Gain Cities 10-Q 12 Feb 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Aug. 31, 2017	Feb. 12, 2018
Document and Entity Information:
Entity Registrant Name	GAIN CITIES LTD
Entity Trading Symbol	gcty
Document Type	10-Q
Document Period End Date	Aug. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,630,430
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		80,003
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Aug. 31, 2017	Nov. 30, 2016
CURRENT ASSETS:
Cash		$ 110
Prepaid expenses	2,500	10,000
Total Current Assets	2,500	10,110
Deferred offering costs
TOTAL ASSETS	2,500	10,110
CURRENT LIABILITIES:
Accounts payable	13,654	15,663
Loan – related party	28,788
Loan – nonrelated party	20,000
TOTAL LIABILITIES	62,442	15,663
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 80,000 shares issued and outstanding at August 31, 2017 and November 30, 2016	80	80
Additional paid in capital	24,843	24,843
Accumulated deficit	(84,865)	(30,476)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(59,942)	(5,553)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 2,500	$ 10,110

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 31, 2017	Nov. 30, 2016
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	80,000	80,000
Common Stock, shares outstanding	80,000	80,000

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016
Statements Of Operations
Product revenue
Expenses:
Consulting services and other	4,500	18,013	11,000	74,563
Accounting, audit and public company fees	7,000	5,345	42,499	18,150
Administration expense	500	2,312	890	8,040
Loss before provision for income tax	12,000	25,670	54,389	100,753
Provision for income tax
Net loss	$ (12,000)	$ (25,670)	$ (54,389)	$ (100,753)
Basic and diluted loss per share	$ (0.15)	$ (0.32)	$ (0.68)	$ (1.26)
Weighted average common shares outstanding - basic and diluted	80,000	80,000	80,000	80,000

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (54,389)	$ (100,753)
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in prepaid expense	7,500	7,668
Change in accounts payable	(2,009)	60,812
Net Cash (Used in) Operating Activities	(48,998)	(32,273)
CASH FLOW FROM INVESTING ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES:
Loan proceeds from related party	28,788	1,651
Loan repayments to nonrelated party		(500)
Loan proceeds from nonrelated parties	20,000	31,068
Net Cash Provided by Financing Activities	48,788	32,219
CHANGE IN CASH	(110)	(54)
CASH AT BEGINNING OF PERIOD	110	654
CASH AT END OF PERIOD		600
Cash paid for:
Interest
Income taxes

ORGANIZATION

ORGANIZATION	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 1 – ORGANIZATION	Gain Cities Limited (formerly known as Remove-By-You, Inc.) (the “Company”) was incorporated under the laws of the state of Nevada on November 25, 2014. The Company issued 30,000 shares of common stock to its founder at inception in exchange for organizational costs. Following its formation, the Company issued 10,000 shares of common stock to its founder, as consideration for the purchase of certain intangible assets for use in a proprietary tattoo removal business. Our founder paid approximately $1,000 for these assets. The acquisition was valued at $1,000. The Company’s product formulas and tattoo removal service uses a proprietary technology that enables the user to safely remove his or her tattoo with minimal effort and discomfort. The Company’s product formula along with the micro-needle device program we believe safely removes the ink and design and allows the body to heal naturally without scarring. On October 13, 2016, the Company experienced a change in control (the “Control Change”). With the Control Change certain liabilities of the Company were forgiven and/or paid for on our behalf by our founder. Total liabilities at the time approximated $165,000 which included legal fees owed to our former legal counsel. The board of directors nominated Mr. James Oliver to the board on October 13, 2016. On October 18, 2016, the Company, reported on a Form 8-K that it had filed an Articles of Merger with the Nevada Secretary of State, whereby it entered into a statutory merger with its wholly-owned subsidiary, the effect being the Company changed its name from “Remove-By-You, Inc.” to “Gain Cities Limited” (the “Name Change”).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	a. Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting. The Company elected a November 30 th The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at August 31, 2017 the results of its operations and cash flows for the nine months ended August 31, 2017. The results of operations for the nine months ended August 31, 2017, are not necessarily indicative of the results to be expected for future quarters or even a full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended November 30, 2016. b. Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all liquid instruments with maturity of six months or less at the time of issuance to be cash equivalents. c. Stock-based Compensation The Company follows ASC 718-10, Stock Compensation d. Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. e. Earnings (Loss) per Share The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. f. Income Taxes Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or state income taxes. g. Revenue Recognition We will recognize revenues in accordance with ASC 605, Revenue Recognition h. Advertising Advertising is expensed in the period in which it is incurred. No advertising expense has been reported in the periods presented. i. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. j. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk and are carried at amortized costs which approximates the fair value. k. Recently Issued Accounting Pronouncements The Company implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 3 – GOING CONCERN	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $59,942 and an accumulated deficit of $84,865 at August 31, 2017. For the period ending August 31, 2017, the Company had not generated revenues and had no committed sources of capital or financing. Management anticipates the Company will attain profitable status and improve liquidity through continued business development and additional debt or equity investment in the Company. Management is pursuing sources of financing. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the financial statements. The financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence.

