UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

Commission File Number 333-214638

Nevada		37-1832675
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Osterbrogade 226 st. tv, Copenhagen, Denmark		2100
(Address of principal executive offices)		(Zip Code)

302-782-4171

(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:

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES     ¨ NO

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

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.

4,836,500 common shares issued and outstanding as of July 8, 2019.April 17, 2020.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION			3
Item 1.	Financial Statements		3
			3
Item 2.	Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations		11
			10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			14
Item 4.15	Controls and Procedures			14
Item 4.	Controls and Procedures		15
PART II - OTHER INFORMATION			15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		16
			15
Item 1A.	Risk Factors		16
			15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
			15
Item 3.	Defaults Upon Senior Securities		16
			15
Item 4.	Mine Safety Disclosures		16
			15
Item 5.	Other Information		16
			15
Item 6.	Exhibits			1516
SIGNATURES				1617

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

KALMIN CORP.

Consolidated Balance Sheets

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

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KALMIN CORP.

Consolidated Statements of Operations

(Unaudited)

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

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KALMIN CORP.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

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

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KALMIN CORP.

Consolidated Statements of Cash Flows

(Unaudited)

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

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KALMIN CORP.

Notes to the Consolidated Financial Statements

May 31, 2019February 29, 2020

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Kalmin Corp. (“the Company”) was incorporated on July 20, 2016 in the State of Nevada.

On May 4, 2018, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, and a change of control of Kalmin Corp. has occurred.

Upon the change of control of the Company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be the Company’s officers and directors. At the effective date of the transfer, Xie Qi Kang, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.

Previous Business

From inception until May 4, 2018, the Company manufactured and sold the necessary equipment for drinking mate – kalabas and bombilla. With the change of control on May 4, 2018, management determined it was in the best interest of the Company to seek new business opportunities.

Acquisition

On December 1, 2018, the Company entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, the Company have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

In connection with the Agreement, the Company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

Current Business

Upon closing of the Acquisition, the Company is now an App business with 120+ Apps primarily for iPhone, iPad and Apple.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company incurred an operating loss of $24,587$79,685 during the ninesix months ended May 31, 2019February 29, 2020 and has accumulated deficit of $104,420$208,232 from continued operations and retained earnings of $29,190 from discontinued operations as of May 31, 2019.February 29, 2020. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors to become financially viable and continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ninesix months ended May 31, 2019February 29, 2020 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019.2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 20182019 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 20182019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2018.2019.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, No Tie, LLC. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of MayFebruary 29, 2020 and August 31, 2019, the cash and cash equivalents is $790.$2,790 and $1,848, respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the following five-step procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

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The Company’s sales are completed through an online platforms by third parties. The Company receives collection on payments either at the time of sale, or 30 or 60 days subsequent to the sale.

For products and services where collection is immediate, the Company recognizes revenue at the time of sale.

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Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received. The terms of receivables are typically 60 days after sale. As of May 31, 2019,February, amounts of $418$329 was recorded as accounts receivable, 100% of which was due from one customer.

Earnings (Loss) Per ShareIncome Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed by dividing net income (loss) available to common shareholders byusing the weighted average number of outstanding common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Diluted income (loss) per share givesOptions, warrants and/or convertible debt will have a dilutive effect, to all dilutive potentialduring periods of net profit, only when the average market price of the common shares outstandingstock during the period. Dilutiveperiod exceeds the exercise or conversion price of the items. The Company has not issued any options or warrants or similar securities since inception.

For the six months ended February 29, 2020 and February 28, 2019, respectively, the following convertible notes were excluded from the computation of diluted net loss per share excludes all potential common shares if their effect is anti-dilutive. Asas the result of May 31, 2019 and August 31, 2018, there were no potentially dilutive debt or equity instruments issued or outstanding.the computation was anti-dilutive:

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Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – ADVANCE FROM DIRECTORCONVERTIBLE NOTES

During the nine months ended May 31,On December 1, 2019, the Company’s President advanced $28,594Company issued a convertible note to an un-affiliated party of $68,813 to replace the full amount of related party advances that had been provided to the Company.

During the nine months ended May 31, 2018, the Company’s President advanced $5,650 to The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company andcommon stock. The discount on convertible notes from beneficial conversion feature of $68,813 was fully amortized during the Company has made a $6,600 repayment to him. Advances from director of $20,503 were assumed by the new director upon the change of control of the Company on May 4, 2018.six ended February 29, 2020.

