UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 2017April 30, 2018

or

¨☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ______________

Commission File Number 333-217387

CICLET HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
Unit 907-A West Tower Philippine Stock Exchange Center Building, Exchange Road, Ortigas Center PasigB11 L12 Woodpecker Street Bougainvillea Village Agus Lapulapu City, PhilippinesPhilipines 66015 CEBU
(Address of principal executive offices)		(Zip Code)

+ 632 631-4648 / +632 687-0111639054201506

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: OTC Pink Sheet, Common Stock, 175,000,000 authorized, $0.00001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x☐ YES ¨☒ NO

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

Large accelerated filer	o☐		Accelerated filer	o☐
Non-accelerated filer	o	(Do not check if a smaller reporting company)☒	Smaller reporting company	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 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) x☒ YES ¨☐ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨☐ YES ¨☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

12,193,75215,851,001 common shares issued and outstanding as of December 19, 201716, 2020

FORM 10-Q

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1312
Item 4.	Controls and Procedures		1312
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		1413
Item 1A.	Risk Factors		1413
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1413
Item 3.	Defaults Upon Senior Securities		1413
Item 4.	Mine Safety Disclosures		1413
Item 5.	Other Information		1413
Item 6.	Exhibits		1514
SIGNATURES			1615

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited condensed interim financial statements for the ninethree month period ended October 31, 2017April 30, 2018 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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CICLET HOLDINGS INC.

BALANCE SHEETS

(UNAUDITED)

CICLET HOLDINGS INC.

Ciclet Holdings Inc.

Condensed Interim Balance Sheets

As of October 31, 2017

		October31, 2017				January 31, 2017
		(Unaudited)
ASSETS
Current Assets
Cash		$	4,136			$	503
Funds held in trust			4,943				11,310
Total Current Assets			9,079				11,813
TOTAL ASSETS			9,079				11,813
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	10,131			$	-
Due to related party			2,907				999
Total Current Liabilities			13,038				999
Total Liabilities			13,038				999
STOCKHOLDERS’ (DEFICIT) EQUITY
Common Stock:175,000,000 shares authorized; 10,540,752 and 10,000,000 shares, respectively issued and outstanding with par value of $0.00001 each			105				100
Additional paid-in capital			23,139				19,900
Accumulated Deficit			(27,203	)			(9,186	)
Total Stockholder’s Deficit			(3,959	)			10,814
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY		$	9,079			$	11,813

(The accompanying notes are an integral part of thethese unaudited condensed financial statements)statements

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Ciclet Holdings Inc.

Condensed Interim Statement of Operations For the three and nine month periods ended October 31, 2017 and 2016

CICLET HOLDINGS INC.

(Unaudited)STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

		Three Months Ended				Nine Months Ended				Three Months Ended				Inception (June 30, 2016)
		October 31,				October 31,				October 31,				to October 31,
		2017				2017				2016				2016
OPERATING EXPENSES
Accounting and legal		$	3,215			$	15,822			$	3,165			$	5,505
Bank Charges			-				75				93				113
Consulting			-				-				1,800				1,800
Office			102				2,121				86				86
Total Operating Expenses			3,317				18,017				5,144				7,504
NET LOSS		$	(3,317	)		$	(18,017	)		$	(5,144	)		$	(7,504	)
Basic and Diluted Loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding			10,355,688				10,165,269				10,000,000				10,000,000

(The accompanying notes are an integral part of thethese unaudited condensed financial statements)statements

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Ciclet Holdings Inc.

Condensed Interim Statement of Cash Flows

CICLET HOLDINGS INC.

(Unaudited)STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE THREE MONTHS ENDED APRIL 30, 2018 AND 2017

(UNAUDITED)

		Nine months ended				Inception (June 30, 2016)
		October31,				to October 31,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(18,017	)		$	(7,504	)
Changes in operating assets and liabilities:
Prepaid expenses and deposits			-				(39	)
Accounts payable and accrued liabilities			10,130				1,035
Net cash used in operating activities			(7,887	)			(6,508	)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common shares			3,245				20,000
Advances from related party			1,908				64
Net cash provided by financing activities			5,153				20,064
Net decrease in cash and cash equivalents			(2,734	)			13,556
Cash and cash equivalents - beginning of period			11,813				-
Cash and cash equivalents - end of period		$	9,079			$	13,556
Cash consists of:
Cash		$	4,136			$	13,556
Funds held in Trust			4,943				-
		$	9,079			$	13,556
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

(The accompanying notes are an integral part of thethese unaudited condensed financial statements)statements

CICLET HOLDINGS INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements

Ciclet Holdings Inc.CICLET HOLDINGS INC.

