4,178 |
Balance at February 28, 2019 |
| 6,340,000 | $ 6,340 | $ 25,460 | $ (45,500) | $ (13,700) |
5
The accompanying notes are an integral part of these financial statements.
Cannis, Inc.
(F/K/A: Zartex, Inc.)
Statements of Cash Flows
For the six months ended February 28, 2019 and 2018
(Unaudited)
|
| Six Months Ended February 28, 2019 |
| Six Months Ended February 28, 2018 |
Cash flows from operating activities |
|
|
|
|
Net Income (Loss) |
| $ 4,178 |
| $ (10,762) |
Adjustments to reconcile net loss to net cash from operations: |
|
|
|
|
Depreciation and amortization |
| - |
| 1,952 |
Write-off of fixed assets |
| 11,672 |
| - |
Forgiveness of debt |
| (35,236) |
| - |
Changes in operating assets and liabilities: |
|
|
|
|
Accounts payable |
| (4,853) |
| 1,700 |
Net cash used in operating activities |
| (24,239) |
| (7,110) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds of related party loans |
| 13,700 |
| - |
Repayment of related party loans |
| (6,900) |
| - |
Net cash provided by financing activities |
| 6,800 |
| - |
|
|
|
|
|
Net change in cash and cash equivalents |
| (17,439) |
| (7,110) |
|
|
|
|
|
Cash and cash equivalents, beginning |
| 17,439 |
| 24,549 |
|
|
|
|
|
Cash and cash equivalents, end |
| $ - |
| $ 17,439 |
|
|
|
|
|
Supplementary cash flows information: |
|
|
|
|
Tax paid |
| $ - |
| $ - |
Interest paid |
| $ - |
| $ - |
The accompanying notes are an integral part of these financial statements.
6
Cannis, Inc.
(F/K/A: Zartex, Inc.)
Statements of Cash Flows
For the six months ended February 28, 2019 and 2018
(Unaudited)
Cannis, Inc.
(F/K/A Zartex, Inc)
Notes to Financial Statements
(Unaudited)
NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
Cannis, Inc. formerly Zartex, Inc. (the Company) was incorporated under the corporation laws in the State of Nevada on August 17, 2016. The Company changed its name from Zartex, Inc. to Cannis, Inc. on December 6, 2018. The Company was in the business of software development which sought to deliver services for the garment distribution industry.
Effective November 14, 2018, a change of control occurred with respect to the Company. In connection with the change of control transaction, the Company has ceased its operations, transferred its assets and became a shell company.
The Companys activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute its business plan.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. As the Company has no other comprehensive income, the income is equal to the Companys total comprehensive income.
Interim Financial Information
The unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.
These financial statements should be read in conjunction with the audited financial statements as of and for the year ended August 31, 2018, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements as of and for the year ended August 31, 2018.
Development Stage
The Company is a development stage entity as defined in ASC 915 Development Stage Entities. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations had not commenced. All losses accumulated since inception had been considered as part of the Company's development stage activities.
The Company had elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presented or disclosed inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from managements estimates and assumptions.
7
Fair Values of Financial Instruments
The Company adopted ASC 820 Fair Value Measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:
|
|
|
| · | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
|
|
| · | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
|
|
|
| · | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
As of the balance sheet date, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each quarter.
Cash and Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings or loss per share is computed by dividing net income or loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings or loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings or loss per share excludes all potential common shares if their effect is anti-dilutive.
Revenue Recognition
On January 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
There was no significant impact to the statement of operations and comprehensive income (loss) as the Companys existing revenue policies are in line with ASC 606.
Prior to the change of control that occurred on November 14, 2018, the Companys revenue consisted of service revenue from Match Me software programming code with customization service. The Company recognized revenue when performance obligations identified under the terms of the contracts with its customers were satisfied, which generally occurs when the programming code of the software and the customization services were delivered to the customer when completed in accordance with the contractual terms and conditions of the sale.