As of May 31, 2019February 29, 2020, the Company owed convertible note payable of $68,813 and August 31, 2018,accrued interest of $4,349. During the amount due tosix months ended February 29, 2020, the Company’s President was $31,176 and $2,582, respectively. These advances were unsecured, non-interest bearing and due on demand.Company incurred interest expense of $4,349.

NOTE 5 – DISCONTINUED OPERATIONS

During the nine months ended May 31, 2019, in connection with the acquisition of No Tie LLC, the Company changed their business operations from manufacturing and sale of equipment for drinking mate to developing on-line mobile applications.

The Company has excluded results of the operations from its Consolidated Statements of Operations to present the revenue, cost of revenue and related operating expense from the drinking mate equipment business in discontinued operations.

The following table shows the results of operations of the drinking mate equipment business for the nine months ended May 31, 2019 and 2018 which are included in the net income from discontinued operations:

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

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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 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.

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 Kalmin Corp., and our wholly-owned subsidiary, No Tie LLC, a New York limited liability corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on July 20, 2017, for the purpose of manufacturing and selling the necessary equipment for drinking mate - kalabas and bombilla.

On May 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, resulting in a change of control.

Upon the change of control of our company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be officers and directors of our company. At the effective date of the transfer, Xie Qi Kang, age 36,Teddy Chen An, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of our company.

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With the Company.change of control on May 4, 2018, management determined it was in the best interest of our company to seek new business opportunities.

On December 1, 2018, we entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, we have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

In connection with the Agreement, our company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The assets acquired by our company consist of a significant portion of the assets used in the operation of the No Tie business, with the exception of, accounts receivable for sales made prior to the closing date for the developer accounts, cash on hand and all computers, printers and related accessories and technology equipment.

On December 2, 2018, we entered into a First Amendment to the Agreement, wherein the closing date of the Acquisition was extended from December 1, 2018 to on or before January 31, 2019. The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

Our company is currently evaluating our future strategic business plans.

Our address principal executive office isoffices are located at 8 The Green, Suite #5140 Dover DE 19901. We do not have any subsidiaries.Osterbrogade 226 st. tv, Copenhagen, Denmark 2100. Our telephone number is (302)782-4171. We do not have a corporate website.

WeOther than as set out herein, we have never declared bankruptcy,not been in receivership, or involved in any kindbankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of legal proceeding.a significant amount of assets not in the ordinary course of our business.

Our Current Business

Upon closing of the Acquisition, we are now an App business with 120+ Apps primarily for iPhone, iPad and Apple Watch with over six million downloads and awards from AARP, About.com, BestAppEver and more. Several of our Apps have consistently been ranked in the Top Ten in their categories, including #1 iPad Medical app.

Our Apps are available for download through the Apple App Store.

iOS Apps and Games

Our iPhone iOS portfolio includes 97 Apps, primarily consisting of ring tones. Our apps also include talking video greeting cards, games, Autism Speaking Soundboards and more.

Our iPad iOS portfolio includes 90 Apps, primarily consisting of ring tones. Our apps also include games, Autism Speaking Soundboards, iFAQs and more.

We currently have 1 apple TV App, Name That Candidate.

Our Mac Apps portfolio includes 2 ring tone Apps and 1 game.

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Our Current BusinessResults of Operations

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company.

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

Results of Operations

Three Months Ended May 31, 2019February 29, 2020 Compared to May 31, 2018

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the nine months ended May 31,February 28, 2019 and 2018, which are included herein.

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Our operating results for the three months ended May 31,February 29, 2020 and February 28, 2019, and 2018, and the changes between those periods for the respective items are summarized as follows:

During the three months ended May 31, 2019 and 2018, we incurred total net loss of $5,318 and $12,749, respectively. We incurred net loss from continued operations in the amount of $5,318 and $12,220 for the three months ended May 31, 2019 and 2018, respectively. We incurred net loss from discontinued operations in the amount of $NIL and $529 for the three months ended May 31, 2019 and 2018, respectively.

We recognized revenue of $1,157 from mobile application during the three months ended May 31, 2019.

Operating expenses were $26,244 for the three months ended May 31, 2019, compared to $46,331 for the three months ended May 31, 2018 due to decrease in professional fees incurred with respect to the requirements for public reporting.

Nine Months Ended May 31, 2019 Compared to May 31, 2018

Our operating results for the nine months ended May 31, 2019 and 2018, and the changes between those periods for the respective items are summarized as follows:

On December 1, 2018, we entered into a Share Sale and Purchase Agreement with No Tie LLC. The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

During the ninethree months ended May 31,February 29, 2020 and February 28, 2019, and 2018, we incurred total net loss of $24,587$79,685 and $36,157, respectively. We incurred net loss from continued operations in the amount of $24,587 and $36,157 for the nine months ended May 31, 2019 and 2018, respectively. We recognized net income from discontinued operations in the amount of $NIL and $10,174 for the nine months ended May 31, 2019 and 2018,$10,713, respectively.