Notes to the Condensed Interim Financial StatementsNOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Unaudited)FOR THE THREE MONTHS ENDED APRIL 30, 2018

NOTE 1 – NATURE OF BUSINESS

Ciclet Holdings Inc. (the “Company”) is a start-up company with a primary focus on developing software applications for location-based service (LBS) that uses location data to control features. The Company was incorporated in the State of Nevada on June 30, 2016. The Company’s operational office is in the Philippines.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed interim financial statements have been prepared by management without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensedfor interim financial statements include allinformation and in accordance with the instructions to Form 10-Q and Article 8 of the adjustments, which, inRegulation S-X. In the opinion of management, areall adjustments (consisting of normal recurring adjustments) considered necessary tofor a fair presentation of financial position and result of operations. As such, all adjustments are of a normal and recurring nature. Interimhave been included. Operating results for the three months ended April 30, 2018 are not necessarily indicative of the results that may be expected for a full year. Thethe year ending January 31, 2019. Notes to the unaudited condensed interim financial statement information including footnotes as of October 31, 2017 was derived from andstatements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2019 have been omitted. This report should be read in conjunction with the Company’s audited financial statements and the footnotes thereto for the fiscal year ended January 31, 2017.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted2018 included in the United States of America (“GAAP”)Company’s Form 10-K as filed with the Securities and have been consistently applied in the preparation of the condensed interim financial statements for the nine months ended October 31, 2017 and the audited financial statements for the year ended January 31, 2017.Exchange Commission on December 2, 2020.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Cash

Cash comprises cash balances, cash on current accounts with banks, and bank deposits. As of OctoberApril 30, 2018 and January 31, 2017,2018, the Company has $4,136$35,231 and $35,396, respectively, in cash. The cash accounts are held in Philippine Pesos, and foreign exchange translationloss has been recorded, , which is an insignificant amount as of October 31, 2017.April 30, 2018.

Funds held in trust comprise funds held in a trust account by the Company’s legal counsel. As of OctoberApril 30, 2018 and January 31, 2017,2018, the Company has $4,943$3,943 in funds held in trust, which are also considered cash equivalent.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. 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.

No potentially dilutive debt or equity instruments were issued or outstanding during at October 31,as of April 30, 2018 or April 30, 2017.

Software Development Costs

Capitalization of certainIn accordance with FASB ASC 985 “Software,” all software development costs incurred prior to the establishment of technological feasibility are recordedexpensed. Technological feasibility of a software is established upon the completion of all planning, designing, coding and testing activities required to establish to meet its design specifications. Software development costs are capitalized after the determination of technological feasibility, in accordance with FASB ASC 985, “Software”. Based on our product development process,feasibility. These costs include coding and testing performed subsequent to establishing technological feasibilityfeasibility. When the software is determined upon the completionfully developed and has reached its implementation stage, cost of a working model.maintenance and customer support are charged to expense when related revenue is recognized or when those costs are incurred, whichever occurs first. No software development costs have been incurred up to October 31, 2017.April 30, 2018.

Financial Instruments

The Company’s financial instruments consist of cash and due to shareholder. The carrying amount of such approximate their fair value due to the short maturity of the instrument.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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Revenue Recognition

The Company recognizes revenue in the statement of operations when the following criteria are met:met in accordance with ASC 605, “Revenue Recognition:” there is persuasive evidence ofthat an arrangement exists;exists, the price is fixed and determinable;determinable, delivery has occurred or services have been rendered, and collectability is reasonably assured. As of October 31, 2017, the Company did not recognize any revenue.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when a different tax rate is enacted.

Pursuant to the provisions of ASC No. 740, Income Taxes, the Company provides valuation allowances for deferred tax assets for which it does not consider realization of such assets to be more likely than not. 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 historical taxable income generation, projected future taxable income, the reversal of existing deferred tax liabilities and tax planning strategies in making this assessment. 

The corporate income tax rate applicable to the company is from 15% to 35%. As of October 31, 2017, the Company had an accumulated Net Operating Loss (NOL) of $27,203 since inception to be carried forward into future years and will begin to expire in 2037 if not utilized. A full valuation allowance is established against all deferred tax assets relating to NOL carry forwards based on estimates of recoverability. While the Company has optimistic plans fornot recognized any revenue since its business, it is determined that such a valuation allowance was necessary given the uncertainty with respect to its ability to generate sufficient profits from its new business model.inception.