Software Development Costs
Prior to the change of control that occurred on November 14, 2018, the Companys cost of revenue consisted of costs incurred in researching and developing a computer software product. Such costs were charged to expense until technological feasibility had been established for the product. Judgment was required in determining when technological feasibility of a product was established and the Company had determined that technological feasibility for its software products was reached after all high-risk development issues had been resolved through coding and testing. Generally, that occurred shortly before the products were available to the public for sale.
8
The Match Me software programming code was developed by the Companys former sole officer and director, Aleksandr Zausaev. Software development and customization expenses included Mr. Zausaevs labor cost.
Cost of Revenue
Cost of revenue included: software development costs and software customization costs. Capitalized software development costs were amortized over the estimated lives of the software.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Companys results of operations, financial position or cash flows.
Property and Equipment & Depreciation
Property and equipment are stated at cost less accumulated depreciation comprised of computer equipment and are depreciated on the straight-line method over the estimated life of the asset, which is 5 years.
Intangible Assets & Amortization
The Companys intangible assets are stated at cost less accumulated amortization comprised of computer software and are amortized on the straight-line method over the estimated life of the asset which is 3 years.
Impairment of Long-Lived Assets
The Company accounts for impairment of plant and equipment and amortizable intangible assets in accordance with ASC 360, Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of, which requires the Company to evaluate a long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the assets (or asset groups) fair value.
NOTE 3 GOING CONCERN
The Companys financial statements as of February 28, 2019, been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated net loss of $45,500 since inception. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
9
NOTE 4 PROPERTY & EQUIPMENT
Property and equipment, net, is comprised of the following:
|
| February 28, 2019 |
| August 31, 2018 |
Computer and Equipment |
| $ - |
| $ 10,850 |
Total |
| - |
| 10,850 |
Accumulated Depreciation |
| - |
| (2,646) |
Net |
| $ - |
| $ 8,204 |
Depreciation expenses were $0 and $1,086 for the six months ended February 28, 2019 and 2018.
On November 14, 2018, the Company had a change of control. Property and equipment in the amounts of $8,204 were transferred to the former sole officer of the Company for the six months ended February 28, 2019. Refer to Note 7 - Change of Control.
NOTE 5 INTANGIBLE ASSETS
Intangible assets consisted of the following:
|
| February 28, 2019 |
| August 31, 2018 |
Computer Software |
| $ - |
| $ 5,200 |
Total |
| - |
| 5,200 |
Accumulated Amortization |
| - |
| (1,732) |
Net |
| $ - |
| $ 3,468 |
Amortization expenses were $0 and $866 for the six months ended February 28, 2019 and 2018.
On November 14, 2018, the Company had a change of control. Intangible assets in the balance of $3,468 have been written off and recorded for the six months ended February 28, 2019. Refer to Note 7 - Change of Control.
NOTE 6 CAPITAL STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.
On September 12, 2016, the Company issued 5,000,000 shares of common stock at $0.001 per share for a proceed of $5,000.
For the year period ended August 31, 2017, the Company issued 1,340,000 shares of common stock at $0.02 per share for a proceed of $26,800.
As of February 28, 2019, the Company had 6,340,000 shares issued and outstanding.
10
NOTE 7 CHANGE OF CONTROL
Effective November 14, 2018, the Company, Mr. Aleksandr Zausaev (Seller) and Mr. Eu Boon Ching (Buyer) entered into a Security Purchase Agreement (SPA). Pursuant to the SPA, Buyer acquired from Seller 5,000,000 shares of common stock of the Company.
In addition, Mr. Ching acquired an additional 1,335,000 shares of common stock of the Company from certain other shareholders of the Company pursuant to a separate stock purchase agreement. The total number of shares of common stock acquired by Mr. Ching is 6,335,000, and all such shares now held by Mr. Ching are restricted and/or control securities.
Simultaneously, Mr. Zausaev forgave $35,236 of related party debt. The Company relinquished all its assets to settle all its liabilities during the change of control transaction. In connection with these transactions, the Company has ceased its prior operations and is now a shell company.
