GDLG 10-Q
Glidelogic Corp. (GDLG)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Registration No.
(Exact name of registrant as specified in its charter)
| |
7371 | |
| State or Other Jurisdiction of | IRS Employer | Primary Standard Industrial |
| Incorporation or Organization | Identification Number | Classification Code Number |
Tel. (
Email:
(Address and telephone number of principal executive offices)
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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 | ( | |
| 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 ( )
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 December 15, 2022.
GLIDELOGIC CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Balance Sheets as of October 31, 2022 (Unaudited) and January 31, 2022 | 4 | |
| Statements of Operations for the three and nine months ended October 31, 2022 and 2021 (Unaudited) | 5 | |
| Statements of Changes in Stockholders’ Equity for the three months and nine months ended October 31, 2022 and 2021 (Unaudited) | 6 | |
| Statements of Cash Flows for the nine months ended October 31, 2022 and 2021 (Unaudited) | 7 | |
| Notes to the Unaudited Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 4. | Controls and Procedures | 15 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 16 |
| Item 1A | Risk Factors | 16 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
| Item 3. | Defaults Upon Senior Securities | 16 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 16 |
| Item 5. | Other Information | 16 |
| Item 6. | Exhibits | 16 |
| Signatures | 16 | |
2
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Glidelogic Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
3
GLIDELOGIC CORP.
BALANCE SHEETS
As at October 31, 2022 (Unaudited) and January 31, 2022 (Audited)
|
October 31, 2022 (Unaudited) |
January 31, 2022 (Audited) | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash and Cash Equivalents | $ | $ | ||
| Total Current Assets | ||||
| Fixed Assets | ||||
| Equipment, Website, net | ||||
| Total Fixed Assets | ||||
| Total Assets | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current Liabilities | ||||
| Account Payable | $ | $ | ||
| Loan | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| Commitments and Contingencies | ||||
| Stockholders’ Equity | ||||
| Common stock, par value $; shares authorized, shares issued and outstanding as of October 31, 2022 and shares issued and outstanding as of January 31, 2022 |
|
| ||
| Additional Paid in Capital | ||||
| Accumulated income/deficit | ( |
( | ||
| Total Stockholders’ Equity | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ |
See accompanying notes, which are an integral part of these financial statements
4
GLIDELOGIC CORP.
STATEMENTS OF OPERATIONS
For the three and nine months ended October 31, 2022 and 2021 (Unaudited).
|
Three months ended October 31, 2022 |
Three months ended October 31, 2021 |
Nine months ended October 31, 2022 |
Nine months ended October 31, 2021 | |||||
| REVENUES | $ | $ | $ | $ | ||||
| Cost of goods | ||||||||
| Gross Profit | ||||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | ( |
( |
( |
( | ||||
| TOTAL OPERATING EXPENSES | ( |
( |
( |
( | ||||
| NET LOSS/INCOME FROM OPERATIONS | ( |
( |
( |
|||||
| PROVISION FOR INCOME TAXES | ( | |||||||
| NET LOSS/INCOME | $ | ( |
$ | ( |
$ | ( |
$ | |
| NET INCOME PER SHARE: BASIC AND DILUTED | $ | ( |
$ | ( |
$ | ( |
$ | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
See accompanying notes, which are an integral part of these financial statements
5
GLIDELOGIC CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the three and nine months ended October 31, 2022 and 2021 (Unaudited)
| Common Stock |
Additional Paid-in Capital |
Accumulated Income | Total Stockholder’s Equity (Deficit) | ||||||
| Shares | Amount | ||||||||
| Balance, July 31, 2021 | $ | $ | $ | $ | |||||
| Issuance of common stock | 128,750 | $ | 129 | $ | 5,021 | $ | - | $ | 5,150 |
| Net loss for the three months ended October 31, 2021 | - | ( |
( | ||||||
| Balance, October 31, 2021 | 2,128,750 | $ | 2,129 | $ | 5,021 | $ | 7,816 | $ | 14,966 |
| Balance, July 31, 2022 | $ | $ | $ | ( |
$ | ||||
| Net loss for the three months ended October 31, 2022 | - | ( |
( | ||||||
| Balance, October 31, 2022 | 2,663,750 | $ | 2,664 | $ | 25,886 | $ | (12,731) | $ | 15,819 |
| Balance, January 31, 2021 | $ | $ | $ | ( |
$ | ||||
| Issuance of common stock | $ | $ | $ | $ | |||||
| Net loss for the nine months ended October 31, 2021 | - | ||||||||
| Balance, October 31, 2021 | $ | $ | $ | $ | |||||
| Balance, January 31, 2022 | $ | $ | $ | ( |
$ | ||||
| Net loss for the nine months ended October 31, 2022 | - | ( |
( | ||||||
| Balance, October 31, 2022 | $ | $ | $ | ( |
$ | ||||
See accompanying notes, which are an integral part of these financial statements
6
GLIDELOGIC CORP.
