| U.S. SECURITIES AND EXCHANGE COMMISSION Form 10-K |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 No. 333-229638
CRUCIAL INNOVATIONS, CORP.
(Exact name of registrant as specified in its charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) | 8200 (Primary Standard Industrial Classification Number) | EIN 98-1446012 (IRS Employer Identification Number)
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Xibahe Beili 25
Beijing, China 100096
+17024259229
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer Yes [ ] Smaller reporting company Yes [X] 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 7(a)(2)(B) of the exchange act. [ ]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
| Class | Outstanding as of February 7, 2020 |
| Common Stock: $0.0001 | 2,417,002 |
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TABLE OF CONTENTS
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| PART 1 |
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| ITEM 1 | Description of Business | 4 |
| ITEM 1A | Risk Factors | 5 |
| ITEM 2 | Description of Property | 5 |
| ITEM 3 | Legal Proceedings | 5 |
| ITEM 4 | Submission of Matters to a Vote of Security Holders | 5 |
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| PART II |
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| ITEM 5 | Market for Common Equity and Related Stockholder Matters | 6 |
| ITEM 6 | Selected Financial Data | 6 |
| ITEM 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 8 |
| ITEM 8 | Financial Statements and Supplementary Data | 8 |
| ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 18 |
| ITEM 9A (T) | Controls and Procedures | 18 |
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| PART III |
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| ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 18 |
| ITEM 11 | Executive Compensation | 19 |
| ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
| ITEM 13 | Certain Relationships and Related Transactions | 20 |
| ITEM 14 | Principal Accountant Fees and Services | 20 |
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| PART IV |
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| ITEM 15 | Exhibits | 21 |
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PART I
Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.
GENERAL INFORMATION
We were incorporated in the State of Nevada on February 28, 2018. So far, the Company has no revenue, it possesses minimal assets and has incurred losses since inception. The Company has a business plan and it purchased a website. The website is operational, however it continues to be developed. We maintain our statutory registered agent’s office at 3773 Howard Hughes Pkwy – Suite 500s, Las Vegas, NV 89169-6014. Our business office is located at Xibahe Beili 25, Beijing 100096. Our telephone number is +17024259229
We intend to offer English language tutoring using our website. Our distant English language teaching can be compared to private tutoring at home utilizing a video call and special website features. We intend for our future customers to have the same interactive, personalized experience as the standard one to one tutoring but from the comfort of their own home, office or a hotel room. Customers will be connected with teachers and other group members over the Crucial Innovations, Corp. learning platform (http://learningplatformonline.com/). Our customers will simply need to have a computer a webcam and internet connection.
OUR SERVICES
We will offer personal English tutoring via our website. Our future consumers will be able to have lessons from the comfort of their homes with reading, speaking, listening and grammar classes. Also, our website will have an express learning quiz tool. With it the students will only have to spend five minutes a day for English language learning. This tool is for the customer who need a very basic knowledge of English for an elementary level communication.
Customers will choose a teacher based on the type of the lesson they require, time of day that suits them and the profile of the tutor. Additional we are planning to hire freelance teachers from various English speaking countries, so that our clients could learn English in a dialect of their choosing, such as American or British English.
In the future we intend to offer courses of other languages as well. Classes could be one-to-one, or students could sign up for group classes with other English learners from across the world. Our source of revenue will be fees collected from students connect by us with personal English teachers via our Crucial Innovations Corp. website whilst utilizing our express learning quiz tool. Our website platform address is http://learningplatformonline.com/. We will retain approximately 30% of the total fee paid by the customer to the tutor.
ADVANTAGES OF ONLINE LEARNING
The main advantages of Online Learning instead of traditional one include:
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| Online learning costs less than usual one |
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| Lessons completely private and confidential, Online learning is available at any time of day or night, Customer can spend as little as 5 minutes with or without your teacher during a session, or as long as several hours. Considering the high cost of fuel and depending on how far customer must go to the English class customer can save a substantial amount of money. Also gains customers precious time.
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| Considering the high cost of fuel and depending on how far customer must go to the English class customer can save a substantial amount of money. Also gains . |
OUR WEB SITE
We have purchased a website, the Website Purchase Agreement filled as Exhibit 10.2 to this Registration Statement. Website gives you an opportunity to have lessons from the comfort of your homes with reading, speaking, listening, grammar classes and express learning quiz tool. Customers will be able to choose personal teachers on our web site based on the type of lesson, time of day, nationality and price of the class. All customers will have to sign up on our web site. Our sign-up process will be simple: Submit an email address to get an invitation. Once approved, users can create an account and start searching for the right personal tutor. Customer will pay us for a different amount of classes. We confirm to the chosen teacher the receipt of payment and the process of studying begins. Our teaching will be similar to communication over Skype -- tutors and customers will be able to see each other. Teaching price will depend on time and tutor, but it can range from $20 to $100 per hour.