SHARE CAPITAL

SHARE CAPITAL	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 4 – SHARE CAPITAL	The Company is authorized to issue 100,000,000 shares of common stock ($0.001 par value) and 1,000,000 shares of preferred stock ($0.001 par value). On February 27, 2017 the shareholders of the Company approved a reverse stock split in the amount of one (1) share for every one hundred (100) shares issued and outstanding. The reverse stock split was approved and filed with the Secretary of State for Nevada, with an effective date of March 14, 2017. We reflected the reverse stock split as if it has been in existence the entire time. Upon inception the Company issued 30,000 shares of its common stock to its founder for organizational services. These services were valued at $3,000. Following formation, the Company issued 10,000 shares of common stock to its founder as consideration for the purchase of certain intangible assets. Our founder incurred approximately $1,000 in costs and or payments to develop and refine the tattoo removal process utilizing the product formula and micro-needle devices. The acquisition of the intangible assets was valued at $1,000. On June 24, 2015 the Company completed its offering pursuant to a registration statement filed on Form S-1. The Company issued 40,000 shares of its common stock to 26 investors. The investors paid $1.00 per share for a total investment of $40,000. In connection with the Control Change (see Note 1 – Organization), our founder settled certain outstanding debts of the Company. This resulted in debt forgiveness recognized as a one-time increase to additional paid in capital of $4,500. As part of the reverse stock split the Company adjusted additional paid in capital by the change in number of shares outstanding multiplied by par value. The Company recognized an increase of $7,920 in additional paid in capital. At August 31, 2017, there were 80,000 shares of common stock issued and outstanding. There are no shares of preferred stock issued or outstanding.

LOAN - RELATED PARTY

LOAN - RELATED PARTY	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 5 – LOAN - RELATED PARTY	For the nine months ending August 31, 2017 the Company received $28,788 in loan proceeds from Mr. James Oliver an officer and director of the Company. The related party loan with Mr. Oliver was entered into in order to pay for certain working capital expenses. This loan is unsecured and carried no interest rate or repayment terms at this time.

LOANS - NONRELATED PARTIES

LOANS - NONRELATED PARTIES	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 6 – LOANS - NONRELATED PARTIES	The Company with its Control Change our founder negotiated and guaranteed the forgiveness of certain debts. This occurred on or about October 13, 2016. For the nine months ending August 31, 2017 the Company received $20,000 in loan proceeds from nonrelated entity. The nonrelated party loan was entered into in order to pay for certain working capital expenses. This loan is unsecured and carried no interest rate or repayment terms at this time.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 7 – INCOME TAXES	As of August 31, 2017 and November 30, 2016, the Company had net operating loss carry forward of $84,865 and $30,476, respectively. This amount may be available to reduce future years’ taxable income. As of August 31, 2017 As of November 30, 2016 (unaudited) (audited) Deferred tax asset: Net operating tax carry-forward $ 29,702 $ 10,667 Other - - Gross deferred tax asset 29,702 10,667 Valuation allowance (29,702 ) (10,667 ) Net deferred tax asset $ - $ - Realization of deferred tax asset is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forward is expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. Reconciliation between statutory rate and the effective tax rate for the periods ended August 31, 2017 and November 30, 2016: Federal statutory rate (35.0 )% State taxes, net of federal benefit (0.00 )% Change in valuation allowance 35.0 % Effective tax rate 0.0 %

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Aug. 31, 2017
Notes to Financial Statements
NOTE 8 – SUBSEQUENT EVENTS	The Company evaluated all events that occurred after the balance sheet date of August 31, 2017 through the date these financial statements were issued. There are no reportable events.