Recent Accounting Pronouncements

In August, 2015, the FASB issued ASU No. 2015-04, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.Management has considered all recent accounting pronouncements issued. The amendment in this ASI defers the effective date of ASI No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods withinCompany’s management believes that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The Company doesthese recent pronouncements will not believe the adoption of this ASU will have a significant impactmaterial effect on the Company’s financial statements.

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In January 2016, the FASB issued ASU 2016-01, “Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which addresses the recognition, measurement, presentation and disclosure of financial assets and liabilities. The ASU primarily affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not believe the adoption of this ASU will have a significant impact on the financial statements.

NOTE 3 – GOING CONCERN

These unaudited condensed interim financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the nine month period ending October 31, 2017,three months ended April 30, 2018, the Company recognized no sales revenue and incurred a net loss of $18,017.$4,358. As of October 31, 2017,April 30, 2018, the Company had an accumulated deficit of $27,203.$41,545. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholder, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – COMMON STOCK

As at January 31, 2017, theThe Company’s authorized common stock consistedconsists of 10,000,000 issued common voting175,000,000 shares with a par value of $0.00001 each.$0.00001.

During the nine monthsyear ended OctoberJanuary 31, 2017,2018, the Company issued 540,7525,851,001 common shares at $0.006 per share for proceeds of $3,245.$35,107 to independent investors through private placement.

As of OctoberApril 30, 2018 and January 31, 2017,2018, the Company’s common stock issued and outstanding was 10,540,752.15,851,001 shares.

NOTE 5 – RELATED PARTY TRANSACTIONS

The amount due to related party consists of advances from its sole shareholder.the Company’s director. The amount isamounts are non-interest bearing, hashave no set repayment terms and isare not secured.

During the three months ended April 30, 2018 and 2017, the director advanced the Company $193 and $203, respectively.

As of October 31, 2017,April 30, 2018 and January 31, 20172018, the amount owing to the related party was $2,907$3,100 and $999,$2,907, respectively.

During the nine months ended October 31, 2017, the sole shareholder paid expenses on behalf of the company of $1,908.

NOTE 6 – SUBSEQUENT EVENTSRISKS AND UNCERTAINTIES

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at April 30, 2018. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. These estimates may change, as new events occur and additional information is obtained.

NOTE 7 – SUBSEQUENT EVENTS

Management has performed an evaluation ofevaluated subsequent events and did not find any through the period from November 1, 2017 to the date when these condensed financial statements were available to be issued. NoBased on our evaluation, no material transactions were noted, other than those noted below.events have occurred that require disclosure.

Subsequent to October 31, 2017, the Company received $9,918 proceeds for the issuance of 1,653,000 common shares.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Ciclet Holdings Inc., unless otherwise indicated.

General Overview

We were incorporated on June 30, 2016 under the laws of the State of Nevada. Our registered statutory office is located at 723 S. Casino Centre Blvd., 2^nd Floor, Las Vegas, Nevada, 89101-6716, Tel: (702) 384-8727. Our fiscal year end is January 31. The Company’s operational office is in the Philippines.

The primary goal for our company is to allow consumers to find reliable and professional local services by using the location data of a person’s location through the use of a device that sends out the location of the person via their smart phone or tablet. We are a company focused on creating service driven apps and services for Location-based services (LBS) which are a general class of computer program-level services that use location data of a person’s location to control features. Our first market will be in the Philippines.

We are an early stage company. To date, our activities have been limited to the sourcing of a software developer, advertising channels, initial branding efforts, and in our formation and the raising of equity capital.

We do not have any subsidiaries.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

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Results of Operations

We have not earned any revenues from our inception on June 30, 2016 through October 31, 2017.April 30, 2018.

Three months ended October 31, 2017April 30, 2018 compared to the three months ended October 31, 2016.April 30, 2017

		Three months ended October 31, 2017				Three months ended October 31, 2016
Revenue		$	-			$	-
Operating expenses		$	3,317			$	5,144
Net loss		$	(3,317	)		$	(5,144	)

Our operating expenses,We had a net loss of $4,358 and $1,017 for the three months ended October 31,April 30, 2018 and 2017, were $3,317 comparedrespectively. The increase was mainly attributable to $5,144 for the period ended October 31, 2016. The decreaseincrease in operating expenses was primarily as a result of additional legal and accountingprofessional fees incurred forduring the three months ended October 31, 2016, related to the Company’s registration statement.April 30, 2018.

We incurred a net loss of $3,317 and $5,144 for the three months ended October 31, 2017 and 2016, respectively.

Nine months ended October 31, 2017 compared to period from June 30, 2016 (inception) to October 31, 2016.