NOTE 8 RELATED PARTY LOANS
With respect to the change of control, Mr. Zausaev, resigned in all officer and director capacities from the Company and Mr. Ching was appointed the sole officer and sole director of the Company. Mr. Zausaev forgave $35,236 of related party debt owed to him.
In support of the Companys cash requirements, CannisApp Sdn Bhd, an entity which Mr. Ching, the Companys officer and director, is a majority owner, advanced $13,700 to support the Companys operations. There was no formal written commitment for continued support by Mr. Ching. The advances were considered temporary in nature and have not been formalized by a promissory note. The outstanding payable owed to CannisApp Sdn Bhd was $13,700 as of February 28, 2019. The amount is non-interest bearing and due on demand without maturity date.
NOTE 9 INCOME TAX
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets. In addition, net operating losses (NOL) arising after December 31, 2017 can be carryforward indefinitely while limiting the NOL deduction for a given year to 80% of taxable income.
As of February 28, 2019, the Company had net operating loss carry forwards of $45,500 that may be available to reduce future years taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 10 - SUBSEQUENT EVENT
The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to February 28, 2019 but prior to April 9, 2019, the date the financial statements were available to be issued, there was no subsequent event that would require disclosure to or adjustment in the financial statements.
11
ITEM 2. | MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENT NOTICE
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
GENERAL
We were incorporated in the State of Nevada on August 17, 2016 under the name Zartex, Inc. On December 6, 2018, we changed our name to Cannis, Inc. From inception until November 14, 2018, the Companys principal business consisted of software development.
Effective November 14, 2018, a change of control occurred with respect to Zartex, Inc. (Company). Pursuant to a Securities Purchase Agreement entered into by and among the Company, Mr. Aleksandr Zausaev (Seller) and Mr. Eu Boon Ching (Buyer), Buyer acquired from Seller 5,000,000 shares of common stock of Company. In addition, pursuant to a separate Stock Purchase Agreement by and among Mr. Ching, as buyer, and certain other shareholders of the Company, Mr. Ching acquired an additional 1,335,000 shares of common stock of the Company. The total number of shares of common stock acquired by Mr. Ching is 6,335,000, and all such shares now held by Mr. Ching are restricted and/or control securities.
On the closing of the above transaction, Mr. Zausaev, the then sole officer and director of the Company, resigned in all officer and director capacities from the Company and Mr. Ching was appointed the sole officer of the Company (Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer) and a sole Director of the Company. At closing, the Company assigned all of its assets to Mr. Zausaev in exchange for certain considerations including his cancellation and waiver of all outstanding liabilities of the Company in favor of the former sole officer and director.
Effective immediately at closing, the Company permanently ceased its previous operating activities of software development. Consequently, the Company is now a shell company seeking to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.
As mentioned above, on December 6, 2018, the Company amended its Articles of Incorporation with the Nevada Secretary of State to effect the name change of the Company to Cannis, Inc. (Corporate Action). On November 29, 2018, our majority stockholder, holding 99% of our outstanding voting securities approved the Corporate Action.
12
RESULTS OF OPERATIONS
THREE AND SIX MONTHS PERIODS ENDED FEBRUARY 28, 2019 COMPARED TO THE THREE AND SIX MONTHS PERIODS ENDED FEBRUARY 28, 2018
Revenues
During the three and six months ended February 28, 2019 and 2018, respectively, we did not have any revenue from operations.
Operating Expenses
During the three months ended February 28, 2019, we incurred general and administrative expenses of $9,600 as compared to $2,966 for the three months ended February 28, 2018.
During the six months ended February 28, 2019, we incurred general and administrative expenses of $31,058 compared to $10,762 for the six months ended February 28, 2018.
The increase in general and administrative expenses was due to $11,672 in property and equipment write-off for the control change during the six months ended February 28, 2019. General and administrative expenses mainly consist legal, accounting and other professional fees.
Our loss from operations for the three months ended February 28, 2019 and 2018 were $9,600 and $2,966, respectively, while net loss from operations for the six months ended February 28, 2019 and 2018 were $31,058 and $10,762, respectively.