STATEMENTS OF CASH FLOWS
For the nine months ended October 31, 2022 and 2021 (Unaudited)
|
|
Nine months ended October 31, 2022 | Nine months ended October 31, 2021 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net income (loss ) | $ | ( |
$ | |
| Adjustments to reconcile net loss to net cash provided by operations: | ||||
| Depreciation Expense | ||||
| Accounts Receivable | ||||
| Deferred Tax Liability | ||||
| Accounts Payable | ( |
|||
| Cash Flows from Operating Activities | ( |
|||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Equipment | ( | |||
| Cash Flows from Investing Activities | ( | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Loan From Director | ||||
| Capital Stock | ||||
| CASH FLOWS from FINANCING ACTIVITIES | ||||
| NET CHANGE IN CASH | ( |
|||
| Cash, beginning of period | ||||
| Cash, end of period | $ | $ | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
| Interest paid | $ | $ | ||
| Income taxes paid | $ | $ |
See accompanying notes, which are an integral part of these financial statements
7
GLIDELOGIC CORP.
NOTES TO THE FINANCIAL STATEMENTS
As at October 31, 2022 (Unaudited)
1. ORGANIZATION AND NATURE OF BUSINESS
GLIDELOGIC CORP. (“the Company”) was incorporated in the State of Nevada on December 11, 2020. We are a software development company which is developing online platform and messenger. Packed with bunch of redundant security and privacy tools the application is striving to meet and surpass defense-grade security requirements by employing “true end-to-end” encryption technology. Company location is in Kyrgyzstan.
2. GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had $142,334 revenues for the nine months ended October 31, 2022. The Company currently has income but has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with GAAP and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2022 and not indicative of future results.
The Company’s year-end is January 31.
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. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
8
GLIDELOGIC CORP.
NOTES TO THE FINANCIAL STATEMENTS
As at October 31, 2022 (Unaudited)
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2022.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
As of October 31, 2022, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Fixed Assets
Equipment is stated at cost, net of accumulated depreciation. The cost of equipment and website is depreciated using the straight-line method over five and one years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment's useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. ASC 606 adoption is on February 1, 2018. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
GLIDELOGIC CORP. recognizes revenue in accordance with this core principle by applying the following steps:
Step 1: Identifying the contract(s) with the customer
Step 2: Identifying the performance obligation to satisfy the contract
Step 3: Determining the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Revenue recognition.
The Company’s revenues are recognized at a point-in-time as ownership of software (when it is approved by the customer) is transferred at a distinct point in time per the terms of a contract. The Company shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of the Company shall be limited to the total of all amounts paid by the customer for services under the contract.
The Company plans to collect payment from customers prior to transferring ownership of the software and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of the software the Company recognizes deferred revenue until the transfer is made.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective and thus not disclosed here, accounting pronouncements and we do not believe any of those pronouncements will have a material impact on the Company’s financial position, results of operations or cash flows.
9
GLIDELOGIC CORP.
NOTES TO THE FINANCIAL STATEMENTS
As at October 31, 2022 (Unaudited)
The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of October 31, 2022 there were no potentially dilutive debt or equity instruments issued or outstanding.