To sell personal teaching via our web platform teachers must complete our short registration form. Then create a unique username, provide a valid email address and sign an Agreement with us. All of our personal tutors will provide us with their education degree and the experience information. We will require each teacher to have over 5 years verifiable experience as a professional teacher. Also fluent English and work references from previous work place well be required.
MARKET OVERVIEW
The teaching industry has maintained steady growth, with membership rates growing consistently and profit remaining solid. Demand for English centers and private classes and teachers will continue to rise over the next five years, as the more people traveling and are interested in foreign languages and communications. More and more companies start working with foreign ones and need training of their personnel
COMPETITION
The market for online teaching is highly competitive. Numerous online teaching sites will compete with us. Our competitors are substantially larger and more experienced than us and have longer operating histories, and have materially greater financial and other resources than us.
The competition in the online tutoring that we will face comes from online web sites: https://www.verbalplanet.com, https://www.converland.com, etc.
MARKETING
We plan to focus on direct sales online as we get started. Once we build a reputation and customer base, it will be easier to attract customers. We plan to market our products mainly at China market.
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Online provides a better chance of referrals. Because we can serve just about anyone, anywhere, there's a good chance that our clients will refer us. For instance, a client may have a friend or relative in another city or country. The online format allows such a referral to quickly become a client.
Facebook is being used as one of the most effective marketing tools. We will be able to use it as a platform to advertise to our clients on important updates such as; schedule changes, events, classes, special discounts and their personal lives.
WRITING
Writing for industry recognized online publications would be one of the greatest tools for expanding our reach. That will put us in front of a new audience that now knows who we are and what we do.
OTHER SOCIAL MEDIA
Baidu, Wechat, Linkedin, Twitter, and the list goes on. Diversifying our social media presence means expanding our client base.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We have no employees other than our sole officer and director, Reinis Kosins. We have executed a Consulting Agreement with our sole officer and director Reinis Kosins. Agreement is filed as Exhibit 10.3 to this Registration Statement.
We do not have tutors currently working for us. We intend to employ tutors as we receive translation request through our website from our clients. To date we have not had any tutoring requests. Our tutors will be self employed contractors. They will be paid a percentage (70%) of the fees we receive for the tutoring service.
GOVERNMENT REGULATIONS
We will be subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in China.
Under Paragraph 2 of Article 2 of the People’s Republic of China Corporate Income Tax Law (the “Corporate Income Law”), any foreign enterprise which shall constitute a resident enterprise shall meet both of the following requirements: (i) such enterprise was established under the laws of foreign countries or regions; and (ii) the actual management of such enterprise must be located within China. Further, under relevant provisions of the Circular of the State Administration of Taxation Regarding the Issues Relevant to the Identification of Chinese-controlled Enterprises Registered Abroad as Resident Enterprises by Actual Management (Guo Shui Fa [2009] No. 82, “Circular No. 82”) issued by the State Administration of Taxation on April 22, 2009 and based upon our no-name inquiry to the People’s Republic of China State Administration for Taxation, any Chinese-controlled enterprise whose actual management is held to be located within China shall satisfy all of the following requirements: (i) the site, where the management of such enterprise responsible for the daily operation of such enterprise performs its duties, is located within China; (ii) the financial decisions (such as borrowings, extending loans, financing or financial risks management) and HR policies (such as appointment, dismissal or remunerations) shall be made or approved by the institution or personnel of such enterprise staying within China; (iii) 1/2 or more of the directors with voting rights or of the management of such enterprise live within China permanently; and (iv) the main assets, accounting books and stamps of and the minutes and files of the board of directors of and of shareholders’ meeting of such enterprise exist and will be maintained within China.
We believe that we are not considered a “resident enterprise” for PRC enterprise income tax purposes. We have no subsidiaries within China. We have executive offices in China, and all of our management is located within China. We make or approve the financial decisions (such as borrowing, extending loans, financing or financial risks management) and human resource policies (such as employees’ appointment, dismissal and remunerations) within China, and our sole director with voting rights are also
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located within China. However, our main assets, accounting books, stamps and minutes of our directors’ board and of our shareholders’ meetings exist and will be maintained in the USA but not within China, so we are not consistent with Item (iv) of the above four requirements under Circular No. 82 although our present conditions satisfy Items (i) to (iii) of the above requirements under Circular No. 82. Therefore, even if we are an enterprise established under the laws Nevada, and our management team is located within China, we believe that we shall not be held to be a resident enterprise under the Corporate Income Tax Law.