Other Income
During the six months ended February 28, 2019, we had a forgiveness of debt by the Companys former sole officer and director and controlling shareholder in the amount of $35,236 in connection with the change of control, which occurred on November 14, 2018. We did not have a similar forgiveness of related party debt for any other period.
Net Income/(Loss)
For the three months ended February 28, 2019, we had a net loss of $9,600 as compared to $2,966 for the same respective period last year.
For the six months ended February 28, 2019, we had a net income of $4,178 as compared to a net loss of $10,762 for the same respective period last year.
LIQUIDITY AND CAPITAL RESOURCES
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances by related party and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
13
As at February 28, 2019, our working capital deficit was $13,700 as compared with a working capital deficit of $29,550 as at August 31, 2018. The decrease for the current period is due to the forgiveness of related party debt by the Companys former sole officer, director and controlling shareholder.
As at February 28, 2019, we had related party loans of $13,700, as compared with $32,379 as at August 31, 2018.
Cash and cash equivalents at February 28, 2019 was $0 compared with $17,439 at August 31, 2018.
There were 6,340,000 shares of common stock issued and outstanding as of February 28, 2019 and August 31, 2018, respectively.
The Company has generated net cash used in operating activities of $24,239 for the six months ended February 28, 2019 which resulted from related party debt forgiven of $35,236 due to change of control
The Company has generated net cash provided by financing activities of $6,800 for the six months ended February 28, 2019 as the Company received proceeds from related party loans.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company currently has no assets, no business or recurring income which raises substantial doubt about its ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Companys ability to merger with or acquire profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.
OFF-BALANCE SHEET ARANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4. | CONTROLS AND PROCEDURES |
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the
14
Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Management also confirmed that there was no change in our internal control over financial reporting during the six months period ended February 28, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
15
PART II. | OTHER INFORMATION |
ITEM 1. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. | RISK FACTORS |
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable to our Company.
ITEM 5. | OTHER INFORMATION |
None
ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
|
|
|
31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
|
|
|
31.2 |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
|
|
|
32.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
32.2
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 12, 2019
Cannis Inc.
/s/ Eu Boon Ching
Eu Boon Ching
Chief Executive Officer and
Chief Financial officer
(Principal Executive, Financial
and Accounting Officer)
Exhibit 31.1
Certification of the Company’s Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Eu Boon Ching, certify that:
1. | I have reviewed this report on Form 10-Q of Cannis, Inc.; | |
2. | Based on my knowledge, this annual 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 annual report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this annual report; | |
4. | I am the registrant’s sole certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-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 controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and | |
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. | As the registrant’s sole certifying officer, I have disclosed, based on our 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. |
April 12, 2019
Cannis Inc.
/s/ Eu Boon Ching
Eu Boon Ching
Chief Executive Officer and
Chief Financial officer
(Principal Executive, Financial
and Accounting Officer)
Exhibit 32.1
Certification of Principal Executive Officer and Principal Financial Officer
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 Quarterly Report of Cannis, Inc. (the Company) on Form 10-Q for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Eu Boon Ching, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
April 12, 2019
Cannis Inc.