We recognized revenue of $1,657$NIL from mobile application sales for the ninethree months ended May 31, 2019February 29, 2020 as compared to $500 during the three months ended February 28, 2019. The Company started to recognize mobile application sales since the acquisition of No Tie LLC on January 25, 2019.

Operating expenses were $26,244$6,523 for the ninethree months ended May 31, 2019,February 29, 2020, compared to $46,331$11,213 for the ninethree months ended May 31, 2018February 28, 2019 due to decrease in professional fees incurred with respect to the requirements for public reporting.

Other expenses incurred during the six months ended February 29, 2020 were $73,162 consisting of note discount amortization of $68,813 and note interest of $4,349.

Six Months Ended February 29, 2020 Compared to February 28, 2019

Our operating results for the six months ended February 29, 2020 and February 28, 2019, and the changes between those periods for the respective items are summarized as follows:

On December 1, 2018, we entered into a Share Sale and Purchase Agreement with No Tie LLC. The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

During the six months ended February 29, 2020 and February 28, 2019, we incurred total net loss of $95,541 and $19,269, respectively.

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We recognized revenue of $794 from mobile application sales for the six months ended February 29, 2020 as compared to $500 during the six months ended February 28, 2019. The Company started to recognize mobile application sales since the acquisition of No Tie LLC on January 25, 2019.

Operating expenses were $23,173 for the six months ended February 29, 2020, compared to $19,769 for the six months ended February 28, 2019 due to increase in professional fees incurred with respect to the requirements for public reporting.

Other expenses incurred during the six months ended February 29, 2020 were $73,162 consisting of note discount amortization of $68,813 and note interest of $4,349.

Liquidity and Capital Resources

Working Capital

As of May 31, 2019,February 29, 2020, we had a working capital deficit of $44,293$79,292 compared to a working capital deficit of $15,403$52,564 as of August 31, 2018.2019. The increase in working capital deficiency was mainly due to the increase in advances fromconvertible note issued for payment made for operation expense on behalf of the director.Company.

Cash Flows

Cash Flow from Operating Activities

ForDuring the ninesix months ended May 31,February 29, 2020, net cash used in operating activities was $21,631, related to our net loss of $95,541, decreased by note discount amortization of $68,813 and net changes in operating assets and liabilities of $5,097.

During the six months ended February 28, 2019, net cash used in operating activities was $27,857, related to our net loss from continued operations of $24,587, increased by an increase in accounts receivable of $418 and a decrease in accounts payable and accrued liabilities of $2,852.

For the nine months ended May 31, 2018, net cash used in operating activities was $3,571,$19,269, related to our net loss of from continued operations of $46,331, offset$19,269, increase by net income from discontinued operations of $10,174, the depreciation expense of $2,081, a decreasechanges in prepaid expenses of $5,321, a decrease in inventory of $12,877 , an increase in accounts payableoperating assets and accrued liabilities of $10,607 and an increase in customer deposits of $1,700.$5,612.

Cash Flow from Investing Activities

ForDuring the ninesix months ended May 31,February 29, 2020, we had no investing activities.

During the six months ended February 28, 2019, net cash provided by investing activities was $53 from the acquisition of net cash from No Tie LLC as a result of business combination.LLC.

We had no investing activities during the nine months ended May 31, 2018.

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Cash Flow from Financing Activities

ForDuring the ninesix months ended May 31,February 29, 2020 and February 28, 2019, net cash provided by financing activities was $28,594 attributed to the net advancement$22,573 from the director.

For the nine months ended May 31, 2018, net cash used in financing activities was $450 attributed to the proceeds from the issuance of common stock of $500convertible note and the$24,881from advancement from the director, of $5,650, offset by the repayment to the director of $6,600.respectively.

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Liquidity and Capital Resources

Our cash balance at May 31, 2019 was $790, with $45,501 in outstanding current liabilities, consisting of accounts payable and accrued liabilities of $14,325 and advances from director of $31,176.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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

Evaluation of Disclosure 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 May 31, 2019.February 29, 2020. 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 three month period ended May 31, 2019February 29, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. 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 would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended May 31, 2019February 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on 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

None.

Item 6. Exhibits

________ ____________

* Filed herewith.

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SIGNATURES

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