Ankam, Inc 10-K for FY2023
Ankam, Inc. (ANKM)
About this 10-K
Ankam, Inc filed this 10-K on February 28, 2024, covering the fiscal year ended November 30, 2023 (FY2023).
Headline figures
Fiscal year ended November 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $27.17K
- up 1443.9% from $1760 a year earlier
- Net loss
- $279.16K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7370 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) | ||||
Bakur Kalichava + | ||||||
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office) | ||||||
|
Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/a | N/a | N/a | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None | ||||
| (Title of Class) | ||||
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [ ]
Indicate by check mark whether the 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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| [X] | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | [ | |
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 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
The aggregate market value of the shares Ankam Inc. common stock held by non-affiliates of the registrant as of of the last business
day of the registrant’s fiscal year November 30, 2023 was $
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of February 28, 2024.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business. | 3 |
| Item 1A. | Risk Factors. | 4 |
| Item 1B. | Unresolved Staff Comments. | 4 |
| Item 2. | Properties. | 4 |
| Item 3. | Legal Proceedings. | 4 |
| Item 4. | Mine Safety Disclosures. | 5 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 5 |
| Item 6. | Selected Financial Data. | 5 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 6 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 9 |
| Item 8. | Financial Statements and Supplementary Data. | 9 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 23 |
| Item 9A (T). | Controls and Procedures. | 23 |
| Item 9B. | Other Information. | 24 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 24 |
| Item 11. | Executive Compensation. | 26 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 27 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 27 |
| Item 14. | Principal Accounting Fees and Services. | 28 |
| PART IV | ||
| Item 15. | Exhibits. | 28 |
| Item 16. | Form 10–K Summary. | 28 |
| Signatures | 29 | |
PART I
Item 1. Business.
Business Strategy
Ankam, Inc. (the “Company”) was incorporated in August 2018 under the laws of the State of Nevada. Ankam, Inc. operates as a technology company specializing in the development of two mobile applications.
The Company’s business lies in possessing and developing Expense Minder, a proprietary product designed to streamline and manage expense reporting for users. The Company conceptualizes and is constructing an application that facilitates a user’s expense management. Our focus extends to designing and developing a mobile application designed to streamline and automate the tracking, and submission of user's expenses. The application will feature categorization of expenses, saving goals, bill reminders, and customizable categories.
On November 30, 2023 the Company completed the transfer of all operations associated with the business of MoneySaverApp to its wholly-owned subsidiary, Ankam LLC (the “LLC”). The assets transferred included 100% of the ownership interests of MoneySaverApp and all operations associated with the MoneySaverApp.
MoneySaver App is an application created to aggregate various discount cards on a mobile device. The primary advantage of MoneySaverApp lies in providing users with easy access to discounts at any moment and from anywhere. The app simplifies the use of discount cards, allowing users to share them and discover new discounts. The LLC, with its primary focus on MoneySaverApp, aims to enhance the application, offering users instant and convenient access to a diverse array of discounts, prioritizing ease of use, and elevating the overall user experience.
The application is currently available on the Apple Store. The Company has been actively working on improving the application and developing additional features.
On October 27, 2023, the Company entered into an IT Product Sale Agreement with Edwina Bloomer Ltd., a limited company registered and operating under the laws of the United Kingdom. The objective of the Agreement was for the Company to facilitate the sale of a cryptocurrency wallet website and application. The Agreement comprehensively outlines the purchase price, payment terms, closing conditions, and other material aspects of the transaction, detailing the terms and considerations related to the sale, transfer, and delivery of the cryptocurrency wallet website and application. As a result of this transaction, the Company successfully sold the cryptocurrency wallet website and application.
On November 6, 2023, Bakur Kalichava, being the sole member of the Board of Directors, appointed Enrike Bokuchava to a Director of the Company. The Company and Mr. Bokuchava entered into an Independent Contractor Agreement pursuant to which Mr. Bokuchava was retained as an Independent Director of the Company, effective November 6, 2023.
From 2019 through April 2023, Mr. Bokuchava served as the Software Developer and DevOps Engineer, writing and optimizing code for web and mobile applications and ensuring infrastructure scalability and reliability at DataHouse, Tbilisi. In June 2022, Mr. Bokuchava completed a Degree of Business Administration at Caucasus University. Currently, Mr. Bokuchava is receiving Business Analyst certification.