Nevertheless, we cannot fully exclude the possibility that there is a difference or discrepancy between the interpretation of the Chinese authorities and our understanding as set forth above, nor can we assure that the statements or interpretations of the Chinese government officials will remain unchanged. Furthermore, we cannot exclude the possibility that the Chinese government will promulgate any new laws, regulations or provisions that will be in conflict with our understanding. If so, we may be classified as a ‘‘resident enterprise’’ for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and our non-PRC shareholders.
If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income, as well as PRC enterprise income tax reporting obligations.
If we are considered a resident enterprise, this could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares and a 20% withholding tax on dividends we pay to our non-PRC individual stockholders and with respect to gains derived by our non-PRC individual stockholders from transferring our shares. If we are required under PRC law to withhold PRC income tax on dividends payable to our non-PRC investors or if you are required to pay PRC income tax on the transfer of our shares, the value of your investment in our shares may be materially and adversely affected.
Government policies are subject to rapid change and the government of the China may adopt policies which have the effect of hindering private economic activity and greater economic decentralization. There is no assurance that the government of China will not significantly alter its policies from time to time without notice in a manner with reduces or eliminates any benefits from its present policies of economic reform. In addition, a substantial portion of productive assets in China remains government-owned. For instance, all lands are state owned and business entities or individuals are granted by government state-owned land use rights. The granting process is typically based on government policies at the time of granting, which could be lengthy and complex. This process may adversely affect our business. The government of China also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures. In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in China, could have a material adverse effect on our business, results of operations and financial condition.
The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China.
DESCRIPTION OF PROPERTY
OFFICES
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Our business office is located at Xibahe Beili 25, Beijing, China 100096. Our telephone number is +17024259229. Upon the completion of our offering, and funding permitting, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office sight.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.
EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT
Crucial Innovations, Corp. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).
The JOBS Act creates a new category of issuers known as "emerging growth companies." Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:
The first fiscal year after its annual revenues exceed $1 billion;
The first fiscal year after the fifth anniversary of its IPO;
The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and
The first fiscal year in which the company has a public float of at least $700 million.
FINANCIAL AND AUDIT REQUIREMENTS
Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:
Provide only two rather than three years of audited financial statements in their IPO Registration Statement;
Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;
Delay compliance with new or revised accounting standards until they are made applicable to private companies; and
Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls.
OFFERING REQUIREMENTS
In addition, during the IPO offering process, emerging growth companies are exempt from:
Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;
Certain restrictions on communications to institutional investors before filing the IPO registration statement; and
The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."
OTHER PUBLIC COMPANY REQUIREMENTS
Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:
The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;
Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and
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The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.
ELECTION UNDER SECTION 107(b) OF THE JOBS
We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
REGULATION M
Our officer and director, who will offer and sell the Shares, is aware that he is required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
REPORTS
We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.
STOCK TRANSFER AGENT
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Our stock transfer agent is Justeene Blankenship, Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, (801) 274-1088 voice, (801) 274-1099 fax, jb@actionstocktransfer.com, www.actionstocktransfer.com.
FINANCIAL STATEMENTS
Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Public Accounting Firm to our shareholders in our annual reports. The audited financial statements for the year ended December 31, 2019 can be found on page F-1.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raised all necessary funds.
PLAN OF OPERATION
FISCAL YEAR ENDED December 31, 2019 COMPARED TO FISCAL YEAR ENDED December 31, 2018.
Our net loss for the fiscal year ended December 31, 2019 was $46,349 compared to a net loss of $14,673 during the fiscal year ended December 31, 2019. December 31, 2019 and 2018 the Company has not generated any revenue .
Expenses incurred was $46,349 during fiscal year ended December 31, 2019 compared to $14,673 during fiscal year ended December 31, 2018.
The number of shares outstanding was 2,417,002 for the fiscal year ended December 31, 2019 and 1,600,000 for the fiscal year 2018.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED December 31, 2019 and 2018
As of December 31, 2019, our total assets were $13,997 consisting of cash and cash equivalents of $1,950 and developed website of $12,047. As of December 31, 2018, our total assets were $14,500 consisting of cash and cash equivalent $500 and developed website of $14,000.