/s/ Eu Boon Ching
Eu Boon Ching
Chief Executive Officer and
Chief Financial officer
(Principal Executive, Financial
and Accounting Officer)
Document and Entity Information |
6 Months Ended |
---|---|
Feb. 28, 2019
USD ($)
shares
| |
Document and Entity Information: | |
Entity Registrant Name | Cannis, Inc. |
Document Type | 10-Q |
Document Period End Date | Feb. 28, 2019 |
Trading Symbol | cann |
Amendment Flag | false |
Entity Central Index Key | 0001684508 |
Current Fiscal Year End Date | --08-31 |
Entity Common Stock, Shares Outstanding | shares | 6,340,000 |
Entity Public Float | $ | $ 6,340,000 |
Entity Filer Category | Non-accelerated Filer |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q2 |
Balance Sheets - USD ($) |
Feb. 28, 2019 |
Aug. 31, 2018 |
---|---|---|
Current assets | ||
Cash and cash equivalents | $ 17,439 | |
Total current assets | 17,439 | |
Non-current assets | ||
Property and equipment, net | 8,204 | |
Intangible assets, net | 3,468 | |
Total non-current assets | 11,672 | |
Total Assets | 29,111 | |
Current liabilities | ||
Accounts payable | 14,610 | |
Loan from related parties | $ 13,700 | 32,379 |
Total current liabilities | 13,700 | 46,989 |
Total Liabilities | 13,700 | 46,989 |
Shareholders' Equity | ||
Common stock ($0.001 par value, 75,000,000 shares authorized; 6,340,000 shares issued and outstanding) | 6,340 | 6,340 |
Additional paid-in-capital | 25,460 | 25,460 |
Deficit accumulated | (45,500) | (49,678) |
Total shareholders' equity | $ (13,700) | (17,878) |
Total Liabilities and Shareholders' Equity | $ 29,111 |
Statements of Operations and Comprehensive Income - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 28, 2019 |
Feb. 28, 2018 |
Feb. 28, 2019 |
Feb. 28, 2018 |
|
Operating expenses | ||||
General and administrative expense | $ 9,600 | $ 2,966 | $ 31,058 | $ 10,762 |
Total operating expenses | 9,600 | 2,966 | 31,058 | 10,762 |
Loss from operations | (9,600) | (2,966) | (31,058) | (10,762) |
Other income | ||||
Forgiveness of debt | (35,236) | |||
Total other income | 35,236 | |||
Operating income (loss) before income taxes | (9,600) | (2,966) | 4,178 | (10,762) |
Net income (loss) | $ (9,600) | $ (2,966) | $ 4,178 | $ (10,762) |
Earnings (Loss) Per Share: | ||||
Basic and Diluted | $ (0.00) | $ (0.00) | $ 0.00 | $ (0.00) |
Weighted Average Shares Outstanding:Basic and Diluted | 6,340,000 | 6,340,000 | 6,340,000 | 6,340,000 |
Statements of Cash Flows - USD ($) |
6 Months Ended | |
---|---|---|
Feb. 28, 2019 |
Feb. 28, 2018 |
|
Cash flows from operating activities | ||
Profit (Loss) | $ 4,178 | $ (10,762) |
Adjustments to reconcile net loss to net cash from operations: | ||
Depreciation and amortization | 1,952 | |
Write-off of fixed assets | 11,672 | |
Forgiveness of debt | (35,236) | |
Accounts payable | (4,853) | 1,700 |
Net cash used in operating activities | (24,239) | (7,110) |
Cash flows from financing activities | ||
Proceeds of related party loans | 13,700 | |
Repayment of related party loans | (6,900) | |
Net cash provided by financing activities | 6,800 | |
Net change in cash and cash equivalents | (17,439) | (7,110) |
Cash and cash equivalents, beginning | $ 17,439 | 24,549 |
Cash and cash equivalents, end | $ 17,439 |
Note 1 - Organization and Basis of Presentation |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 1 - Organization and Basis of Presentation | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
Cannis, Inc. formerly Zartex, Inc. (the Company) was incorporated under the corporation laws in the State of Nevada on August 17, 2016. The Company changed its name from Zartex, Inc. to Cannis, Inc. on December 6, 2018. The Company was in the business of software development which sought to deliver services for the garment distribution industry.
Effective November 14, 2018, a change of control occurred with respect to the Company. In connection with the change of control transaction, the Company has ceased its operations, transferred its assets and became a shell company.
The Companys activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute its business plan. |
Note 2 - Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2019 | |||||||||||||||||||
Notes | |||||||||||||||||||
Note 2 - Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. As the Company has no other comprehensive income, the income is equal to the Companys total comprehensive income.
Interim Financial Information
The unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.
These financial statements should be read in conjunction with the audited financial statements as of and for the year ended August 31, 2018, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements as of and for the year ended August 31, 2018.