Bakur Kalichava continues to serve as the Company’s President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.
3
Marketing
The Company aims to build awareness and generate interest in Expense Minder and MoneySaverApp among potential users. Digital marketing strategies will be employed to enhance online visibility, utilizing targeted campaigns and partnerships to create anticipation for the applications. App store optimization efforts will focus on maximizing visibility and credibility within the online marketplace. As the user base grows, cross-promotion between the applications will be employed to capitalize on synergies and foster internal user engagement. This marketing approach aligns with Ankam, Inc.'s commitment to innovation and user-centric solutions, laying the groundwork for future client acquisition and sustained growth.
Advertising
Ankam, Inc. envisions a future where strategic advertising initiatives play a significant role in establishing a robust market presence for its mobile applications, Expense Minder and MoneySaverApp. As the Company proceeds to develop these products, the focus on targeted online and potential offline advertising channels will be integral to creating brand awareness and driving interest. This forward-looking advertising strategy aims to position Ankam, Inc.'s applications effectively in the competitive landscape, paving the way for future user acquisition and sustained success. It is important to note that the implementation of these advertising initiatives will be contingent upon the availability of funds, and as more funds become available, the advertising budget will increase in a commensurate manner.
Employees
The Company’s Board Members include: Bakur Kalichava, President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary; and Enrike Bokuchava, Independent Director. Please refer to Item 11 for more details.
Description of Property
Our current office space is located at Besiki Business Center, Besiki 4, corner with Rustavelli Ave., Tbilisi, Georgia. The premises are provided to us by our President, Bakur Kalichava, for no consideration and is a ‘home office’. We believe these facilities are in good condition, but that we may need to expand our space as our research and development efforts increase.
Item 1A. Risk Factors.
Not applicable for smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable for smaller reporting companies.
Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings.
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
4
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The common shares of the Company are listed on OTC Markets under the ticker symbol of ANKM.
Number of Holders
As of November 30, 2023, the 4,327,996 issued and outstanding shares of common stock were held by a total of 53 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended November 30, 2023 and 2022.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
None.
Item 6. Selected Financial Data.
Not applicable for smaller reporting companies.
5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Statements made in this Form 10-K 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.
RESULTS OF OPERATIONS
Years ended November 30, 2023 compared to November 30, 2022
Revenues
During the years ended November 30, 2023 and 2022, we have generated total revenue of $27,173 and $1,760, respectively. For the year ended November 30, 2023, the revenue was received from the sale of Company's subscriptions.
In September 2022, the Company began selling its services, which caused an increase in revenue for the year ended November 30, 2023 compared to the year ended November 30, 2022.
Operating Expenses
Total operating expenses for the years ended November 30, 2023 were $325,220 compared to $57,051 for the year ended November 30, 2022. Our operating expenses consisted of general and administrative costs of $390 (November 30, 2022 - $1,051), director fee of $72,000 (November 30, 2022 - $12,000), professional fees of $48,656 (November 30, 2022 - $17,200), server expense of $179,230 (November 30, 2022 - $13,555) and amortization of $24,944 (November 30, 2022 - $13,245). Expenses increased in the year ended November 30, 2023 primarily due to the server expense and professional expenses. Server expense increased due to the fact that the servers were rented only in November 2022 and the rental period in the fiscal year 2022 was less than one month, while in the fiscal year 2023 the server rental period was almost twelve months. Professional expenses increased due to DTC advisory fees and transfer agent fees.
Other Income (Expenses)
Total other income for the years ended November 30, 2023 and 2022 was $18,890 and $0, respectively. The other income included the gain on sale of assets related to the cryptocurrency wallet.
6
Net Losses
The net loss for the year ended November 30, 2023, was $279,157, compared to $55,291 for the year ended November 30, 2022, due to the factors discussed above.
Liquidity and Capital Resources
As of November 30, 2023, our total assets were $108,323, which comprised of cash of $286, accounts receivable of $21,390, prepaid expenses of $15,847, right-of-use asset of $48,643 and capitalized software costs of $22,157. Our total liabilities were $433,626, which comprised of advances from our director of $292,026, deferred revenue of $12,700, lease liability of $44,900 and accounts payable and accrued expenses of $84,000.
