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Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934
For the quarterly period ended November 30, 2017May 31, 2019
[ ] TRANSITION REPORT PURSUANT TO SECTION☐ Transition Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934
For the transition period from ________________ to _______
COMMISSION FILE NO. 333-214122
ZARTEX INC.
__________
(Exact
Commission file number: 333-214122
CANNIS, INC.
(Exact name of registrantsmall business issuer as specified in its charter)
Nevada (NV) | 98-1322537 | |
(State or |
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20, Jalan 51A/225A, Section 51A
46100 Petaling Jaya, Selangor, Malaysia (Address of principal executive offices) Level 9, Melilea Tower, No. 6, Avenue 3 The Horizon, Bangsar South, No. 8, Jalan Kerinchi 59200, Kuala Lumpur, Malaysia (Former Address if changed from last report) |
+603 2242 0484 |
(Issuer's telephone number) |
Securities registered pursuant to Section 12(b) of the Act: N/A
4760 South Pecos Rd. Suite 103
Las Vegas, NV 89121
Tel. (775) 391-8588
Email: zartexinc@yandex.com
(Address and telephone number of principal executive offices)
Indicate by checkmarkcheck mark whether the issuer:registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐Accelerated filer ☐
Non-accelerated Filer ☐Smaller reporting company ☒
Emerging growth company ☒
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 pastpreceding 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][ 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 filerhas submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]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. ☐
Smaller reporting company [X]
Indicate by checkmarkcheck mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ]☒ No [ ]
Applicable Only to Corporate Registrants
IndicateState the number of shares outstanding of each of the issuer’sissuer's classes of common stock,equity, as of the mostlatest practicable date: 6,340,000 common shares issued and outstanding as of July 10, 2019.
CANNIS, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART I | FINANCIAL INFORMATION: | |
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1 |Page
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May 31, 2019 and 2018 (unaudited) | 5 |
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May 31, 2019 and 2018 (unaudited) |
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Notes to the Condensed Unaudited Financial Statements | 8 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
Item 4. | Controls and Procedures | 17 |
PART II | OTHER INFORMATION: | |
Item 1. | Legal Proceedings | 18 |
Item 1A | Risk Factors | 18 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
Item 3. | Defaults Upon Senior Securities | 18 |
Item 4. | Mining Safety Disclosures | 18 |
Item 5. | Other Information | 18 |
Item 6. | Exhibits | 18 |
Signatures |
2 |Page
PART I.1. FINANCIAL INFORMATION Cannis, Inc.
ZARTEX INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS | |||
| NOVEMBER 30, 2017 (UNAUDITED) | AUGUST 31, 2017 (AUDITED) | |
ASSETS |
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Current Assets |
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| Cash | $ 19,429 | $ 24,549 |
| Total current assets | 19,429 | 24,549 |
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Property & equipment, net | 9,833 | 10,376 | |
Intangible asset, net | 4,767 | 5,200 | |
Total Assets | $ �� 34,029 | $ 40,125 | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
Current Liabilities | |||
| Accounts payable and accrued expenses | 11,457 | 9,757 |
| Loan from related parties | 17,264 | 17,264 |
| Total current liabilities | 28,721 | 27,021 |
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Total Liabilities | 28,721 | 27,021 | |
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Commitments & Contingencies | |||
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Stockholders’ Equity (Deficit) | |||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 6,340,000 shares issued and outstanding | 6,340 | 6,340 |
| Additional paid-in-capital | 25,460 | 25,460 |
| Deficit accumulated during the development stage | (26,492) | (18,696) |
Total Stockholders’ Equity | 5,308 | 13,104 | |
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Total Liabilities and Stockholders’ Equity | $ 34,029 | $ 40,125 |
(F/K/A: Zartex, Inc.)
Balance Sheets
As of May 31, 2019 and August 31, 2018
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| As of May 31, 2019 |
| As of August 31, 2018 |
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| (Audited) |
Assets |
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Current assets |
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Cash and cash equivalents |
| $ - |
| $ 17,439 |
Total current assets |
| - |
| 17,439 |
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Non-current assets |
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Property and equipment, net |
| - |
| 8,204 |
Intangible assets, net |
| - |
| 3,468 |
Total non-current assets |
| - |
| 11,672 |
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Total Assets |
| $ - |
| $ 29,111 |
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Liabilities and Shareholders’ Equity |
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Liabilities |
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Current liabilities |
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Accounts payable |
| $ - |
| $ 14,610 |
Loan from related parties |
| 22,550 |
| 32,379 |
Total current liabilities |
| 22,550 |
| 46,989 |
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Total Liabilities |
| $ 22,550 |
| $ 46,989 |
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Shareholders' Equity |
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Class A Preferred Stock ($0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding) |
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Common stock ($0.001 par value, 1,500,000,000shares authorized; 6,340,000 shares issued and outstanding) |
| $ 6,340 |
| $ 6,340 |
Additional paid-in-capital |
| 25,460 |
| 25,460 |
Deficit accumulated |
| (54,350) |
| (49,678) |
Total shareholders' equity |
| (22,550) |
| (17,878) |
Total Liabilities and Shareholders' Equity |
| $ - |
| $ 29,111 |
The accompanying notes are an integral part of these financial statements.