Development Stage
The Company is a development stage entity as defined in ASC 915 Development Stage Entities. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations had not commenced. All losses accumulated since inception had been considered as part of the Company's development stage activities.
The Company had elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presented or disclosed inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from managements estimates and assumptions.
Fair Values of Financial Instruments
The Company adopted ASC 820 Fair Value Measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:
As of the balance sheet date, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each quarter.
Cash and Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings or loss per share is computed by dividing net income or loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings or loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings or loss per share excludes all potential common shares if their effect is anti-dilutive.
Revenue Recognition
On January 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
There was no significant impact to the statement of operations and comprehensive income (loss) as the Companys existing revenue policies are in line with ASC 606.
Prior to the change of control that occurred on November 14, 2018, the Companys revenue consisted of service revenue from Match Me software programming code with customization service. The Company recognized revenue when performance obligations identified under the terms of the contracts with its customers were satisfied, which generally occurs when the programming code of the software and the customization services were delivered to the customer when completed in accordance with the contractual terms and conditions of the sale.
Software Development Costs
Prior to the change of control that occurred on November 14, 2018, the Companys cost of revenue consisted of costs incurred in researching and developing a computer software product. Such costs were charged to expense until technological feasibility had been established for the product. Judgment was required in determining when technological feasibility of a product was established and the Company had determined that technological feasibility for its software products was reached after all high-risk development issues had been resolved through coding and testing. Generally, that occurred shortly before the products were available to the public for sale.
The Match Me software programming code was developed by the Companys former sole officer and director, Aleksandr Zausaev. Software development and customization expenses included Mr. Zausaevs labor cost.
Cost of Revenue
Cost of revenue included: software development costs and software customization costs. Capitalized software development costs were amortized over the estimated lives of the software.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Companys results of operations, financial position or cash flows.
Property and Equipment & Depreciation
Property and equipment are stated at cost less accumulated depreciation comprised of computer equipment and are depreciated on the straight-line method over the estimated life of the asset, which is 5 years.
Intangible Assets & Amortization
The Companys intangible assets are stated at cost less accumulated amortization comprised of computer software and are amortized on the straight-line method over the estimated life of the asset which is 3 years.
Impairment of Long-Lived Assets
The Company accounts for impairment of plant and equipment and amortizable intangible assets in accordance with ASC 360, Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of, which requires the Company to evaluate a long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the assets (or asset groups) fair value.
|
Note 3 - Going Concern |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 3 - Going Concern | NOTE 3 GOING CONCERN
The Companys financial statements as of February 28, 2019, been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated net loss of $45,500 since inception. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
|
Note 4 - Property & Equipment |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2019 | ||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||
Note 4 - Property & Equipment | NOTE 4 PROPERTY & EQUIPMENT
Property and equipment, net, is comprised of the following:
Depreciation expenses were $0 and $1,086 for the six months ended February 28, 2019 and 2018.
On November 14, 2018, the Company had a change of control. Property and equipment in the amounts of $8,204 were transferred to the former sole officer of the Company for the six months ended February 28, 2019. Refer to Note 7 - Change of Control.
|
Note 5 - Intangible Assets |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2019 | ||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||
Note 5 - Intangible Assets | NOTE 5 INTANGIBLE ASSETS
Intangible assets consisted of the following:
Amortization expenses were $0 and $866 for the six months ended February 28, 2019 and 2018.
On November 14, 2018, the Company had a change of control. Intangible assets in the balance of $3,468 have been written off and recorded for the six months ended February 28, 2019. Refer to Note 7 - Change of Control.
|
Note 6 - Capital Stock |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 6 - Capital Stock | NOTE 6 CAPITAL STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.
On September 12, 2016, the Company issued 5,000,000 shares of common stock at $0.001 per share for a proceed of $5,000.
For the year period ended August 31, 2017, the Company issued 1,340,000 shares of common stock at $0.02 per share for a proceed of $26,800.