As of November 30, 2022, our total assets were $446,030, which comprised of cash of $2,277, accounts receivable of $4,800, project in process of $198,710, right-of-use asset of $169,752 and capitalized software costs $70,491. Our total liabilities were $492,176, which comprised of advances from our director of $215,017, deferred revenue of $4,000, lease liability of $149,660 and accounts payable and accrued expenses of $123,499.
Stockholders’ deficit has increased from $46,146 as of November 30, 2022 to $325,303 as of November 30, 2023.
The Company has accumulated a deficit of $360,893 as of November 30, 2023, compared to $81,736 as of November 30, 2022, and further losses are anticipated in the development of its business.
During the year ended November 30, 2023, the Company used $320,390 of cash in operating activities due to its net loss of $279,157, increase in amortization expense of $24,944, increase in gain on sale of asset of $18,890, increase in accounts receivable of $16,348, increase in prepaid expenses of $15,847, increase in right-of-use asset/liability, net of $15,959, decrease in accounts payable of $39,499 and increase in deferred revenue of $8,700.
Net cash flows provided by investing activities for the year ended November 30, 2023 were $241,390 due to the proceeds from the sale of assets.
Net cash flows provided by financing activities for the year ended November 30, 2023, were $77,009 due to proceeds from the related party loan.
Critical Accounting Policies and Significant Judgments and Estimates
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
7
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. The Company does not apply discounts.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions.
Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole.
As of November 30, 2023 and 2022, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.
Capitalized Software Costs
The Company capitalizes the application development phase costs of internal use software in accordance with Accounting Standards Codification (“ASC”) 350-40, “Intangibles-Goodwill and Other-Internal Use Software”. Capitalized costs will be amortized on a straight-line basis over the estimated useful life of the asset upon completion.
8
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets”. ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
As of November 30, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
9
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
ANKAM, INC.
NOVEMBER 30, 2023
| Page | ||
| Report of Independent Registered Public Accounting Firm | 11 | |
| Consolidated Balance Sheets as of November 30, 2023 and 2022 | 12 | |
| Consolidated Statements of Operations for the years ended November 30, 2023 and 2022 | 13 | |
| Consolidated Statements of Stockholders’ Deficit as of November 30, 2023 and 2022 | 14 | |
| Consolidated Statements of Cash Flows for the years ended November 30, 2023 and 2022 | 15 | |
| Notes to the Consolidated Financial Statements | 16 |
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Ankam, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ankam, Inc. (the Company) as of November 30, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended November 30, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has incurred net losses and negative cash flow from operations since inception, and has not completed its efforts to establish a stabilized source of revenues to cover operating costs over an extended period of time. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
| We have served as the Company’s auditor since 2021. | |
|
PCAOB Firm ID# | |
| February 28, 2024 | |
11
ANKAM, INC.
CONSOLIDATED BALANCE SHEETS
|
November 30, 2023 |
November 30, 2022 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS: | |||||||
| Cash | $ | $ | |||||
| Accounts receivable | |||||||
| Prepaid expenses | |
||||||
| Right-of-use asset, net | |||||||
| Total current assets | |||||||
| Project in process | |||||||
| Capitalized software costs, net | |||||||
| TOTAL ASSETS | $ | $ | |||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
| CURRENT LIABILITIES: | |||||||
| Accounts payable and accrued expenses | $ | $ | |||||
| Deferred revenue | |||||||
| Related party loan | |||||||
| Lease liability | |||||||
| Total current liabilities | |||||||
| Total liabilities | |||||||
| Commitments and contingencies (Note 8) | |||||||
| STOCKHOLDERS’ DEFICIT: | |||||||
| Common stock: $ par value, shares authorized, shares issued and outstanding | |||||||
| Additional paid in capital | |||||||
| Accumulated deficit | ( |
( |
|||||
| Total stockholders’ deficit | ( |
( |
|||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
12
ANKAM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For year ended November 30, 2023 | For year ended November 30, 2022 | ||||||
| REVENUE | $ | $ | |||||
| EXPENSES: | |||||||
| General and administrative expenses | |||||||
| Director fee | |||||||
| Professional fees | |||||||
| Server expense | |||||||
| Amortization | |||||||
| Total expenses | |||||||
| LOSS FROM OPERATIONS | ( |
( |
|||||
| OTHER INCOME (EXPENSES): | |||||||
| Gain on sale of asset | |||||||
| Loss before income taxes | ( |
( |
|||||
| Provision for income taxes | |||||||
| NET LOSS | $ | ( |
$ | ( |
|||
| Net loss per common share - basic | $ | ( |
$ | ( |
|||
| Weighted average number of common shares outstanding - basic and diluted |
The accompanying notes are an integral part of these consolidated financial statements.