Cannis, Inc.
3 |Page(F/K/A: Zartex, Inc.)
Statements of Operations and Comprehensive Income
For the three and nine months ended May 31, 2019 and 2018
(Unaudited)
ZARTEX INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATION (UNAUDITED) |
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| Three months ended November 30, 2017 | Three months ended November 30, 2016 |
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Revenues | $ - | $ 5,000 |
Cost of revenues | - | - |
Gross margin | - | 5,000 |
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Operating expenses |
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General and administrative expenses | 7,796 | 6,733 |
Income (loss) from operations | (7,796) | (1,733) |
Income (loss) before taxes | (7,796) | (1,733) |
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Provision for taxes | - |
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Net income (loss) | $ (7,796) | $ (1,733) |
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Loss per common share: Basic and Diluted | $ (0.00) | $ (0.00) |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 6,340,000 | 4,395,604 |
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| Three Months Ended May 31, 2019 |
| Three Months Ended May 31, 2018 |
| Nine Months Ended May 31, 2019 |
| Nine Months Ended May 31, 2018 |
Revenue |
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Revenue |
| $ - |
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| $ - |
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Cost of revenue |
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Gross margin |
| - |
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| - |
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Operating expenses |
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General and administrative expense |
| 8,850 |
| 13,311 |
| 39,908 |
| 24,073 |
Total operating expenses |
| 8,850 |
| 13,311 |
| 39,908 |
| 24,073 |
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Loss from operations |
| (8,850) |
| (13,311) |
| (39,908) |
| (24,073) |
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Other income |
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Forgiveness of debt |
| - |
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| 35,236 |
| - |
Total other income |
| - |
| - |
| 35,236 |
| - |
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Operating loss before income taxes |
| (8,850) |
| (13,311) |
| (4,672) |
| (24,073) |
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Provision for income taxes |
| - |
| - |
| - |
| - |
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Net loss |
| $ (8,850) |
| $ (13,311) |
| $ (4,672) |
| $ (24,073) |
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Loss Per Share: |
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Basic and Diluted |
| $ (0.00) |
| $ (0.00) |
| $ (0.00) |
| $ (0.00) |
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Weighted Average Shares Outstanding:Basic and Diluted |
| 6,340,000 |
| 6,340,000 |
| 6,340,000 |
| 6,340,000 |
The accompanying notes are an integral part of these financial statements.
Cannis, Inc.
(F/K/A: Zartex, Inc.)
4 |PageStatements of Changes in Stockholders’ Equity
For the year ended May 31, 2019 and nine months ended August 31, 2018
(Unaudited)
ZARTEX INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS (UNAUDITED) | ||||
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| Three months ended November 30, 2017 | Three months ended November 30, 2016 | |
Operating Activities |
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| Net loss |
| $ (7,796) | $ (1,733) |
| Increase in prepaid expenses |
| - | (30) |
| Depreciation and amortization |
| 976 | - |
| Accounts payable and accrued expenses |
| 1,700 | - |
| Net cash used in operating activities |
| (5,120) | (1,763) |
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Investing Activities |
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Purchase of Equipment and intangible assets |
| - | - | |
Net cash used in investing activities |
| - | - | |
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Financing Activities |
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| Proceeds from sale of common stock |
| - | 5,000 |
| Proceeds from loan from shareholder |
| - | 2,950 |
| Net cash provided by financing activities |
| - | 7,950 |
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Net increase (decrease) in cash and equivalents |
| (5,120) | 6,187 | |
Cash and equivalents at beginning of the period |
| 24,549 | - | |
Cash and equivalents at end of the period |
| $ 19,429 | $ 6,187 | |
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest |
| $ - | $ - |
| Taxes |
| $ - | $ - |
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| Number of | Class A | Common | Additional Paid | Retained |
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| Shares | Preferred Stock | Stock | In Capital | Earnings | Total |
Balance at September 1, 2017 |
| 6,340,000 | $ - | $ 6,340 | $ 25,460 | $ (18,696) | $ 13,104 |
Net loss |
| - | - | - | - | (30,982) | (30,982) |
Balance at August 31, 2018 |
| 6,340,000 | $ - | $ 6,340 | $ 25,460 | $ (49,678) | $ (17,878) |
Net loss |
| - | - | - | - | (4,672) | (4,672) |
Balance at May 31, 2019 |
| 6,340,000 | $ - | $ 6,340 | $ 25,460 | $ (54,350) | $ (22,550) |
The accompanying notes are an integral part of these financial statements.
