| SUBSEQUENT EVENTS | In accordance with ASC 855-10 management has performed an evaluation of subsequent events from September 30, 2019 through the date the financial statements were issued, and did not have any material recognizable subsequent events. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: - Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the dispositions of the assets of the Company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and the board of directors of the Company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or because of declines in the degree of compliance with the policies or procedures. Our management, with the participation of the Principal Executive and Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2019. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework 2013. Our management has concluded that, as of September 30, 2019, internal controls over financial reporting are not effective due to weakness discussed above. Management's report was not subject to attestation by the Company's independent registered public accounting firm since the Company is classified as a smaller reporting company. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Name and Address of Executive Officer and/or Director Age Position Anatolii Antontcev 21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320 33 President, Treasurer and Director (Principal Executive, Financial and Accounting Officer) Aleksandr Zausayev 21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320 33 Secretary Anatolii Antontcev has acted as our President, Treasurer and Director since we incorporated on March 20, 2016. Mr. Antontcev graduated from Bangkok University in 2010 as Master of Management. Since 2010 till 2013 he worked as a chief of visa department in Greentour Express, LLC (Bangkok, Thailand). Since 2013 till 2016 he worked as the vice director in “Union Visa Berue” (Thailand). Aleksandr Zausayev has acted as our Secretary since we incorporated on March 20, 2016. Mr. Zausayev graduated from Bangkok University in 2010 as Master of Management. Since 2010 till 2014 he worked as a business consultant in Sava Chu Ing, LLC (Bangkok, Thailand). Since 2014 till 2016 he worked as the visa consultant in “Union Visa Berue” (Thailand). During the past ten years, Mr. Antontcev and Mr. Zausayev have not been the subject to any of the following events: 1. Any bankruptcy petition filed by or against any business of which Mr. Antontcev and Mr. Zausayev were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Antontcev's and Mr. Zausayev's involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. AUDIT COMMITTEE We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted. SIGNIFICANT EMPLOYEES Other than our director and secretary, we do not expect any other individuals to make a significant contribution to our business. ITEM 11. EXECUTIVE COMPENSATION The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on March 20, 2016 until September 30, 2018 and for the year ended September 30, 2019: Summary Compensation Table Name and Principal Position Period Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) All Other Compensation ($) Total ($) Anatolii Antontcev, President, Treasurer, Director Aleksandr Zausayev, Secretary October 1, 2017 to September 30, 2018 -0- -0- -0- -0- -0- -0- -0- -0- October 1, 2018 to September 30, 2019 -0- -0- -0- -0- -0- -0- -0- -0- October 1, 2017 to September 30, 2018 -0- -0- -0- -0- -0- -0- -0- -0- October 1, 2018 to September 30, 2019 -0- -0- -0- -0- -0- -0- -0- -0- There are no current employment agreements between the company and its officer. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. CHANGE OF CONTROL As of September 30, 2019, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of September 30, 2019 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of class Common Stock Aleksandr Zausayev 21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320 1,000,000 shares of common stock (direct) 9,49 Common Stock Anatolii Antontcev 21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320 7,000,000 shares of common stock (direct) 66.47 The percent of class is based on 10,530,000 shares of common stock issued and outstanding as of the date of this annual report. ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE On September 12, 2016, the Company issued of 1,000,000 shares of restricted common stock to Aleksandr Zausayev, our secretary in consideration of $1,000. On December 27, 2016, the Company issued 7,000,000 shares of common stocks to our president and director, Mr. Antontcev, at a price of $0.001 per share, for net proceeds of $7,000. Our president and director, Mr. Antontcev, has advanced funds to us. As of September 30, 2019, Mr. Antontcev has advanced to us $2,600. There is no due date for the repayment of the funds advanced by Mr. Antontcev. Mr. Antontcev will be repaid from revenues of operations if and when we generate revenues to pay the obligation. The obligation to Mr. Antontcev does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Antontcev or the repayment of the funds to Mr. Antontcev. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS CPA's”) for the audit of the Company's annual financial statements for the fiscal years ended September 30, 2019 and 2018 and fees billed for other services rendered by PLS CPA's during those periods. All services reflected in the following fee table for 2019 and 2018 were pre-approved, respectively, in accordance with the policy of the Board. September 30, 2019 September 30, 2018 Audit fees (1) $ 11,400 $ 10,500 Audit-related fees 0 0 Tax fees 0 0 All other fees 0 0 Total Fees $ 11,500 $ 10,500 Notes: Audit fees consist of audit and review services, consent and review of various documents filed with the SEC for fiscal years ended September 30, 2019 and 2018. In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company's independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following exhibits are filed as part of this Annual Report. Exhibits: 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 101.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 caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KRIPTECH INTERNATIONAL CORP. Dated: December 6, 2019 By: /s/ Anatolii Antontcev Anatolii Antontcev, President and Chief Executive Officer and Chief Financial Officer |