SUMMARY OF SIGNIFICANT ACCOUN14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Aug. 31, 2017
Summary Of Significant Accounting Policies Policies
Basis of Accounting	The Company’s financial statements are prepared using the accrual method of accounting. The Company elected a November 30 th The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at August 31, 2017 the results of its operations and cash flows for the nine months ended August 31, 2017. The results of operations for the nine months ended August 31, 2017, are not necessarily indicative of the results to be expected for future quarters or even a full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended November 30, 2016.
Cash Equivalents	For purposes of the balance sheet and statement of cash flows, the Company considers all liquid instruments with maturity of six months or less at the time of issuance to be cash equivalents.
Stock-based Compensation	The Company follows ASC 718-10, Stock Compensation
Use of Estimates and Assumptions	Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Earnings (Loss) per Share	The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Income Taxes	Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or state income taxes.
Revenue Recognition	We will recognize revenues in accordance with ASC 605, Revenue Recognition
Advertising	Advertising is expensed in the period in which it is incurred. No advertising expense has been reported in the periods presented.
Intangible Assets	Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.
Fair Value of Financial Instruments	ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk and are carried at amortized costs which approximates the fair value.
Recently Issued Accounting Pronouncements	The Company implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

INCOME TAX (Tables)

INCOME TAX (Tables)	9 Months Ended
	Aug. 31, 2017
Income Tax Tables
Schedule of Income Tax Benefit	As of August 31, 2017 As of November 30, 2016 (unaudited) (audited) Deferred tax asset: Net operating tax carry-forward $ 29,702 $ 10,667 Other - - Gross deferred tax asset 29,702 10,667 Valuation allowance (29,702 ) (10,667 ) Net deferred tax asset $ - $ -
Reconciliation between statutory rate and the effective tax rate	Federal statutory rate (35.0 )% State taxes, net of federal benefit (0.00 )% Change in valuation allowance 35.0 % Effective tax rate 0.0 %

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)	9 Months Ended
	Aug. 31, 2017USD ($)shares
Organization Details Narrative
State of incorporation	Nevada
Date of incorporation	Nov. 25, 2014
Shares of common stock to its founder at inception in exchange for organizational costs | shares	30,000
Shares of common stock issued to founder, as consideration for the purchase of a business plan along with several formulas and assorted selection of micro-needle devices for use | shares	10,000
Amount paid by founder for product formula	$ 1,000
Value of acquisition	1,000
Total liabilities	$ 62,442

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative)	Aug. 31, 2017USD ($)
Going Concern Details Narrative
Working capital Deficit	$ (59,942)
Accumulated deficit	$ (84,865)

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($)	1 Months Ended
	Feb. 27, 2017	Aug. 31, 2017	Jun. 24, 2015
Share Capital Details Narrative
Common Stock, par value		$ 0.001
Common Stock, shares authorized		100,000,000
Preferred stock, par value		$ 0.001
Preferred stock, shares authorized		1,000,000
Description of reverse stock split exchanged	One (1) share for every one hundred (100) shares issued and outstanding
Shares of common stock issued to incorporator (chief executive officer and president), for organization services		30,000
Value of the services and direct costs		$ 3,000
Shares of common stock issued to incorporator, as consideration for the purchase of a business plan along with several formulas and commercially available micro-needle devices		10,000
Cost incurred for product development		$ 1,000
Value of acquisition of the business plan along with the devices and product formula		$ 1,000
Issued shares of common stock to investors			40,000
Per share value of the shares issued to investors			$ 0.01
Value of combined investment made by investors			$ 40,000
Common Stock, shares issued		80,000
Common Stock, shares outstanding		80,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Change in additional paid in capital		$ 4,500
Increase Additional paid in capital		$ 7,920

LOAN - RELATED PARTY (Details N

LOAN - RELATED PARTY (Details Narrative) - USD ($)	9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Loan - Related Party Details Narrative
Loan proceeds from related party	$ 28,788	$ 1,651

LOAN - NONRELATED PARTY (Detail

LOAN - NONRELATED PARTY (Details Narrative) - USD ($)	9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Loan - Nonrelated Party Details Narrative
Loan proceeds from nonrelated parties	$ 20,000	$ 31,068

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Aug. 31, 2017	Nov. 30, 2016
Deferred tax asset:
Net operating tax carry-forward	$ 29,702	$ 10,667
Other
Gross deferred tax asset	29,702	10,667
Valuation allowance	(29,702)	(10,667)
Net deferred tax asset

INCOME TAXES (Details 1)

INCOME TAXES (Details 1)	9 Months Ended
	Aug. 31, 2017
Income Taxes Details 1
Federal statutory rate	(35.00%)
State taxes, net of federal benefit	0.00%
Change in valuation allowance	35.00%
Effective tax rate	0.00%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	Aug. 31, 2017	Nov. 30, 2016
Income Taxes Details Narrative
Net operating loss carry forward	$ 84,865	$ 30,476