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Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the fiscal year ended December 31, 2019, net cash flows used in operating activities was $(32,396). Cash flows from operating activities for the fiscal year ended December 31, 2018 was $13,077.
Cash Flows from Investing Activities
We have not generated positive cash flows from operating activities for the fiscal year ended December 31, 2019, net cash flows used in operating activities was $nil. Cash flows from operating activities for the fiscal year ended December 31, 2018 was $(14,000).
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended December 31, 2019, net cash provided by financing activities was $33,846. For the fiscal year ended December 31, 2018, net cash from financing activities was $1,423 consisting of director loan repayment of $10,173.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
GOING CONCERN
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
CRUCIAL INNOVATIONS, CORP.
TABLE OF CONTENTS
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Report of Independent Registered Accounting Firm |
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Balance Sheets as of December 31, 2019 and 2018 |
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| Statements of Operations for the Years ended December 31, 2019 and 2018 |
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| Statements of Stockholder’s Deficit from December 31, 2018 to December 31, 2019 |
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| Statements of Cash Flows for the Years ended December 31, 2019 and 2018 |
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| Notes to the Financial Statements |
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FINANCIAL INFORMATION |
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Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Crucial Innovations, Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Crucial Innovations, Corp. (the "Company") as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, 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 December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
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 audit. 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.
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We conducted our audit 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.
Our audit 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 audit 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 audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s minimal activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2019
Lakewood, CO
February 04, 2020
CRUCIAL INNOVATIONS, CORP.
BALANCE SHEET
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December 31, 2019
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December 31, 2018
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| Related Party Trust Account | 1,950 | 500 | ||||
| Escrow account | - | - | ||||
| Total current assets | 1,950 | 500 | ||||
| Developed website, net | 12,047 | 14,000 | ||||
| Total Assets | $ 13,997 | $ 14,500 | ||||
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LIABILITIES |
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| Accounts Payable | $ 14,000 | $ 14,000 | ||||
| Accounts Payable - Related party | 23,750 | 8,750 | ||||
| Director loan | 10,109 | 773 | ||||
| Accrued Expenses | 2,000 | 5,000 | ||||
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| Total current liabilities | 49,859 | 28,523 | ||||
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Common stock, $0.0001 par value, 75,000,000 shares authorized; |
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| 2,417,002 and 1,600,000 shares issued and outstanding respectively; | 241 | 160 | ||||
| Additional paid-in-capital | 24,919 | 490 | ||||
| Accumulated deficit | (61,022) | (14,673) | ||||
| Total Stockholders’ Equity | (35,862) | (14,023) | ||||
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| Total Liabilities and Stockholders’ Equity | $ 13,997 | $ 14,500 | ||||
The accompanying notes are an integral part of these financial statements.
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CRUCIAL INNOVATIONS, CORP.
STATEMENT OF OPERATIONS
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| For the year ended December 31, 2019 | For the year ended December 31, 2018 |
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| Revenue | - | - |
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| Depreciation and Amortization Expense | 1,953 | - |
| Bank Service Charges | 677 | - |
| Consulting Service | 15,000 | - |
| Professional Fees | 28,719 | 14,673 |
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| Net income (loss) from operations | (46,349) | (14,673) |
| Income (Loss) before taxes | (46,349) | (14,673) |
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| Provision for taxes |
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| Net income (loss) | (46,349) | (14,673) |
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| Loss per common share: Basic and Diluted | $ (0.00) | $ - |
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|
|
|
| Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 1,872,113 | 1,600,000 |
The accompanying notes are an integral part of these financial statements.
14 | Page
CRUCIAL INNOVATIONS, CORP.
STATEMENT OF STOCKHOLDER EQUITY
|
| Common Stock |
Additional Paid-in | Deficit Accumulated during the Development | Total Stockholders’ | |
|
| Shares | Amount | Capital | Stage | Equity |
|
|
|
|
|
|
|
| Inception, February 28, 2018 | - | $ - | $ - | $ - | $ - |
|
|
|
|
|
|
|
| Shares issued for compensation at $0.0001 per share | 1,500,000 | 150 | - | - | 150 |
| Shares issued at $0.005 per share | 100,000 | 10 | 490 |
| 500 |
|
|
|
|
|
|
|
| Net loss for the year ended December 31, 2018 | - | - | - | (14,673) | (14,673) |
|
|
|
|
|
|
|
| Balance, December 31, 2018 | 1,600,000 | $ 160 | $ 490 | $ (14,673) | $ (14,023) |
|
|
|
|
|
|
|
| Net loss for the year ended December, 2019 | - | - | - | $ (46,349) | $ (46,349) |
| Balance, December 31, 2019 | 2,417,002 | $ 241 | $ 24,919 | $ (61,022) | $ (35,862) |
The accompanying notes are an integral part of these financial statements.