As of February 28, 2019, the Company had 6,340,000 shares issued and outstanding. |
Note 7 - Change of Control |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 7 - Change of Control | <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'><b>NOTE 7 CHANGE OF CONTROL</b></p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'> </p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'>Effective November 14, 2018, the Company, Mr. Aleksandr Zausaev (Seller) and Mr. Eu Boon Ching (Buyer) entered into a Security Purchase Agreement (SPA). Pursuant to the SPA, Buyer acquired from Seller 5,000,000 shares of common stock of the Company. </p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'> </p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'>In addition, Mr. Ching acquired an additional 1,335,000 shares of common stock of the Company from certain other shareholders of the Company pursuant to a separate stock purchase agreement. The total number of shares of common stock acquired by Mr. Ching is 6,335,000, and all such shares now held by Mr. Ching are restricted and/or control securities.</p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'> </p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'>Simultaneously, Mr. Zausaev forgave $35,236 of related party debt. The Company relinquished all its assets to settle all its liabilities during the change of control transaction. In connection with these transactions, the Company has ceased its prior operations and is now a shell company. </p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify;text-justify:inter-ideograph'> </p> |
Note 8 - Related Party Loans |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 8 - Related Party Loans | NOTE 8 RELATED PARTY LOANS
With respect to the change of control, Mr. Zausaev, resigned in all officer and director capacities from the Company and Mr. Ching was appointed the sole officer and sole director of the Company. Mr. Zausaev forgave $35,236 of related party debt owed to him.
In support of the Companys cash requirements, CannisApp Sdn Bhd, an entity which Mr. Ching, the Companys officer and director, is a majority owner, advanced $13,700 to support the Companys operations. There was no formal written commitment for continued support by Mr. Ching. The advances were considered temporary in nature and have not been formalized by a promissory note. The outstanding payable owed to CannisApp Sdn Bhd was $13,700 as of February 28, 2019. The amount is non-interest bearing and due on demand without maturity date.
|
Note 9 - Income Tax |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 9 - Income Tax | NOTE 9 INCOME TAX
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets. In addition, net operating losses (NOL) arising after December 31, 2017 can be carryforward indefinitely while limiting the NOL deduction for a given year to 80% of taxable income.