4. FIXED ASSETS
| Equipment | Website | Total | ||
| Cost | ||||
| As at January 31, 2022 | $ | 2,100 | 4,500 | 6,600 |
| Additions | - | - | - | |
| Disposals | - | (4,500) | (4,500) | |
| As at October 31, 2022 | $ | 2,100 | - | 2,100 |
| Depreciation | ||||
| As at January 31, 2022 | (280) | (2,625) | (2,905) | |
| Change for the period | (315) | (1,875) | (2,190) | |
| As at October 31, 2022 | $ | (595) | (4,500) | (5,095) |
| Net book value | $ | 1,505 | - | 1,505 |
5. RELATED PARTY TRANSACTIONS
For the nine months ended October 31, 2022, our sole
director did not make a loan to the Company. During the period from January 31, 2021 through October 31, 2021, our sole director has loaned
to the Company $
6. COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On January 21, 2021 the Company issued 2,000,000 shares of common stock to a director at $0.001 per share.
In October 2021, the Company issued 128,750 shares of common stock for cash proceeds of $5,150 at $0.04 per share.
In November 2021, the Company issued 378,750 shares of common stock for cash proceeds of $15,150 at $0.04 per share.
In December 2021, the Company issued 156,250 shares of common stock for cash proceeds of $6,250 at $0.04 per share.
There were
7. COMMITMENTS AND CONTINGENCIES
From time-to-time, the Company is subject to various litigation and
other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management
deems to be probable and estimable (if any). No such event or amounts have been accrued in the financial statements with respect to
any litigation or other claim matters.
10
GLIDELOGIC CORP.
NOTES TO THE FINANCIAL STATEMENTS
As at October 31, 2022 (Unaudited)
Director and management stay informed about COVID-19 developments generally and ensure it has access to information related to a company’s response to the crisis and how the specific impact on the company is developing as the crisis extends.
8. INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of October 31, 2022 the Company had net operating loss carry forwards of approximately $12,731 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The valuation allowance at as of October 31, 2022 was approximately $2,674. The net change in valuation allowance from January 31, 2022 through October 31, 2022 was $2,327. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of October 31, 2022. All tax years since inception remain open for examination by taxing authorities.
The provision for Federal income tax consists of the following:
| October 31, 2022 | January 31, 2022 | |||
| Non-current deferred tax assets: | ||||
| Net operating loss carry forward | $ | ( |
$ | ( |
| Valuation allowance | $ | $ | ||
| Net deferred tax assets | $ | $ |
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the year ended October 31, 2022 as follows:
| October 31, 2022 | January 31, 2022 | |||
| Computed “expected” tax expense (benefit) | $ | ( |
$ | ( |
| Change in valuation allowance | $ | $ | ||
| Actual tax expense (benefit) | $ | $ |
The related deferred tax benefits for the above unused tax losses have not been fully recognized as it is not reasonably certain that they will be realized. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
9. SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to October 31, 2022, through December 15, 2022, and has determined that it does not have any material subsequent events to disclose in these financial statements.
11
ITEM 2. |
MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
DESCRIPTION OF BUSINESS
GENERAL
We are a business body occupied with software development, encryption, block chain technologies and related lines of business aimed at the broad public. We angle at users whose primary significance in a messenger application is security and privacy of sent data. Our business address is 21/1 Erkindik Ave, ste. 187, Bishkek, Kyrgyzstan, 720000. Our phone number is (786) 708-6089. We expect we may fail to achieve profitability which may result in ceasing operations due to lack of funding.
Alongside with software related services we intend to provide software development consulting services. We expect our showpiece product to be an encrypted messenger application; currently being under development for that reason is nameless until the completion is due. We plan to develop the messenger using block chain technologies to provide privacy and security to users and their data.