15 | Page
CRUCIAL INNOVATIONS, CORP.
STATEMENT OF CASH FLOWS
|
| For the year ended December 31, 2019 | For the year ended December 31, 2018 | |
| Operating Activities |
|
| |
| Net income (loss) | $ (46,349) | $ (14,673) | |
| Accrued Expenses | (3,000) | 5,000 | |
| Accounts Payable | - | 14,000 | |
| Accounts Payable – Related party | 15,000 | 8,750 | |
| Depreciation and Amortization | 1,953 | - | |
|
| Net cash provided operating activities | $ (32,396) | $ 13,077 |
| Investing Activities
Developed Website, net | 0 | (14,000) | |
| Net cash provided by Investing Activities | 0 | (14,000) | |
| Financing Activities |
|
| |
| Director loan | $ 9,336 | $ 773 | |
| Capital Stock | 24,510 | 650 | |
|
| Net cash provided by financing activities | $ 33,846 | $ 1,423 |
|
|
|
|
|
| Net increase in cash and equivalents | 1,450 | 500 | |
| Cash and equivalents at beginning of the period | 500 | - | |
| Cash and equivalents at end of the period | 1,950 | 500 | |
The accompanying notes are an integral part of these financial statements.
16 | Page
CRUCIAL INNOVATIONS, CORP.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Crucial Innovations, Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Nevada and established on February 28, 2018. We are a development-stage company formed to commence operations related to the teaching of English.
| Our office is located at Xibahe Beili 25, Beijing, China 100096
|
NOTE 2 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit of $(61,022) at December 31, 2019, a net loss of $(46,349) December 31, 2019. The Company has a cash balance of $1,950 at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is December 31.
Development Stage Company
The Company is a development stage company 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 have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
The Company has 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 presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
17 | Page
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company entered a Trust Agreement with the director and set up Related Party Trust Account for holding funds in relation to issuing shares for stock consideration of $1,950.
The Company has $1,950 cash as of December 31, 2019.
Property, Plant and Equipment
The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The estimated useful lives as follows:
Capitalized software development 3 years
Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets.
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding
18 | Page
common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of December 31, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Note 4 – PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment
|
| December 31,2019 | December 31,2018 |
| Website Development | $14,000 | $14,000 |
| Amortization | 1,953 | - |
| Website Development, net | $12,047 | $14,000 |
Our depreciation schedule is such that 14,000 over 5 years $ 217 monthly.
Initial phases of design and development of the website have been completed and placed in service.
Note 5 – LOAN FROM DIRECTOR
As of December 31, 2019, the Company owed $10,109 to the Company’s sole director, Reinis Kosins for the Company’s working capital purposes. The amount is outstanding and payable upon request.
Note 6- TRUST ACCOUNT
The Company is utilizing a trust account in RMB currency; it fluctuates immaterial amounts each day and is converted to USD for reporting currency on financial statements. The foreign currency exchange difference is immaterial to these financial statements.
Note 7 – COMMON STOCK
The Company has 75,000,000, $0.0001 par value shares of common stock authorized.
On September 20, 2018 the Company issued 100,000 shares of common stock to a shareholder for $500 at $0.005 per share through a private placement.
In May and June, 2019 the Company issued 471,002 shares of common stock to 20 shareholders for $14,130 at $0.03 per share through a subscription agreement.
In September, 2019 the company issued 346,000 shares of common stock to a shareholders for $10,380 at 0.03 per share through a subscription agreement.
There were 2,417,002 shares of common stock issued and outstanding as of December 31,2019 .
19 | Page
|
|
Note 8 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, Reinis Kosins, has agreed to provide his own premise under office needs. He will not take any fee for these premises, it is for free use.