Cannis, Inc.
5 |Page(F/K/A: Zartex, Inc.)
Statements of Cash Flows
For the nine months ended May 31, 2019 and 2018
(Unaudited)
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| Nine Months Ended May 31, 2019 |
| Nine Months Ended May 31, 2018 |
Cash flows from operating activities |
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Net Loss |
| $ (4,672) |
| $ (24,073) |
Adjustments to reconcile net loss to net cash from operations: |
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Depreciation and amortization |
| - |
| 2,928 |
Write-off of fixed assets |
| 11,672 |
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Forgiveness of debt |
| (35,236) |
| - |
Changes in operating assets and liabilities: |
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Accounts payable |
| (4,853) |
| 1,997 |
Net cash used in operating activities |
| (33,089) |
| (19,148) |
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Cash flows from financing activities |
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Proceeds of related party loans |
| 22,550 |
| 12,038 |
Repayment of related party loans |
| (6,900) |
| - |
Net cash provided by financing activities |
| 15,650 |
| 12,038 |
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Net change in cash and cash equivalents |
| (17,439) |
| (7,110) |
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Cash and cash equivalents, beginning |
| 17,439 |
| 24,549 |
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Cash and cash equivalents, end |
| $ - |
| $ 17,439 |
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Supplementary cash flows information: |
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Tax paid |
| $ - |
| $ - |
Interest paid |
| $ - |
| $ - |
The accompanying notes are an integral part of these financial statements.
Cannis, Inc.
(F/K/A Zartex, Inc) Notes to Financial Statements (Unaudited)
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NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
ZARTEX INC. (the “Company”Cannis, Inc. formerly Zartex, Inc. (“the Company”) is a corporation establishedwas incorporated under the corporation laws in the State of Nevada on August 17, 2016.
The company commences operationsCompany changed its name from Zartex, Inc. to Cannis, Inc. on December 6, 2018. The Company was in the business of software development. The company seeksdevelopment which sought to deliver services for the garment distribution industry. The main service is
Effective November 14, 2018, a change of control occurred with respect to the IT product for garment retailers.Company. In connection with the change of control transaction, the Company has ceased its operations, transferred its assets and became a “shell company”.
The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’sits business plan.
The Company has adopted August 31 fiscal year end.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. As the Company has no other comprehensive income, the income is equal to the Company’s total comprehensive income.
Interim Financial Information
The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.
These financial statements should be read in conjunction with the audited financial statements as of and for the year ended August 31, 2017,2018, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements as of and for the year ended August 31, 2017.2018.
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
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Fair valuesValues of financial instrumentsFinancial Instruments
The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:
| · | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| · | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| · | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. |
As of the balance sheet date, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each quarter.
Cash and Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Basic and Diluted LossEarnings (Loss) Per Share
Basic earnings or loss per share is computed by dividing net income or loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings or loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings or loss per share excludes all potential common shares if their effect is anti-dilutive.
Revenue Recognition
On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
There was no significant impact to the statement of operations and comprehensive income (loss) as the Company’s existing revenue policies are in line with ASC 606.
Prior to the change of control that occurred on November 14, 2018, the Company’s revenue consisted of service revenue from “Match Me” software programming code with customization service. The Company followsrecognized revenue when performance obligations identified under the guidanceterms of the Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition." It records revenuecontracts with its customers were satisfied, which generally occurs when persuasive evidencethe programming code of an arrangement exists, services have been rendered, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.
The Company records revenue when realizable and earned and when developed software and customization services has been delivered to the customer.
The Company determined that our software arrangements fall within scope of ASC 985-605, paragraph 985-605-15-3 states, “The guidance in the Subtopic applies to the following transactions and activities: (a) Licensing, selling, leasing, or otherwise marketing computer software; (b) superseded; (c) The software and software-related elements of arrangements that include software that is more-than-incidental to the products or services in the arrangement as a whole.”