13
ANKAM, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Common Stock | Additional Paid-in Capital | Accumulated Dificit | Total Stockholders’ Deficit | |||||||||||||||
| Shares | Amount | |||||||||||||||||
| Balance as of November 30, 2021 | |
$ | $ | $ | ( |
$ | ( |
|||||||||||
| Common stock issued for cash | ||||||||||||||||||
| Net loss | - | ( |
( |
|||||||||||||||
| Balance as of November 30, 2022 | |
$ | $ | $ | ( |
$ | ( |
|||||||||||
| Net loss | - | ( |
( |
|||||||||||||||
| Balance as of November 30, 2023 | |
$ | $ | $ | ( |
$ | ( |
|||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
14
ANKAM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
For year ended November 30, 2023 | For year ended November 30, 2022 | |||||
| Cash Flows from Operating Activities: | |||||||
| Net loss | $ | ( |
$ | ( |
|||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
| Amortization expense | |||||||
| Gain on sale of asset | ( |
||||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable | ( |
( |
|||||
| Prepaid expenses | ( |
||||||
| Right-of-use asset/liability, net | ( |
||||||
| Project in process | ( |
||||||
| Accounts payable and accrued expenses | ( |
||||||
| Deferred revenue | |||||||
| Net cash used in operating activities | ( |
( |
|||||
| Cash Flow from Investing Activities: | |||||||
| Capitalized software costs | ( |
||||||
| Proceeds from sale of asset | |||||||
| Net cash provided by (used in) investing activities | ( |
||||||
| Cash Flows from Financing Activities: | |||||||
| Proceeds from the issuance of common stock | |||||||
| Related party activity, net | |||||||
| Net cash provided by financing activities | |||||||
| NET CHANGE IN CASH | ( |
||||||
| CASH AT BEGINNING OF THE PERIOD | |||||||
| CASH AT THE END OF THE PERIOD | $ | $ | |||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||
| Cash paid for interest | $ | $ | |||||
| Cash paid for income taxes | $ | $ | |||||
| NON-CASH INVESTING AND FINANCING ACTIVITY: | |||||||
| Operating lease liability and right of use asset | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
15
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Ankam, Inc. (the “Company”) was incorporated in August 2018 under the laws of the State of Nevada. The Company’s business lies in possessing and developing Expense Minder, a proprietary product designed to streamline and manage expense reporting for users. The Company is constructing an application that facilitates a user’s expense management.
On November 29, 2023, Ankam, Inc. entered into a material definitive agreement by establishing a wholly-owned subsidiary, Ankam LLC. Ankam LLC was organized in Wyoming and is authorized to engage in any legal act. On November 30, 2023, the Company completed the transfer of all operations associated with the business of MoneySaverApp to its wholly-owned subsidiary, Ankam LLC. The assets transferred included 100% of the ownership interests of MoneySaverApp and all operations associated with the MoneySaverApp.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the years ended November 30, 2023 and 2022.
Basis of Consolidation
The consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiary. The financial statements of its subsidiary is included in the consolidated financial statements from the date that control commences until the date that control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.
All transactions and balances between the Company and its subsidiaries are eliminated on consolidation.
Reclassification
Certain prior year amounts have been reclassified to conform to the fiscal 2023 presentation. The reclassification had no impact on total operating expenses, net loss or total equity.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
16
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
Revenue Recognition
The Company offers a newsletter subscription, which contains the most significant news in the cryptocurrency market. In most cases identified articles show price changes, experts’ opinions, technical information that can be used to understand the market and make decisions in this area.