Note 9 – INCOME TAXES
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 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:
|
|
| December31,2019 | December31,2018 |
|
|
|
|
|
|
|
|
|
| Tax benefit (expenses) at U.S. statutory rate |
| $ (9,733) | $ (3,081) |
|
|
| Change in valuation allowance |
| 9,733 | 3,081 |
|
|
| Tax benefit (expenses), net |
| $ - | $ - |
|
|
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
|
| December31,2019 | December31,2018 |
|
|
|
|
| Net operating loss | $ 12,815 | $ 3,081 |
| Valuation allowance | (12,815) | (3,081) |
| Deferred tax assets, net | $ - | - |
The Company has accumulated approximately $61,022 of net operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which begin to expire in year 2038. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
Note 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to December 31, 2019 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T). Controls and Procedures
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Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s 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 in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.We did not maintain appropriate cash controls – As of December 31, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3.We did not implement appropriate information technology controls – As at December 31, 2019, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control—Integrated Framework issued by COSO.4
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
21 | Page
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
| Name and Address of Executive Officer and/or Director |
| Age |
| Position |
|
|
| |||
| Reinis Kosins Xibahe Beili 25 Beijing, China 100096
|
| 26 |
| President, Chief Financial Officer, Chief Executive Officer, Sole Director
|
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|
|
Plan of Operation and Funding
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 and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
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.
22 | Page
Going Concern
The independent auditors' review report accompanying our December 31, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
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 Commission’s 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 Exchange Act is accumulated and communicated to the issuer’s 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 September 30, 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
23 | Page
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
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 Certifications 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.
101 Interactive data files pursuant to Rule 405 of Regulation S-T
SIGNATURES
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.
|
| Crucial Innovations, Corp.
|
| Dated: February 7, 2020 | By: /s/ Reinis Kosins Reinis Kosins, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
|
|
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|
24 | Page
302 CERTIFICATION
I, Reinis Kosins, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Crucial Innovations, 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 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 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; 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. 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: February 7, 2020
/s/Reinis Kosins
Reinis Kosins
Chief Executive Officer
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Crucial Innovations, Corp. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/Reinis Kosins
Reinis Kosins
Chief Executive Officer
Chief Financial Officer
February 7, 2020
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Income Taxes (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Income Taxes | Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Property, Plant and Equipment Disclosure: Property, Plant and Equipment (Tables) |
12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||
| Tables/Schedules | |||||||||||||
| Property, Plant and Equipment |
|
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES |
12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||
| Notes | |||||||
| NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is December 31.
Development Stage Company
The Company is a development stage company 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 have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
The Company has 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 presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company entered a Trust Agreement with the director and set up Related Party Trust Account for holding funds in relation to issuing shares for stock consideration of $1,950.
The Company has $1,950 cash as of December 31, 2019.
Property, Plant and Equipment
The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The estimated useful lives as follows:
Capitalized software development 3 years
Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets.
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of December 31, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements. |
Note 5 - LOAN FROM DIRECTOR (Details) - USD ($) |
Dec. 31, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Details | ||
| Director loan | $ 10,109 | $ 773 |
STATEMENT OF STOCKHOLDER EQUITY - USD ($) |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Total |
||||
|---|---|---|---|---|---|---|---|---|
| Equity Balance, Starting at Feb. 28, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
| Shares Outstanding, Starting at Feb. 28, 2018 | 0 | |||||||
| Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | [1] | $ 150 | 0 | 0 | 150 | |||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | [1] | 1,500,000 | ||||||
| Stock Issued During Period, Value, New Issues | [2] | $ 10 | 490 | 500 | ||||
| Stock Issued During Period, Shares, New Issues | [2] | 100,000 | ||||||
| Net Income (Loss) | $ 0 | 0 | (14,673) | (14,673) | ||||