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The Company determined that the predominant element in our multiple element arrangements is software that is sold via a rights of use license and resides at customer sites. The other elements in our arrangements are bundled with the software and the bundle is sold as one unit as explained below. These arrangements are within the scope of 985-605 because our software is sold and delivered to our customers, meeting the guidance in clause (a) of ASC 985-605-15-3. Additionally, as required by clause (c) of ASC 985-605-15-3, our software is more-than-incidental to thecustomization services in the arrangement as a whole due to its predominant role in delivering the value of the service further explained below.
Our software arrangements are sold as a single unit consisting of the following multiple elements: (i) “Match Me” softwarewere delivered to the customer (ii) customization service. “Match Me” software is an algorithm helping users to create their individual fashion look (style of clothes). Customization service is the development of individual software design, functionality, CRM System (Customer relationship management system) and programming criteria.
The company doesn’t have any plans to sell “Match Me” software (algorithm) separate from the customization service.
We have estimated our “Match Me” software (algorithm) and charge our customerswhen completed in accordance with the estimated price. The customization service price is based on the estimated labor costs the Company spend on the customization. The final price for the customer consists both elements.
We use the residual method to recognize revenues when a customer agreement includes one or more elements to be delivered at a future datecontractual terms and vendor specific objective evidence (VSOE)conditions of the fair value of all undelivered elements exists. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized as product revenues. If evidence of the fair value of one or more undelivered elements does not exist, all revenues are deferred and recognized when delivery of those elements occurs or when fair value can be established.sale.
Residual Method AccountingSoftware Development Costs
In software arrangements that include multiple elements (such as license rights and technical support services), total fees are allocated among each of the elements using the “residual” method of accounting. Under this method, revenue allocated to undelivered elements is based on vendor-specific objective evidence of fair value of such undelivered elements, and the residual revenue is allocatedPrior to the delivered elements. Vendor specific objective evidencechange of fair value for such undelivered elements is based uponcontrol that occurred on November 14, 2018, the price charged for such product or service when it is sold separately. The Company’s pricing practices may be modified in the future, which would result in changes to the Company’s vendor specific objective evidence. As a result, future cost of revenue associated with multiple element arrangements could differ significantly from our historical results.
Percentageconsisted of Completion Accounting
Fees from licenses sold together with consulting services are generally recognized upon shipment of the licenses, provided (i) the criteria described in subparagraphs (a) through (d) in the second paragraph under “Revenue Recognition” above are met; (ii) payment of the license fee is not dependent upon performance of the consulting services; and (iii) the consulting services are not essential to the functionality of the licensed software. If the services are essential to the functionality of the software, or performance of services is a condition to payment of license fees, both the software license and consulting fees are recognized under the “percentage of completion” method of contract accounting. Under this method, the Company is required to estimate the number of total hours needed to complete a project, and revenues and profits are recognized based on the percentage of total contract hours as they are completed. Due to the complexity involved in the estimating process, revenues and profits recognized under the percentage of completion method of accounting are subject to revision as contract phases are actually completed. Historically, these revisions have not been material.
7 |Page
Software Revenue and Service Revenue
Software revenue includes sales from “Match Me” software.
Service revenue includes sales from “Match Me” software customization service.
Software Development Costs
Costscosts incurred in researching and developing a computer software product areproduct. Such costs were charged to expense until technological feasibility hashad been established for the product. Judgment iswas required in determining when technological feasibility of a product iswas established and the Company havehad determined that technological feasibility for ourits software products iswas reached after all high-risk development issues havehad been resolved through coding and testing. Generally, this occursthat occurred shortly before the products arewere available to the public for sale.
The “Match Me” software programming code was developed by the Company’s former sole officer and director, Aleksandr Zausaev. Software development and customization expenses includeincluded Mr. Zausaev’s labor cost.
Cost of Revenue
Cost of revenue includes:included: software development costs and software customization costs. Capitalized software development costs arewere amortized over the estimated lives of the software.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on ourthe Company’s results of operations, financial position operations or cash flows.
Property and Equipment & Depreciation
Property and equipment are stated at cost less accumulated depreciation comprised of computer equipment and are depreciated on the straight-line method over the estimated life of the asset, which is 5 years.
Intangible Assets & Amortization
The Company’s intangible assets are stated at cost less accumulated amortization comprised of computer software and are amortized on the straight-line method over the estimated life of the asset which is 3 years.
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Impairment of Long-lived assetsLong-Lived Assets
The Company accounts for impairment of plant and equipment and amortizable intangible assets in accordance with ASC 360, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires the Company to evaluate a long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value.
