Karbon-X Corp 10-Q for FY2021 Q3
Karbon-X Corp. (KARX)
About this 10-Q
Karbon-X Corp filed this 10-Q on April 12, 2021, covering the quarter ended February 28, 2021 (FY2021 Q3).
Headline figures
Quarter ended February 28, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $12.3K
- compared with a net loss of $15.71K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2021
Commission File Number 333-227066
| CocoLuv Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 82-2882342 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1390 Main Street, Suite 20, San Francisco, CA., 97204
(Address of principal executive offices) (Zip Code)
800-294-8513
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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. ☐ Yes ☒ No
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 ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
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| 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No
As of April 12, 2021, there were 64,900,000 shares of common stock issued and outstanding.
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
FINANCIAL STATEMENTS
February 28, 2021
(unaudited)
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BALANCE SHEETS
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| February 28, 2021 |
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| May 31, 2020 |
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| (unaudited) |
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| ASSETS |
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| CURRENT ASSETS |
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| Cash |
| $ | 385 |
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| $ | 494 |
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| TOTAL CURRENT ASSETS |
| $ | 385 |
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| $ | 494 |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
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| CURRENT LIABILITIES |
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| Accounts payable |
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| 5,019 |
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| 6,500 |
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| Due to related party |
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| 57,991 |
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| 28,557 |
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| TOTAL CURRENT LIABILITIES |
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| 63,010 |
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| 35,057 |
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| COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ DEFICIT |
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| Common stock |
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| Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 64,900,000 shares of common stock (May 31, 2020 –64,900,000) |
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| 64,900 |
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| 64,900 |
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| Addition paid in capital |
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| (46,010 | ) |
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| (46,010 | ) |
| Accumulated deficit |
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| (81,515 | ) |
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| (53,453 | ) |
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| TOTAL STOCKHOLDERS’ DEFICIT |
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| (62,625 | ) |
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| (34,563 | ) |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 385 |
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| $ | 494 |
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The accompanying notes are an integral part of these financial statements.
| 4 |
| Table of Contents |
STATEMENTS OF OPERATIONS
(unaudited)
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| For the three months ended February 28, 2021 |
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| For the three months ended February 29, 2020 |
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| For the nine months ended February 28, 2021 |
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| For the nine months ended February 29, 2020 |
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| REVENUE |
| $ | - |
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| $ | - |
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| $ | - |
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| OPERATING EXPENSES |
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| General and administrative |
| $ | 1,299 |
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| $ | 811 |
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| $ | 5,062 |
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| $ | 3,945 |
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| Professional fees |
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| 11,000 |
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| 14,900 |
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| 23,000 |
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| 25,100 |
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| TOTAL OPERATING EXPENSES |
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| 12,299 |
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| 15,711 |
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| 28,062 |
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| 29,045 |
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| NET LOSS |
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| (12,299 | ) |
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| (15,711 | ) |
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| (28,062 | ) |
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| (29,045 | ) |
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| NET LOSS PER COMMON SHARE – BASIC AND DILUTED |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
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| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
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| 64,900,000 |
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| 200,000,000 |
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| 64,900,000 |
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| 200,000,000 |
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The accompanying notes are an integral part of these financial statements.
| 5 |
| Table of Contents |
STATEMENT OF STOCKHOLDER’S DEFICIT
FOR THE NINE-MONTH ENDED FROM JUNE 1, 2020 TO FEBRUARY 28, 2021
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| Number of shares |
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| Paid-in Capital |
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| Accumulated Deficit |
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| Total |
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| Balance, May 31, 2020 |
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| 64,900,000 |
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| $ | 64,900 |
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| $ | (46,010 | ) |
| $ | (53,453 | ) |
| $ | (34,563 | ) |
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| Net loss for the three-months ended August 31, 2020 |
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| (6,762 | ) |
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| (6,762 | ) |
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| Balance, August 31, 2020 (unaudited) |
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| 64,900,000 |
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| $ | 64,900 |
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| ($46,010) |
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| $ | (60,215 | ) |
| $ | (41,325 | ) | |
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| Net loss for the three-months ended November 30, 2020 |
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| (9,001 | ) |
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| (9,001 | ) |
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| Balance, November 30, 2020 (unaudited) |
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| 64,900,000 |
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| $ | 64,900 |
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| $ | (46,010 | ) |
| $ | (69,216 | ) |
| $ | (50,326 | ) |
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| Net loss for three-months ended February 28, 2021 |
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| - |
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| - |
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| (12,299 | ) |
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| (12,299 | ) |
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| Balance, February 28, 2021 (unaudited) |
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| 64,900,000 |
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| $ | 64,900 |
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| $ | (46,010 | ) |
| $ | (81,515 | ) |
| $ | (62,625 | ) |
May 20, 2020, the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 50 new common shares for 1 old common share.