Our messenger is a cutting-edge mobile platform with highly-secure on-the-go data-and-funds exchange environment to an end-user. Packed with bunch of redundant security and privacy tools the application is striving to meet and surpass defense-grade security requirements by employing “true end-to-end” encryption technology. We are planning to develop friendly and effective tools to control levels of own anonymity, privacy and security. That is why we are developing our messenger with using block chain technologies, also known as Distributed Ledger Technologies, which have the opportunities of security, encryption and decentralization.
The functionality of our messenger based on the idea that “message is a transaction” (like tokens transactions). Our technology based on the following type of transaction for sending messages: encrypt text – generate text into transaction - sign transaction with digital authentication - send the transaction to a node – distribution to the authentication hash – the recipient approves the transaction – message decryption.
We believe the messenger to attract attention with its features as follows,
1.
“End-to-end” encryption;
2.
Three factor verification system to be switched on/ off by the user;
3.
Encryption algorithm used encryption on-web and on-device, secure tunneling of messages to disable third parties to interfere, block or, by any means, to receive, steal or hack users messages and information stored within the messenger application;
4.
Sender anonymity;
5.
On-chat translation;
6.
On-chat money transactions and pay system;
7.
Self-destructing messages.
We have tested the concepts all the features above separately and currently we are working on its integration in the messenger platform. “On-chat money transactions and pay system” feature was tested with the prototype of digital tokens, developed especially for the test. We are not sure that that this feature may be incorporated with existing currencies. Currently, we are developing our messenger and working on the UX / UI app design. We are coding the internal application architecture and creating a database for the application algorithms implementation. According to our plan of operation, we plan to develop the first prototype by December 31, 2022.
12
We plan to deliver the mentioned services depending on the package ordered by a user, which can be tweaked within the settings of the messenger application. We expect to complete the development and penetrate the social applications market to achieve profitability; otherwise we may cease operations due to insufficient funds. We plan to offer the other services, the list of which can be extended or shortened depending on their profitability and popularity with the customers:
1.
Consulting services in software development business.
2.
Consulting services in data encryption.
3.
Consulting services in block chain operation and development.
4.
Software development using block chain technologies.
5.
Software development using encryption and data protection.
We plan to offer the above services to small and medium companies involved in various parts of the IT industry and companies providing services to IT entities.
REVENUE
We plan to generate revenue by developing and trading encrypting and block chain-based software, also we intend to sell advanced features of our messenger in packages the following way:
1.
Basic: free for all users. It provides encryption on-web and on-device, secure tunneling of messages.
2.
Basic Plus: paid annually or monthly. It provides all basic features, with sender anonymity, on-chat translation, money transactions and pay system added.
3.
Advanced: paid annually or monthly. It provides all the Basic and Basic Plus features to add clean-up of chat message history on user’s device, self-destructing messages, pin chat verification to decrypt messages only with generated pin, single tunneling of messages, single key encryption which generates a new security key each time a new tunnel opens.
Additionally, we intend to offer consulting services for small and medium business entities involved in software development. The offers are planned to be framed by demands of the customers. The price is planned to vary whether they require the following:
- single consultation or revision of their project.
- continuous monitoring or maintenance .
MARKETING
We expect the Marketing Campaign to be our main drive allowing us to penetrate the application market and attract new customers as well. The possible ways to obtain the messenger can be as one chooses - download directly via AppStore or GooglePlay Market for mobile devices, or download an installation file from our website for computers, or use an online web version directly in a web browser. We project to implement a set of marketing tools and depending on their efficiency we, possibly, either correct the strategy or exclude the ineffective tools from the campaign.
We plan to target customers who are concerned about privacy and security of messaging. We plan to advertise our prime software product at IT workshops, hackathons, trade shows and exhibitions of software for computers and mobile devices, exhibitions and trade shows of mobile gadgets, gaming industry shows and exhibitions.
We intend to advertise our messenger and consulting services by means of banners on web-forums and communities related to computer technologies, encryption and block chain. We plan to draw the attention of users on notable social platforms (Facebook, Instagram, VK, Twitter) by placing advertising banners, GIFs, advertising posts and videos. In posts and videos, we plan to disclose the advantages of our encrypted messenger and demonstrate the main features. We project to start a social web page dedicated to the messenger for our potential users with necessary information shared and explaining media, as well as advertising media.