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company recognizes revenue when the customer obtains control of the good or service through the Company satisfying a performance obligation by transferring the promised good or service to the customer. The revenue is recognized on a straight-line basis from the date the subscription is sold.
The Company collects payment from customers before the service is provided. When deposits are collected before the service is provided, the Company recognizes deferred revenue.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions.
As of November 30, 2023 and 2022, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.
Capitalized Software Costs
The Company capitalizes the application development phase costs of internal use software in accordance with Accounting Standards Codification (“ASC”) 350-40, “Intangibles-Goodwill and Other-Internal Use Software”. Capitalized costs will be amortized on a straight-line basis over the estimated useful life of the asset upon completion.
17
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets”. ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. There were no dilutive securities as of November 30, 2023 and 2022.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
18
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
Lease
ASC 842, "Leases", requires that lessees recognize right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the consolidated statements of operations.
ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statements of operations and cash flows. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.
As permitted under the new guidance, the Company has made an accounting policy election to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months).
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
NOTE 3 – GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As a development-stage company, the Company had limited revenues and incurred losses as of as of November 30, 2023. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs beyond the next 12 months.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
19
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
NOTE 4 – RIGHT-OF-USE ASSET
Operating lease right of use assets and liabilities are recognized at the present value of future lease payments at the lease commencement date. The interest rate used to determine the present value is the incremental borrowing rate, estimated to be 10%, as the interest rate implicit on the lease is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term.
The Company entered into a lease in November 2022
for a period of one year to rent servers on which the web-version of the crypto wallet is actually running and on which the web wallet
and app code are being developed. The monthly rental amount is $14,966. The Company entered into a new lease in October 2023, to commence
on November 11, 2023, for a period of one year. The monthly rental amount is $4,473. On November 11, 2023, the Company recorded a right
of use asset and lease liability of $
During the years ended November 30, 2023 and 2022, the Company recorded $53,144 and $13,555 as server rental expenses.
Right-of-use assets are summarized below:
| November 30, 2023 | November 30, 2022 | ||||
| Server rental | $ | 51,052 | $ | 179,592 | |
| Less: accumulated amortization | (2,409) | (9,840) | |||
| Right-of-use, net | $ | 48,643 | $ | 169,752 |
Operating lease liabilities are summarized below:
| November 30, 2023 | November 30, 2022 | ||||
| Server rental | $ | 44,900 | $ | 149,660 | |
| Less: current portion | 44,900 | 149,660 | |||
| Long term portion | $ | - | $ | - |
NOTE 5 – PROJECT IN PROGRESS
During the fiscal year 2022, the Company was developing and implementing a cryptocurrency wallet project. The initial estimated cost of the project was $255,800, of which $77,000 had been completed and capitalized as of November 30, 2022, as shown in Note 6. The Company has divested the cryptocurrency wallet in October 2023 due to unforeseen higher costs and resource demands than initially anticipated. The cryptocurrency wallet was sold for $241,390 in October 2023. The gain on the sale of the wallet was $18,890. Therefore, the Сompany decided to focus on the development of a new project. Commencing from September 2023, the Company has initiated the development of a new expense planner mobile application "Expense Minder". The Expense Minder will serve as a user-friendly mobile application, designed to empower individuals in the effective management of their finances.
20
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
The Company is developing the MoneySaver App. The estimated cost of the project is $26,645, of which $26,645 and $6,735 has been completed and capitalized as of November 30, 2023 and 2022, as shown in Note 6. On November 30, 2023, Ankam, Inc. completed the transfer of certain assets of the Company to its wholly-owned subsidiary, Ankam LLC. The assets transferred include 100% of the ownership interests of MoneySaverApp, an application created to aggregate various discount cards on mobile device.
NOTE 6 – CAPITALIZED SOFTWARE
| Useful Life | As of November 30, 2023 | As of November 30, 2022 | |||
| Cryptocurrency Web Wallet + App | 3 years | $ | - | $ | 77,000 |
| MoneySaver Project | 3 years | 26,645 | 6,735 | ||
| Total capitalized software | 26,645 | 83,735 | |||
| Accumulated amortization | (4,488) | (13,244) | |||
| Balance | $ | 22,157 | $ | 70,491 | |
During the years ended November 30, 2023 and 2022, the Company recognized amortization expense in the amount of $24,944 and $13,245, respectively.