NOTE 3 – GOING CONCERN
The Company’s financial statements as of November 30, 2017,May 31, 2019, been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated net loss of $26,492$54,350 since inception. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management sManagement’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – PROEPRTYPROPERTY & EQUIPMENTS
EQUIPMENT
Property and equipment, net, is comprised of the following:
| November 30, 2017 |
| August 31, 2017 |
Computer and Equipment | $ 10,850 |
| $ 10,850 |
Total | 10,850 |
| 10,850 |
Accumulated Depreciation | (1,017) |
| (474) |
Net | $ 9,833 |
| $ 10,376 |
May 31, 2019 | August 31, 2018 | |||
Computer and Equipment | $ - | $ 10,850 | ||
Total | - | 10,850 | ||
Accumulated Depreciation | - | (2,646) | ||
Net | $ - | $ 8,204 |
Depreciation expenses were $543$0 and $0$2,103 for the threenine months ended May 31, 2019 and 2018.
On November 30, 201714, 2018, the Company had a change of control. Property and 2016equipment in the amounts of $8,204 were transferred to the former sole officer of the Company for the nine months ended May 31, 2019. Refer to Note 7 - Change of Control.
NOTE 5 – INTANGIBLE ASSETS
Intangible assets consisted of the following:
| November 30, 2017 |
| August 31, 2017 |
Computer Sowtware | $ 5,200 |
| $ 5,200 |
Total | 5,200 |
| 5,200 |
Accumulated Amortization | (433) |
| - |
Net | $ 4,767 |
| $ 5,200 |
May 31, 2019 | August 31, 2018 | |||
Computer Software | $ - | $ 5,200 | ||
Total | - | 5,200 | ||
Accumulated Amortization | - | (1,732) | ||
Net | $ - | $ 3,468 |
Amortization expenses were $433$0 and $0$1,299 for the threenine months ended May 31, 2019 and 2018.
On November 30, 201714, 2018, the Company had a change of control. Intangible assets in the balance of $3,468 have been written off and 2016recorded for the nine months ended May 31, 2019. Refer to Note 7 - Change of Control.
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NOTE 6 – CAPTIALCAPITAL STOCK
The Company has 75,000,0001,500,000,000 shares of common stock authorized with a par value of $0.001 per share, and 10,000,000 shares of Class A preferred stock authorized with a par value of $0.001 per share.
On September 12, 2016, the Company issued 5,000,000 shares of common stock at $0.001 per share for a proceed of $5,000.
For the year period ended August 31, 2017, the Company issued 1,340,000 shares of common stock at $0.02 per share for a proceed of $26,800.
On April 24, 2019, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Nevada Secretary of State which increased the authorized shares of its common stock, $0.001 par value, from 75,000,000 to 1,500,000,000 shares, and created a class of preferred stock, $0.001 par value, called the Class A Preferred Stock in the amount of 10,000,000 authorized shares, with each share of Class A Preferred Stock having 100 votes to be cast with respect to any and all matters presented to shareholders for a vote whether at a meeting of shareholders or by written consent.
As of November 30, 2017,May 31, 2019, the Company had 6,340,000 shares of common stock issued and outstanding.
NOTE 7 – CHANGE OF CONTROL
Effective November 14, 2018, the Company, Mr. Aleksandr Zausaev (“Seller”) and Mr. Eu Boon Ching (“Buyer”) entered into a Security Purchase Agreement (“SPA”). Pursuant to the SPA, Buyer acquired from Seller 5,000,000 shares of common stock of the Company.
In addition, Mr. Ching acquired an additional 1,335,000 shares of common stock of the Company from certain other shareholders of the Company pursuant to a separate stock purchase agreement. The total number of shares of common stock acquired by Mr. Ching is 6,335,000, and all such shares now held by Mr. Ching are “restricted” and/or “control” securities.
Simultaneously, Mr. Zausaev forgave $35,236 of related party debt. The Company relinquished all its assets to settle all its liabilities during the change of control transaction. In connection with these transactions, the Company has ceased its prior operations and is now a “shell company.”
NOTE 8 – RELATED PARTY TRANSACTIONSLOANS
With respect to the change of control, Mr. Zausaev, resigned in all officer and director capacities from the Company and Mr. Ching was appointed the sole officer and sole director of the Company. Mr. Zausaev forgave $35,236 of related party debt owed to him.
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time thatCannisApp Sdn Bhd, an entity which Mr. Ching, the Company canCompany’s officer and director, is a majority owner, advanced $22,550 to support its operations or attains adequate financing through sales of its equity or traditional debt financing.the Company’s operations. There iswas no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.Mr. Ching. The advances arewere considered temporary in nature and have not been formalized by a promissory note. The outstanding payable owed to CannisApp Sdn Bhd was $22,550 as of May 31, 2019. The amount is non-interest bearing and due on demand without maturity date.