| Shares Outstanding, Ending at Dec. 31, 2018 | 1,600,000 | |||||||
| Equity Balance, Ending at Dec. 31, 2018 | $ 160 | 490 | (14,673) | (14,023) | ||||
| Net Income (Loss) | $ 0 | 0 | (46,349) | (46,349) | ||||
| Shares Outstanding, Ending at Dec. 31, 2019 | 2,417,002 | |||||||
| Equity Balance, Ending at Dec. 31, 2019 | $ 241 | $ 24,919 | $ (61,022) | $ (35,862) | ||||
| ||||||||
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|---|
| Details | |||
| Related Party Trust Account | $ 1,950 | $ 500 | |
| Cash and Cash Equivalents, at Carrying Value | $ 1,950 | $ 500 | $ 0 |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Use of Estimates (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Note 5 - LOAN FROM DIRECTOR |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| Note 5 - LOAN FROM DIRECTOR | Note 5 – LOAN FROM DIRECTOR
As of December 31, 2019, the Company owed $10,109 to the Company’s sole director, Reinis Kosins for the Company’s working capital purposes. The amount is outstanding and payable upon request. |
Note 9 - INCOME TAXES |
12 Months Ended | |||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||
| Notes | ||||||||||||||||||||||||||||||||||||
| Note 9 - INCOME TAXES | Note 9 – INCOME TAXES
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 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
The Company has accumulated approximately $61,022 of net operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which begin to expire in year 2038. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. |
Note 7 - COMMON STOCK (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Entity Common Stock, Shares Outstanding | 2,417,002 | |
| Common Stock, Shares, Issued | 2,417,002 | 1,600,000 |
| Transaction #1 | ||
| Stock Issued During Period, Shares, New Issues | 100,000 | |
| Stock Issued | $ 500 | |
| Sale of Stock, Price Per Share | $ 0.005 | |
| Sale of Stock, Description of Transaction | through a private placement | |
| Transaction #2 | ||
| Stock Issued During Period, Shares, New Issues | 471,002 | |
| Stock Issued | $ 14,130 | |
| Sale of Stock, Price Per Share | $ 0.03 | |
| Sale of Stock, Description of Transaction | through a subscription agreement | |
| Transaction #3 | ||
| Stock Issued During Period, Shares, New Issues | 346,000 | |
| Stock Issued | $ 10,380 | |
| Sale of Stock, Price Per Share | $ 0.03 | |
| Sale of Stock, Description of Transaction | through a subscription agreement |
STATEMENT OF OPERATIONS - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Details | ||
| Revenue | $ 0 | $ 0 |
| Depreciation and Amortization Expense | 1,953 | 0 |
| Bank Service Charges | 677 | 0 |
| Consulting Service | 15,000 | 0 |
| Professional Fees | 28,719 | 14,673 |
| Net income (loss) from operations | (46,349) | (14,673) |
| Income (Loss) before taxes | (46,349) | (14,673) |
| Provision for taxes | 0 | 0 |
| Net income (loss) | $ (46,349) | $ (14,673) |
| Loss per common share:, Basic and Diluted | $ (0.00) | $ 0 |
| Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 1,872,113 | 1,600,000 |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Property, Plant and Equipment (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Details | |
| Property, Plant and Equipment, Estimated Useful Lives | 3 |
NOTE 2 - GOING CONCERN |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| NOTE 2 - GOING CONCERN | NOTE 2 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit of $(61,022) at December 31, 2019, a net loss of $(46,349) December 31, 2019. The Company has a cash balance of $1,950 at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property, Plant and Equipment Disclosure |
12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||
| Notes | |||||||||||||
| Property, Plant and Equipment Disclosure | Note 4 – PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment
Our depreciation schedule is such that 14,000 over 5 years $ 217 monthly.
Initial phases of design and development of the website have been completed and placed in service. |
Note 8 - COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| Note 8 - COMMITMENTS AND CONTINGENCIES | Note 8 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, Reinis Kosins, has agreed to provide his own premise under office needs. He will not take any fee for these premises, it is for free use. |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Development Stage Company (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Development Stage Company | Development Stage Company
The Company is a development stage company 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 have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
The Company has 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 presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915. |
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NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) |
12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||
| Policies | |||||||
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity. |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements. |
Note 6- TRUST ACCOUNT |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| Note 6- TRUST ACCOUNT | Note 6- TRUST ACCOUNT
The Company is utilizing a trust account in RMB currency; it fluctuates immaterial amounts each day and is converted to USD for reporting currency on financial statements. The foreign currency exchange difference is immaterial to these financial statements. |
Note 10 - SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| Note 10 - SUBSEQUENT EVENTS | Note 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to December 31, 2019 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. |
Property, Plant and Equipment Disclosure: Property, Plant and Equipment (Details) - USD ($) |
Dec. 31, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Details | ||
| Website Development | $ 14,000 | $ 14,000 |
| Amortization | 1,953 | 0 |
| Website Development, net | $ 12,047 | $ 14,000 |
BALANCE SHEET - USD ($) |
Dec. 31, 2019 |
Dec. 31, 2018 |
|---|---|---|
| ASSETS | ||