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company owed its sole director $
NOTE 8 – COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with Financial Accounting Standards Board (“FASB”) ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of November 30, 2023, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
NOTE 9 – INCOME TAXES
The components of the Company’s provision for federal income tax for the years ended November 30, 2023 and 2022 consists of the following:
|
November 30, 2023 |
November 30, 2022 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | $ | ||||||
| Less: valuation allowance | ( |
( |
||||||
| Net provision for federal income taxes | $ | $ | ||||||
21
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023 AND 2022
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
|
November 30, 2023 |
November 30, 2022 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( |
( |
||||||
| Net deferred tax asset | $ | $ | ||||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $360,893 as of November 30, 2023, for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to November 30, 2023, through the date when financial statements were issued, and has determined that the following material subsequent events to disclose in these consolidated financial statements:
Acquisition of Apex Intelligence LLC along with a currency converter service Apex
On January 3, 2024, Ankam, Inc. entered into an Acquisition Agreement for the acquisition of complete ownership of Apex Intelligence LLC, a Wyoming limited liability company, for total consideration of $158,040. The Company acquired ownership of Apex Intelligence LLC along with Apex converter and all codes, licenses, intellectual property rights, related documentation to enhance operational efficiency. The agreement is inclusive of the Apex, a currency converter service, along with all codes, licenses, intellectual property rights, related documentation and all activities related to the business of the Asset. The Agreement involves the acquisition of complete ownership interest of Apex Intelligence LLC, including the full acquisition of the Asset, developed and solely owned by Apex Intelligence LLC. The acquisition has been approved by the Company’s board of directors and is in compliance with all applicable regulatory requirements. The Company has issued the Convertible Promissory Note dated January 3, 2024, in the amount of $138,040 with an annual interest rate of 10%, due on January 3, 2025. The Company signed a Supplement to the Convertible Promissory Note dated January 9, 2024, establishing the conversion price at a per-share value of $0.60. The initial accounting of the acquisition is not yet complete.
22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A(T). Controls and Procedures.
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s 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 accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer at the time, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2023, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | The Company does not have an adequate internal control structure or adequate oversight over financial reporting – The Company has only one member of management whom is also the Company’s sole director, therefore the Company lacks adequate segregation of duties. Further, the Company currently has no Audit Committee. While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. Lastly, due to the minimal operations and small size of the Company we have not employed individuals that have the necessary accounting knowledge and expertise to ensure accurate financial reporting under US GAAP. |
| 2. | The Company lacks appropriate information technology controls – As of November 30, 2023, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2023, based on criteria established in Internal Control- Integrated Framework issued by COSO in 2013.
23
System of Internal Control over Financial Reporting
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.
-On November 30, 2023, under the supervision and with the participation of our management at the time, an evaluation was conducted of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the annual period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director is as follows:
| Name and Address of Executive Officer and/or Director | Age | Position |
|
Bakur Kalichava
|
30 |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
| Enrike Bokuchava | 22 | Independent Director |
24
Mr. Kalichava holds a Bachelor’s degree in Economics and Business in Ivane Javakhishvili Tbilisi State University. Prior to engaging as a Director of the Company, from 2019, Mr. Kalichava has been working with Geo Trade LTD, a Georgian company. The company's main activities include the development of specialized and heavy equipment imports in Georgia. At the same time, Mr. Kalichava commenced his career in operations management and software functional testing.
Bakur Kalichava serves on our Board of Directors as President, Treasurer, Secretary and Director since May 10, 2022.
From 2019 through April 2023, Mr. Bokuchava served as the Software Developer and DevOps Engineer, writing and optimizing code for web and mobile applications and ensuring infrastructure scalability and reliability at DataHouse, Tbilisi. In June 2022, Mr. Bokuchava completed a Degree of Business Administration at Caucasus University. Currently, Mr. Bokuchava is receiving a Business Analyst certification.
Enrike Bokuchava has been acting as the Independent Director of the Company since November 6, 2023.