Since August 17, 2016 (Inception) through November 30,NOTE 9 – INCOME TAX
On December 22, 2017, the Company’s sole officer and director, Mr. Aleksandr Zausaev, has loaned the Company from time to time to pay for incorporation costs and operating expenses. AsPresident of November 30, 2017, the outstanding payable amount to Mr Zausaev was $17,264.
Mr. Zausaev also provides services to the Company for which he was compensated. As of November 30, 2017, the outstanding accounts payable amount to Mr. Zausaev was $9,757 The amounts above are non-interest bearing, due upon demand and unsecured.
NOTE 8 – INCOME TAX
The Company was incorporated under the law 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 America laws,foreign subsidiaries. The Tax Reform Act permanently reduces the statutoryU.S. corporate income tax rate is 34%.from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets. In addition, net operating losses (NOL) arising after December 31, 2017 can be carryforward indefinitely while limiting the NOL deduction for a given year to 80% of taxable income.
As of November 30, 2017,May 31, 2019, the Company had net operating loss carry forwards of $24,792$54,350 that may be available to reduce future years’ taxable income through 2037.income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 9 - CONCENTRATIONS
The Company has only one supplier who is the sole officer and majority shareholder of the Company with outstanding accounts payable of $9,757 (100%) at November 30, 2017.
NOTE 10 - SUBSEQUENT EVENTSEVENT
The Company has evaluatedevaluates subsequent events from November 30, 2017that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to May 31, 2019 but prior to July 10, 2019, the date the financial statements were available to be issued, and has determinedthere was no subsequent event that there are no itemswould require disclosure to disclose.or adjustment in the financial statements.
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTSSTATEMENT NOTICE
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
DESCRIPTION OF BUSINESS
GENERAL
We are a software company and deliver the services for garment distribution industry. Our main service is the IT product for garment retailers. We deliver a software product (to which we may refer as a program, a web-engine or an application), the visible part of which we plan to design in a form of a web catalogue. With many offerswere incorporated in the garment industry producersState of Nevada on August 17, 2016 under the name Zartex, Inc. On December 6, 2018, we changed our name to Cannis, Inc. From inception until November 14, 2018, the Company’s principal business consisted of software development.
Effective November 14, 2018, a change of control occurred with respect to Zartex, Inc. (“Company”). Pursuant to a Securities Purchase Agreement entered into by and retailers might experience difficultiesamong the Company, Mr. Aleksandr Zausaev (“Seller”) and Mr. Eu Boon Ching (“Buyer”), Buyer acquired from Seller 5,000,000 shares of common stock of Company. In addition, pursuant to a separate Stock Purchase Agreement by and among Mr. Ching, as buyer, and certain other shareholders of the Company, Mr. Ching acquired an additional 1,335,000 shares of common stock of the Company. The total number of shares of common stock acquired by Mr. Ching is 6,335,000, and all such shares now held by Mr. Ching are “restricted” and/or “control” securities.
On the closing of the above transaction, Mr. Zausaev, the then sole officer and director of the Company, resigned in delivering their offerall officer and director capacities from the Company and Mr. Ching was appointed the sole officer of the Company (Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer) and a sole Director of the Company. At closing, the Company assigned all of its assets to their potential customers. Customers might feel insecure about how their actual size matchesMr. Zausaev in exchange for certain considerations including his cancellation and waiver of all outstanding liabilities of the Company in favor of the former sole officer and director.
Effective immediately at closing, the Company permanently ceased its previous operating activities of software development. Consequently, the Company is now a shell company seeking to the size of clothing displayed on the retailer’s or producer’s website. We expect that employmentmerge with another entity with experienced management and opportunities for growth in return for shares of our program can make it easiercommon stock to advertise and sell garment items,create value for retailers, select and buy, for garment buyers.our shareholders.
Our main customers are online and real stores involved in clothing distribution
As mentioned above, on December 6, 2018, the Company amended its Articles of Incorporation with the Nevada Secretary of State to whom we plan to sell our software and customize precisely to their needs. The usersaffect the name change of the application who areCompany to Cannis, Inc. (“Corporate Action”). On November 29, 2018, our majority stockholder, holding 99% of our outstanding voting securities approved the retailers’ customers are our indirect customers whom we do not charge for usingCorporate Action.