		Nine months ended October 31, 2017				Period from June 30, 2016 (inception) to October 31, 2016
Revenue		$	-			$	-
Operating expenses		$	18,017			$	7,504
Net loss		$	(18,017	)		$	(7,504	)

Our operating expenses, for the nine months ended October 31, 2017 were $18,017 compared to $7,504 for the period ended October 31, 2016. The increase in operating expenses was primarily as a result of legal and accounting fees, related to the Company’s increased operational activity.

We incurred a net loss of $18,017 for the nine months ended October 31, 2017 and $7,504 for the period ended October 31, 2016.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of October 31, 2017 and January 31, 2017, respectively.

Working Capital

		As at October 31, 2017				As at January 31, 2017
Total current assets		$	9,079			$	11,813
Total current liabilities		$	13,038			$	999
Working capital (deficit)		$	(3,959	)		$	10,814

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Cash FlowsLiquidity and Capital Resources

		Nine Months ended October 31, 2017				Period from June 30, 2016 (inception) to October 31, 2016
Net cash used in operating activities		$	(7,887	)		$	(6,508	)
Net cash provided by investing activities		$	-			$	-
Net cash provided by financing activities		$	5,153			$	20,064
Increase (Decrease) in cash		$	(2,734	)		$	13,556

As at Octoberof April 30, 2018 and January 31, 20172018, our company’s cash balance was $9,079 and total assets were $9,079. As at January 31, 2017, our company’s cash balance was $11,813$39,174 and total assets were $11,813.$39,339, respectively.

As at Octoberof April 30, 2018 and January 31, 2017,2018, our company had total liabilities were $25,612 and $21,419, respectively.

Stockholders’ equity was at $13,562 as of $13,038,April 30, 2018 compared with total liabilitiesto $17,920 as of $999 as at January 31, 2017.2018.

As at October 31, 2017, our companyof April 30, 2018, we had working capital deficit of $3,959 compared witha working capital of $10,814$13,562 compared with $17,920 as atof January 31, 2017.2018. The decrease in working capital was primarily attributed to anthe increase in accounts payable and accrued liabilities.

Cash Flow from Operating Activities

During the nine months ended October 31, 2017, our company used $7,887 inWe have not generated any positive cash flow from operating activities compared to $6,508since inception. For the three months ended April 30, 2018, net cash flows used in operating activities during the period ended October 31, 2016. The cash used from operating activities for the nine months ended October 31, 2017 was $358 attributed to a net loss of $18,017, and$4,358, decreased by an increase in accounts payable and accrued liabilities of $10,132.$4,000.

For the three months ended April 30, 2017, net cash flows used in operating activities was $1,203 attributed to a net loss of $1,017, increased by an increase in prepaid expenses of $186.

Cash Flow from Financing Activities

DuringFor the ninethree months ended October 31, 2017 our company received $1,908April 30, 2018, net cash from financing activities was $193 compared to $203 for the three months ended April 30, 2017 from related parties and $3,245 proceeds from the issuance of common shares, compared to $64 received from financing activities from related parties and $20,000 proceeds from the issuance of common shares during the period ended October 31, 2016.party advances.

The report of our auditors on our audited financial statements for the fiscal year ended January 31, 2017, contains a going concern qualification as we have suffered losses since our inception. We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We do not have noany 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, and capital expenditures or capital resources that areis material to stockholders.an investor in our securities.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

AsOur management, with the participation of October 31, 2017, management assessedour Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our internal control over financial reporting based ondisclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the CommitteeSecurities Exchange Act of Sponsoring Organizations1934, as amended (Exchange Act)), as of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, duringend of the period covered by this report,Quarterly Report on Form 10-Q. Based on such internalevaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be consideredus required to be material weaknesses.

The matters involving internal controlsdisclosed in our Securities and procedures thatExchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, consideredincluding our chief executive officer and chief financial officer, as appropriate to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring ofallow timely decisions regarding required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of October 31, 2017.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On December 18, 2017, our board of directors approved the dismissal of Anton & Chia, LLP ("Anton") and the engagement of Heaton & Company, PLLC dba Pinnacle Accountancy Group of Utah as our new independent registered public accounting firm.None.

During our company’s most recent fiscal year and through December 18, 2017, the date of dismissal, (a) there were no disagreements with Anton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Anton would have caused it to make reference to the matter in their reports and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

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Item 6. Exhibits

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1**		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* Filed herewith.

** XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CICLET HOLDINGS INC.
		(Registrant)
Dated: December 20, 201721, 2020	By:	/s/ Eugenio L. Jumawan Jr.
		Eugenio L. Jumawan Jr.
		President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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