We plan to utilize the SEO (Search Engine Optimization) tool to draw the attention of web users requesting “privacy”, “secure messaging” and close in meaning requests on Google, Yandex, Yahoo and Bing. We plan to use SEO paired with context advertising services (Google AdWords, Bing Ads, Yandex Direct) to capture interest of users browsing for digital goods, tools and services corresponding to those of our own. By means of context advertising we expect to increase link-hit ratio in order to promote our messenger to the top of searches.
We expect to attract two main kinds of customers regarding services they wish to receive. The ones referred as “users”, are granted the use of messenger application conditional on the package they would select. We expect them to be an extensive group of active users of mobile devices and computers who are more concerned about privacy and security over other features.
The ones referred as “customers”, are expected to offer consulting services in the software development business area. They are expected to be IT professionals employed in cryptography, developing encryption systems, employed in the IT security area and development of block chain technologies.
13
COMPETITION
The market of social platforms and messengers is relatively new and expanding with numbers of offers. Messaging applications and platforms attract users by improving mostly design and usability whereas we have to offer services significant to modern users such as privacy and security. We expect our encryption algorithm, currently in progress of development, to allow connecting user-to-user blocking possibilities of interfering, hacking or compromising the user’s data.
We intend to utilize block chain technologies to sign up each financial transfer with an encrypted key, generated each time the transaction commences, thus preventing finance from being stolen. We expect this technology to protect on-chat pay system and money transfer in time of users’ transactions and we see it as our competitive advantage.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a start-up company and currently have no employees other than our sole officer and director. Ms. Strygina, our director, handle the Company’s day-to-day operations. We intend to hire employees on an as needed basis.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are had a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
OFFICES
The Company’s principal offices are located at our business address is 21/1 Erkindik Ave, ste. 187, Bishkek, Kyrgyzstan, 720000.
GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulations will have a material impact on the way we conduct our business.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
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LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2022, our total assets were $21,829. Total assets were comprised of $20,324 in current assets and $1,505 in fixed assets.
As at October 31, 2022, our current liabilities were $6,010 and Stockholders’ equity was $15,819.
CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended October 31, 2022 net cash flows used in operating activities was $14,389.
For the nine months ended October 31, 2021 net cash flows provided by operating activities was $16,073.
CASH FLOWS FROM INVESTING ACTIVITIES
For the nine months ended October 31, 2022 we have generated $0 in investing activities.
For the nine months ended October 31, 2021 we have generated $6,600 in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the nine months ended October 31, 2022 net cash flows used in financing activities was $0.
For the nine months ended October 31, 2021 net cash flows provided by financing activities was $11,160.
The available capital reserves of the Company are not sufficient for the Company to remain operational. We require minimum funding of approximately $50,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with the offering and maintaining a reporting status with the SEC.
Since inception, we have sold 2,000,000 shares to our director at a price of $0.001 per share, for net proceeds of $2,000.
For the year ended January 31, 2022, the Company issued 663,750 shares of common stock for cash proceeds of $26,550 at $0.04 per share
There were 2,663,750 shares of common stock issued and outstanding as of October 31, 2022
We are attempting to raise funds to proceed with our plan of operations. We will have to utilize funds from Daniella Strygina, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process if offering proceeds are less than registration costs. However, Ms. Strygina has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Ms. Strygina’s verbal agreement to provide us loans for registration costs is non-binding and discretionary.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. 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 October 31, 2022. 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 Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
| ITEM 1A. | RISK FACTORS |
None
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
| ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
None
| ITEM 4. | SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS |
None
| ITEM 5. | OTHER INFORMATION |
None
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bishkek, Kyrgyzstan, on December 16, 2022.
| GLIDELOGIC CORP. | ||||
| By: | /s/ | Daniella Strygina | ||
| Name: | Daniella Strygina | |||
| Title: | President, Secretary, Director and Treasurer | |||
| (Principal Executive, Financial and Accounting Officer) | ||||
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