On April 24, 2019, the software. We deliver our software togetherCompany amended its Articles of Incorporation by filing a Certificate of Amendment with the buyers aligned websiteNevada Secretary of State which holdsincreased the authorized shares of its common stock, $0.001 par value, from 75,000,000 to 1,500,000,000 shares, and created a catalogueclass of various brands clothing items listed in it. Forpreferred stock, $0.001 par value, called the users, our application within the website will perform only informing functions with the possibility to reserve the items chosenClass A Preferred Stock in the most convenient outlet,amount of 10,000,000 authorized shares, with the most reasonable price (to the user’s mind). Our software has programming engine which can be used many times for our customers. We sell the software and the serviceeach share of software customization for every potential client. The software cannot be used separately from software customization because of garment retailers have their individual products, prices, service etc. Our software is an application which can be used in our customers’ web-catalogs or on any supported devices. We retain the rights to use our software with to use the “Match Me” software and its feature in our future product offerings.
In order to gain our customer’s awareness, we come to the market with highly adaptive web engine which might be tweaked to the needs of the end user. We expect that coding a mobile application might give our software wider popularity among customers. The mobile application might be used as both a mobile version of the web catalogue and a measuring device. The mobile application will use the algorithm of the Rule of Perspective to compare clothing sizes on the store to those of the customers. Provided that a customer takes a photo of a real size object, adjusts it to fit the marked frame in the application it displays if the chosen garment can fit the customer.
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Our application users may also enable “Match Me” feature which we plan to deliver within the application. “Match Me” is expected to use the algorithm of analyzing the data provided by user in order to make lists of clothing styles (with actual items from the stores that we plan to partner up with), and the information concerning the price, the brand, the storeClass A Preferred Stock having 100 votes to be on display. It is quite obvious that people stickcast with respect to any and all matters presented to shareholders for a clothing style due to the preferences in music (for instance, rock listeners are likely to wear leather), movies (some people might copy the stylesvote whether at a meeting of the favorite actors in certain films) healthstyle (people involved in yoga might prefer natural materials to synthetic ones) and other preferences. Enabling “Match Me” feature, a user goes through a simple multiple choice questionnaire including the questions about the preferences, actual season and mood in order to receive the possible clothing combinations. The engine of our web catalogue is supposed to be built in the way that it displays garment items regardless the brand awareness, which may help small brands and individual designers to make their way to general public. We expect that our program can also inspire the competition between retailers, which may result in a number of various offers for clothing buyers, thus helping us to receive awareness and to involve as many retailers in our project as possible.shareholders or by written consent.
Provided that retailers show their interest in our program, we may come to a certain retailer outlet with an additional item - “Match Me Box”, a computerized installment. We plan to configure the “Match Me Box” in a similar way that “Match Me” feature of the application works. This “Match Me Box” is schemed to be installed in shopping centres for the customers, who have a certain idea (or no ideas) of of what to acquire, but feel disoriented by the overwhelming number of outlets in a store.
RESULTS OF OPERATIONOPERATIONS
As of November 30, 2017, we have accumulated a deficit of $24,792. We anticipate that we will continue to incur losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
THREE MONTHS PERIOD ENDED MAY 31, 2019 COMPARED TO THREE MONTHS PERIOD ENDED MAY 31, 2018
Three Month Period Ended November 30, 2017 compared to Three Month Period Ended November 30, 2016
Revenues
Revenue
During the three months ended November 30, 2017, the Company hasMay 31, 2019 and 2018, respectively, we did not generatedhave any revenue compared to $5,000 during three-month period ended November 30, 2016.from operations.
Operating Expenses
During the three-months periodthree months ended November 30, 2017,May 31, 2019, we incurred $7,796general and administrative expenses of $8,850 as compared to $13,311 for the three months ended May 31, 2018.
Our loss from operations for the three months ended May 31, 2019 and 2018 were $8,850 and $13,311, respectively.
Net Loss
For the three months ended May 31, 2019, we had a net loss of $8,850 as compared to $13,311 for the same respective period last year.
NINE MONTHS PERIOD ENDED MAY 31, 2019 COMPARED TO NINE MONTHS PERIOD ENDED MAY 31, 2018
Revenues
During the nine months ended May 31, 2019 and 2018, respectively, we did not have any revenue from operations.
Operating Expenses
During the nine months ended May 31, 2019, we incurred general and administrative expenses of $39,908 compared to $24,073 for the nine months ended May 31, 2018.
The increase in general and administrative expenses comparedwere due to $6,733increase in professional fees and $11,672 in property and equipment write-off for the control change during three-month periodthe nine months ended November 30, 2016.May 31, 2019. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such asmainly consist legal, and accounting and developmental costs.other professional fees.
Our loss from operations for the nine months ended May 31, 2019 and 2018 were $39,908 and $24,073, respectively.