| Related Party Trust Account | $ 1,950 | $ 500 |
| Escrow account | 0 | 0 |
| Total current assets | 1,950 | 500 |
| Developed website, net | 12,047 | 14,000 |
| Total Assets | 13,997 | 14,500 |
| LIABILITIES | ||
| Accounts Payable | 14,000 | 14,000 |
| Accounts Payable - Related party | 23,750 | 8,750 |
| Director loan | 10,109 | 773 |
| Accrued Expenses | 2,000 | 5,000 |
| Total current liabilities | 49,859 | 28,523 |
| Common Stock, Value | 241 | 160 |
| Additional paid-in-capital | 24,919 | 490 |
| Accumulated deficit | (61,022) | (14,673) |
| Total Stockholders' Equity | (35,862) | (14,023) |
| Total Liabilities and Stockholders' Equity | $ 13,997 | $ 14,500 |
NOTE 2 - GOING CONCERN (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
| Details | |||
| Accumulated deficit | $ (61,022) | $ (14,673) | |
| Net income (loss) | (46,349) | (14,673) | |
| Cash and Cash Equivalents, at Carrying Value | $ 1,950 | $ 500 | $ 0 |
Statement of Cash Flows - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Operating Activities | ||
| Net income (loss) | $ (46,349) | $ (14,673) |
| Accrued Expenses | (3,000) | 5,000 |
| Accounts Payable | 0 | 14,000 |
| Accounts Payable - Related party | 15,000 | 8,750 |
| Depreciation and Amortization | 1,953 | 0 |
| Net cash provided operating activities | (32,396) | 13,077 |
| Investing Activities | ||
| Developed Website, net | 0 | (14,000) |
| Net cash provided by Investing Activities | 0 | (14,000) |
| Financing Activities | ||
| Director loan | 9,336 | 773 |
| Capital Stock | 24,510 | 650 |
| Net cash provided by financing activities | 33,846 | 1,423 |
| Net increase in cash and equivalents | 1,450 | 500 |
| Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 500 | 0 |
| Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 1,950 | $ 500 |
Note 9 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Details | ||
| Net operating loss | $ 12,815 | $ 3,081 |
| Valuation allowance | (12,815) | (3,081) |
| Deferred tax assets, net | $ 0 | $ 0 |
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Note 9 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables) |
12 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||
| Tables/Schedules | |||||||||||||||||||||
| Schedule of Components of Income Tax Expense (Benefit) |
|
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company entered a Trust Agreement with the director and set up Related Party Trust Account for holding funds in relation to issuing shares for stock consideration of $1,950.
The Company has $1,950 cash as of December 31, 2019. |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Basic Income (Loss) Per Share (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Basic Income (Loss) Per Share | Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of December 31, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding. |
Note 9 - INCOME TAXES (Details) - USD ($) |
Dec. 31, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Details | ||
| Accumulated deficit | $ (61,022) | $ (14,673) |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Property, Plant and Equipment (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Property, Plant and Equipment | Property, Plant and Equipment
The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The estimated useful lives as follows:
Capitalized software development 3 years
Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets. |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Stock-Based Compensation | Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Note 9 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables) |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||
| Tables/Schedules | ||||||||||||||||
| Schedule of Deferred Tax Assets and Liabilities |
|
Note 7 - COMMON STOCK |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| Note 7 - COMMON STOCK | Note 7 – COMMON STOCK
The Company has 75,000,000, $0.0001 par value shares of common stock authorized.
On September 20, 2018 the Company issued 100,000 shares of common stock to a shareholder for $500 at $0.005 per share through a private placement.
In May and June, 2019 the Company issued 471,002 shares of common stock to 20 shareholders for $14,130 at $0.03 per share through a subscription agreement.
In September, 2019 the company issued 346,000 shares of common stock to a shareholders for $10,380 at 0.03 per share through a subscription agreement.
There were 2,417,002 shares of common stock issued and outstanding as of December 31,2019 . |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Basis of Presentation (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Policies | |
| Basis of Presentation | Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is December 31. |
Note 9 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Details | ||
| Tax benefit (expenses) at U.S. statutory rate | $ (9,733) | $ (3,081) |
| Change in valuation allowance | 9,733 | 3,081 |
| Tax benefit (expenses), net | $ 0 | $ 0 |
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES: Basic Income (Loss) Per Share (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2019
USD ($)
| |
| Details | |
| Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 |
BALANCE SHEET - Parenthetical - $ / shares |
Dec. 31, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Details | ||
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
| Common Stock, Shares, Issued | 2,417,002 | 1,600,000 |
| Common Stock, Shares, Outstanding | 2,417,002 | 1,600,000 |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Details | |
| Entity Incorporation, State or Country Code | NV |
| Entity Incorporation, Date of Incorporation | Feb. 28, 2018 |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Notes | |
| NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Crucial Innovations, Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Nevada and established on February 28, 2018. We are a development-stage company formed to commence operations related to the teaching of English.
Our office is located at Xibahe Beili 25, Beijing, China 100096 |