As of February 28, 2019, the Company had net operating loss carry forwards of $45,500 that may be available to reduce future years taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. |
Note 10 - Subsequent Event |
6 Months Ended |
---|---|
Feb. 28, 2019 | |
Notes | |
Note 10 - Subsequent Event | NOTE 10 - SUBSEQUENT EVENT
The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to February 28, 2019 but prior to April 9, 2019, the date the financial statements were available to be issued, there was no subsequent event that would require disclosure to or adjustment in the financial statements.
|
[(6DVIXCB
M]D9CJ,B?$D:,^,!'HXO9I1\F?\AV7]1=\*R-'8/ 4% T,T!4E+,\X5*
MO9"W$M+=B,'+$IG6(+9S@6.] ]Q6XF\QW'TG#07MW>I
M[F0L!;P&_ 6:)/9?D6$_&8G;>B5W>B"\H&8I1%$LDPWZ0,\:NX IWZI(;19
MR@D[B^:<3#:1LRBM]F;7FF5Q#[8([.^=2@QA*W&_UM$:7I5@M'"E6"5@J7-A
M57ZG([!;P#.::25S^B!&KZ(7)>UHM(G^I"BS 8 ,0WW&IG@DQ"/^-BAI
M]A%_K^$]5\=(_'90WTKFD!]U2:C*''-$P44C8B!7SF$6ZH6AF#Q,!,0N1:A2
M\)0<(%^J^T:O06Y2@^T054X7D1_^YPY0LBEMB.5M%7!P7@FL*8 \7[ER?:@@
M?Y3$&V#_+ZW.>(+CIZRN@'#Z05;I$X\N'>T=4-93T1STU4#1LE1%3L2(07/S
MS#
)X=+"UA8_BU[4PZF\!Y.TM+Y QHO1*/7F0
MR&J?\U'Z1H_++CVM?X"W&GO5>J.ZW3"O($#72]^PX;>VU(_F45<4GI/"J?7#
MFRWX 2'OY"'W/#]]W.%!@(_LUYO-=CJT[P5?<[,;;]/8C?W]_2WZ-9U8',U<
MAOTM^-4\. 4ROV#X IR,;Z5$U(?6.J9REFNB8$;*U537!&H9O7'OAH.G]V
M2QG'1)92QS'9&2G:/C._0(:PLSQ!)##D',3-4*)!R[+2E.,-Y[/@CTWY#$\N
MNOVM^;CZ4'^2_+#['U!+ P04 " ,>XQ..S>YVW # !'%@ %0 &-A
M;FXM,C Q.3 R,CA?9&5F+GAM;+V874_;,!B%K^%7>.R"32)-T]+15GRH*X5U
M*J-J-T";ILE-WC06B5ULIQ_[];,# ;)^0)N0&TJ&PY/IH&/QL %
M8?1HURH4=Q%0FSF$#H]VB6!&M5JI&=;NR?'VX3O#0%W.G- &!PUFJ'5ZWNB)
MD$A @KER@CGLH88SQE07-%DP"B5PU*:4C;%4!F)/7=B%/75O-.-DZ$GTH?D1
ME8K%JE$J6E7TJ]N]:5R<73=_?KW:O^KT;KY S$;5"#!]\WRR#KV$+-_2;D@S=D]J;
M"L&%A28AA@Z^;Y:AU["%&_IM289VM>Y+;1BR+N7RY.%W6&KGS76Y9AE>@S6<
M@%]+(J!O,X7S G,#6?\$Q/3#NE:T633H$8P4-3FR-AY1QAG>%,E8^6"1YY>KJ$$ND$
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MSW ,W!E5;,0 &^1M?3[%R%"78$.I8G/IG<@G>1+QRTK'J);\QPD,6Z_C ^
MITL4XV+*E,W*5$RQX#]EV2.QJ)\CU=S2I+H4C&62,3[@FZ:06Z+?U'8PQ>A*
MG[65 4UVB+XQSC KK*]KM^?VG#HYI/=Q9HNH->)FRT*\M[U7Z+):WD_YN5F'
M.[9U>'%Y?G%\>?UO*PQV_/.7TXO/QV?7&V-QP1A8>;"X@KJX8JZ[I9$LNN1-
M-0^Q_L!:9U-\P[HGNZV=8KV.*#?= 5WI.V@T:XW=46SEBM*SQ?H6]44+7#1K
MJ19]C,38R]]JHJC\6.R!UN;):GB.(.EE(4RX:DNI[I2-26
MS&0 ?HIPC$9D-N,QK1F^9="$@KAC2-161AF [?II(RE ^KD_?23]V#3/"V3!
M?_?^9W'2-A0X7B=7-DOM&.H;6MV0E+3A74(ZK-ZSUJ4^>IG/HES,V%DAX6L"
M:)'G"D(2CC*BZMEQ2+$;C8X.LF_$OR)I?\6QTH27?J/%GU 0_!B2S^$E6T%(
MR P82A,4E3I57=X\>JR0Q$(4F7,8_
NO_;^U#@\.CMN'!]WCUK\'@^^]/RZ^]?_UCZ]OOE[=?O_[MZ-W
M_]EOW=_?[X,Y0
XB>%GD7\DF8=^@DF\6&%J^&A[*^HX-ZN7LI
MR9CPRS:9BP!F#1O>Q_:'S@;&*_D@:V#B#%DJL#&< @B>-0(1K*3 4$.PH2WZ
MYACQD<.SS=L3A.:JK7<=L 3WGBB4[WP]=?7X1X]SV;8FVJ 1VL:+MM5TM3!)
MI/"Z;#4^%6UIY4$Q"(L),V0GHH_X5&-WYU7=S>SJ7TQ8(:?NG:1;U][.:XCT
M88265'\,4LR\<3B(ET=]6