COCOLUV INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE NINE-MONTH PERIOD FROM JUNE 1, 2019 TO FEBRUARY 29, 2020
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| Common Stock |
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| Additional |
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| Number of shares |
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| Paid-in Capital |
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| Shares to be issued |
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| Accumulated Deficit |
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| Total |
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| Balance, May 31, 2019 |
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| 200,000,000 |
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| $ | 200,000 |
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| $ | (196,000 | ) |
| $ | - |
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| $ | (17,001 | ) |
| $ | (13,001 | ) |
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| Common shares sold |
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| - |
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| - |
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| - |
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| 3,000 |
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| - |
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| 3,000 |
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| Net loss for the three-months ending August 31, 2019 |
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| - |
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| - |
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| - |
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| - |
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| (7,381 | ) |
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| (7,381 | ) |
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| Balance, August 31, 2019 |
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| 200,000,000 |
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| $ | 200,000 |
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| $ | (196,000 | ) |
| $ | 3,000 |
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| $ | (24,382 | ) |
| $ | (17,382 | ) |
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| Common shares sold |
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| - |
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| - |
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| - |
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| 400 |
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| - |
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| 400 |
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| Net loss for three-month period ended November 30, 2019 |
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| - |
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| - |
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| - |
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| - |
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| (5,953 | ) |
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| (5,953 | ) |
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| Balance, November 30, 2019 |
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| 200,000,000 |
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| $ | 200,000 |
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| $ | (196,000 | ) |
| $ | 3,400 |
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| $ | (30,335 | ) |
| $ | (22,935 | ) |
| Common shares sold |
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| 8,000 |
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| 8,000 |
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| Net loss for three-month ended February 29, 2020 |
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| - |
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| - |
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| - |
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| - |
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| $ | (15,711 | ) |
| $ | (15,711 | ) |
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| Balance, February 29, 2020 (unaudited) |
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| 200,000,000 |
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| $ | 200,000 |
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| $ | (196,000 | ) |
| $ | 11,400 |
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| $ | (46,046 | ) |
| $ | (30,646 | ) |
May 20, 2020, the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 50 new common shares for 1 old common share.
The accompanying notes are an integral part of these financial statements.
| 6 |
| Table of Contents |
STATEMENT OF CASH FLOWS
(unaudited)
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| For the nine-months- ended February 28, 2021 |
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| For the nine-months- ended February 29, 2020 |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss for the period |
| $ | (28,062 | ) |
| $ | (29,045 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities |
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| Expenses paid by related party |
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| 29,434 |
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| 16,055 |
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| Changes in operating assets and liabilities |
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| Accounts payable |
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| (1,481 | ) |
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| 1,848 |
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| NET CASH USED IN OPERATING ACTIVITIES |
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| (109 | ) |
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| (11,142 | ) |
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| - |
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| - |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Advances from related party |
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| - |
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| 20 |
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| Proceeds from shares to be issued |
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| - |
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| 11,400 |
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| NET CASH PROVIDED BY FINANCING ACTIVITIES |
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| - |
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| 11,420 |
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| NET INCREASE IN CASH |
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| (109 | ) |
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| 278 |
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| CASH, BEGINNING OF PERIOD |
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| 494 |
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| 54 |
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| CASH, END OF PERIOD |
| $ | 385 |
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| $ | 332 |
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| SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: |
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| Cash paid during the period for: |
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| Interest |
| $ | - |
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| $ | - |
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| Income taxes |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of these financial statements.
| 7 |
| Table of Contents |
| NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2021 (Unaudited) |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
CocoLuv Inc. was incorporated in the State of Nevada as a for-profit Company on September 13, 2017 and established a fiscal year end of May 31. The Company intends to manufacture market and sell a product line of 5 hair care products derived from Virgin Coconut Oil. The initial 5 products will be 3 for women and 2 for men.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $81,515. As at February 28, 2021, the Company has a working capital deficit of $62,625.The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of February 28, 2021, the Company has issued 50,000,000 founders shares for net proceeds of $3,990 and 14,900,000 private placement shares for net proceeds of $14,900 to the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amount or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended May 31, 2019 included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission.The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine-months ended February 28, 2021 are not necessarily indicative of the results that may be expected for the year ending May 31, 2021.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
Commitments and Contingencies
On September 26, 2018 the Company signed a lease for office space in San Francisco, California. The term of the lease is for one year and is then renewed on a month to month basis. Current monthly rent is $108 per month.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities.
| 8 |
| Table of Contents |
| COCOLUV INC. NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2021 (Unaudited) |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loss per Common Share
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. As of February 28, 2021, there were no common stock equivalents outstanding.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this 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 balances and tax loss carry-forwards.Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or substantive enactment.