Other Income
During the nine months ended May 31, 2019, we had a forgiveness of debt by the Company’s former sole officer and director and controlling shareholder in the amount of $35,236 in connection with the change of control, which occurred on November 14, 2018. We did not have a similar forgiveness of related party debt for any other period.
Net Loss
For the nine months ended May 31, 2019, we had a net loss of $4,672 as compared to a net loss of $24,073 for the three-monthssame respective period ended November 30, 2017 was $7,796 compared to $1,733 during three-month period ended November 30, 2016.last year.
LIQUIDITY AND CAPITAL RESOURCES
As at November 30, 2017 our total assets were $34,029 compared to $40,125 in total assets at August 31, 2017. The decrease in total assets was due to decrease in cash. As at November 30, 2017, our current liabilities were $28,721.
Stockholders’ equity was $13,104 as of August 31, 2017 compared to stockholders’ equity of $5,308 as of November 30, 2017.
Cash Flows from Operating Activities
For the three-months period ended November 30, 2017, net cash flows used in operating activities was $5,120 consisting of net loss of $6,096 and increase in depreciation expenses of $976.
Cash Flows from Investing Activities
For the three-months period ended November 30, 2017 cash flows used in investing activities was $0.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the three-months period ended November 30, 2017 was $0.
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 by related party and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business;business and (iii)(ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
As at May 31, 2019, our working capital deficit was $22,550 as compared with a working capital deficit of $29,550 as at August 31, 2018. The decrease for the current period is due to the forgiveness of related party debt by the Company’s former sole officer, director and controlling shareholder.
As at May 31, 2019, we had related party loans of $22,550, as compared with $32,379 as at August 31, 2018.
Cash and cash equivalents at May 31, 2019 was $0 compared with $17,439 at August 31, 2018.
There were 6,340,000 shares of common stock issued and outstanding as of May 31, 2019 and August 31, 2018, respectively.
The Company has net cash used in operating activities of $33,089 for the nine months ended May 31, 2019 which resulted from related party debt forgiven of $35,236 due to change of control.
The Company has generated net cash provided by financing activities of $15,650 for the nine months ended May 31, 2019 as the Company received net proceeds from related party advances.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the
foreseeable future. The Company currently has no assets, no business or recurring income which raises substantial doubt about its ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company’s ability to merger with or acquire profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.
OFF-BALANCE SHEET ARRANGEMENTSARANGEMENTS
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.
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GOING CONCERN
The independent auditors' report accompanying our August 31, 2016 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.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company iswe are not required to provide information required by this Item.
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 4. CONTROLS AND PROCEDURES
Disclosure ControlsOur management is responsible for establishing and Procedures
Ourmaintaining a system of disclosure controls and procedures are(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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms offorms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the Securitiesreports that it files or submits under the Exchange Act is accumulated and Exchange Commission. Ourcommunicated 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 accounting officer have reviewedwith the participation of our management of the effectiveness of our “disclosure controlsthe design and procedures” (as defined in the Securities Exchange Actoperation of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that theour disclosure controls and procedures areas of May 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that material information relatingrequired to be disclosed in the Companyreports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in a timely manner.
ChangesSEC rules and forms. Management also confirmed that there was no change in Internal Controls over Financial Reporting
There have been no changes in the Company'sour internal control over financial reporting during the last quarterlynine months period covered by this reportended May 31, 2019 that havehas materially affected, or areis reasonably likely to materially affect, the Company'sour internal control over financial reporting.
PART II. | OTHER INFORMATION |
PART II. OTHER INFORMATION
Management is not awareWe know of anyno material, existing or pending legal proceedings contemplated byagainst our Company, nor are we involved as a plaintiff in any governmental authoritymaterial proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any otherregistered or beneficial shareholder, is an adverse party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i)has a partymaterial interest adverse to us in any legal proceeding, or (ii) has an adverse interestour interest.
ITEM 1A. | RISK FACTORS |
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required 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.provide information required by this Item.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No equity securities were sold during the three-month period ended November 30, 2017.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the three-month period ended November 30, 2017.
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ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 5. OTHER INFORMATIONNone
None.
ITEM 6. | EXHIBITS |
ITEM 6. EXHIBITSThe following exhibits are included as part of this report by reference:
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 | |
32.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
32.2 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
.
SIGNATURES
Pursuant to the requirements of the 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.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 Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: July 10, 2019
Cannis Inc.
/s/ Eu Boon Ching
Eu Boon Ching
14 |PageChief Executive Officer and
Chief Financial officer
(Principal Executive, Financial
and Accounting Officer)