FAMILY RELATIONSHIPS
There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer. None of our directors or executive officers have had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To our knowledge, during the last ten years, none of our directors and executive officers has:
| · | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| · | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
| · | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| · | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
| · | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
25
DIRECTOR INDEPENDENCE
The Board of Directors has determined that there are no “independent” directors as such term is defined in Section 5605(a)(2) of the Nasdaq listing rules, and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. The preceding disclosure respecting director independence is required under applicable SEC rules. The Board of Directors has determined that at least one member of the board, Mr. Kalichava, is an “audit committee financial expert” as that term is defined in Regulation S-K promulgated under the Securities Exchange Act of 1934. Mr. Kalichava is not an “independent” member of the board as described above. The Board of Directors has determined that director is able to read and understand fundamental financial statements.
BOARD AND COMMITTEE MATTERS
The Company does not have a standing nominating committee, compensation committee or audit committee. Instead, the entire Board of Directors shares the responsibility of identifying potential director-nominees to serve on the Board of Directors and performing the functions of an audit committee. The Board believes the engagement of directors in these functions is important at this time in the Company’s development in light of the Company’s recent activities.
COMMUNICATIONS WITH BOARD MEMBERS
Our board of directors has provided the following process for shareholders and interested parties to send communications to our board and/or individual directors. All communications should be addressed to Ankam, Inc., 5348 Vegas Drive, Las Vegas, Nevada, 89108. Communications to individual director may also be made at our company’s address.
Item 11. Executive Compensation.
MANAGEMENT COMPENSATION
The following table sets forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended November 30, 2023 and November 30, 2022:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||
|
Bakur Kalichava
President, Secretary and Treasurer |
2023 | 72,000 | -0- | -0- | -0- | -0- | -0- | -72,000- | |||||||||
| 2022 | 12,000 | -0- | -0- | -0- | -0- | -0- | -12,000- | ||||||||||
|
Enrike Bokuchava
Independent Director
|
2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
26
There is a current employment agreement between the Company and its Officer.
Mr. Kalichava currently devotes all of his time to manage the affairs of the Company. There is an employment agreement with Mr. Kalichava. Compensation for his services is contingent upon approval by the Board of Directors and may be adjusted periodically.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information relating to the beneficial ownership of our common stock as of February 28, 2024, by:
● each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock;
● each of our directors;
● each of our named executive officers; and
● all directors and executive officers as a group.
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage |
| Common Stock | Bakur Kalichava | 3,250,000 shares of common stock (direct) | 75.092% |
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.
(**) Percent of class is calculated on the basis of the number of fully diluted shares outstanding on November 30, 2023 (4,327,996).
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The Company’s sole director has advances in the amount of $292,026 due to him as of November 30, 2023.
27
Item 14. Principal Accounting Fees and Services.
The following is a summary of the fees billed to us by our independent auditors (Accell Audit & Compliance, P.A.) for professional services rendered related to the fiscal years ended November 30, 2023 and 2022:
| 2023 | 2022 | |||||||
| Audit Fees | $ | 17,500 | $ | 16,000 | ||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 17,500 | $ | 16,000 | ||||
(*) Fees for all services were pre-approved by the Board of Directors.
Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services in connection with registration statement filings and statutory and regulatory filings or engagements.
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.
All Other Fees. Consists of fees for products and services other than the services reported above.
PART IV
Item 15. Exhibits.
Item 16. Form 10-K Summary.
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ANKAM, INC. | ||
| Date: February 28, 2024 | By: | /s/ Bakur Kalichava |
|
Name: Bakur Kalichava Title: President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| By: | /s/ Enrike Bokuchava | |
|
Name: Enrike Bokuchava Title: Independent Director |
29
Exhibit 31.1
Certification
I, Bakur Kalichava, certify that:
1. I have reviewed this Annual Report on Form 10-K of Ankam Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability o
f financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||
| ANKAM | ||
| Date: February 28, 2024 | By: | /s/ Bakur Kalichava |
Name: Bakur Kalichava Title: Title: President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)
| ||
Exhibit 32.1
CERTIFICATION
In connection with the Annual Report of Ankam Inc. (the “Company”) on Form 10-K for the fiscal year ended November 30, 2023 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Bakur Kalichava, Principal Executive, Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| ANKAM | ||
| Date: February 28, 2024 | By: | /s/ Bakur Kalichava |
Name: Bakur Kalichava Title: President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||