Stock-based Compensation
The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at February 28, 2021 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
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| COCOLUV INC. NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2021 (Unaudited) |
NOTE 3 – COMMON STOCK
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. Total shares issued and outstanding as of November 30, 2020 is 64,900,000.
On September 30, 2017, the Company issued 200,000,000 (4,000,000 pre-split) common shares at $0.00002 per share to the sole director and President of the Company. The Company received net proceeds of $4,000 in payment of the shares.
Between August 2019 and April, 2020 the Company sold 14,900,000 (298,000 pre-split) shares of its common stock at $0.001 for $14,900 net proceeds to the Company.
On May 20, 2020, the founding shareholder of the Company returned 150,000,000 (pre-split 3,000,000) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000066 per share for a total consideration of $10 to the shareholder.
On May 20, 2020, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 50 new common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 50:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the nine-month ended February 28, 2021 the CEO, Reymund Guillermo, paid expenses of $21,934 on behalf of the Company and accrued CEO management fees of $7,500 for the period. Total amount owed to the CEO as of February 28, 2021 is $57,991 (May 31, 2020- $28,557). The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Business Overview
CocoLuv Inc. (“CocoLuv Inc.” or the “Company”) was incorporated in the State of Nevada. We are an early stage company that plans to commence operations as an online retailer offering was incorporated in the State of Nevada as a for-profit Company on September 13, 2017 and established a fiscal year end of May 31. The Company intends to manufacture market and sell a product line of 5 hair care products derived from Virgin Coconut Oil. The initial 5 products will be 3 for women and 2 for men.
CocoLuv Inc. is an emerging growth stage company which intends to manufacture market and sell a proposed product line of 5 hair care products derived from Virgin Coconut Oil. We currently have no product to sell, but we intend to create a haircare line of that will initially consist of 5 products; 3 for women and 2 for men. Our proposed products will be of superior quality in that they will have a base of Virgin Coconut Oil. CocoLuv Inc. CocoLuv Inc. anticipates that it will derive its income from the sale of its intended products as follows: Hair Shine (for women), Curl Balm (for women), Hair Treatment (for women), Hair Pomade (for men’s hair, beards, moustaches) and Hair Cream (for men). We do not anticipate revenues until such time as we enter into retail operations. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully bring retail online sales to fruition.
We have not earned any revenues to date. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Results of Operations Three and nine-month periods
For the three-month periods ended February 28, 2021 and February 29, 2020, we had no revenue. Expenses for the three-month period ended February 28, 2021 totaled $12,299 resulting in a net loss of $12,299, compared to expenses for the three-month period ended February 29, 2020, totaled $15,711 resulting in a net loss of $15,711. The net loss for the three-month period ended February 28, 2021 is a result of office and general expense of $12,299 comprised primarily of professional fees of $11,000; filing fees of $510; transfer expenses of $297; rent expenses of $431; telephone fee $28 and bank service charges of $33. Compared to expenses for the three-months ended February 29, 2020 is a result of office and general expenses of $15,711 comprised primarily of professional fees of $14,900; filing fees of $500; telephone expenses of $27; rent expense of $231; and bank service charges of $53. The decrease in expenses for the three-month period ended February 21, 2021 compared to February 29, 2020 is primarily due to a decrease in professional fees during the period.
For the nine-month periods ended February 28, 2021 and February 29, 2020, we had no revenue. Expenses for the nine-month period ended February 28, 2021 totaled $28,062 resulting in a net loss of $28,062, compared to expenses for the nine-month period ended February 29, 2020, totaled $29,045 resulting in a net loss of $29,045. The net loss for the nine-month period ended February 28, 2021 is a result of office and general expense of $28,062 comprised primarily of professional fees of $23,000; filing fees of $2,843; telephone expenses of $83; rent expenses of $944; transfer agent expenses of $1,093; and bank service charges of $99. Compared to expenses for the nine-months ended February 29, 2020 is a result of office and general expenses of $29,045 comprised primarily of professional fees of $25,100; filing fees of $2,903; telephone expenses of $82; rent expense of $667; and bank service charges of $292. The decrease in expenses for the nine-month period ended February 28, 2021 compared to February 29, 2020 is primarily due to an decrease in filing fees during the period.
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Capital Resources and Liquidity
There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others by way of private placements. Since inception, we have raised $18,900 through the sale of Company’s common stock. We must raise additional cash to implement our strategy and stay in business.
As of February 28, 2021, we had $385 of cash compared to $494 of cash as of May 31, 2020. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date, the Company has incurred operating losses since inception of $81,515. As at February 28, 2021, the Company has working capital deficit of $62,625.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies and Estimates
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Risks
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third-party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Lack of audit committee and financial expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:
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| · | Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel. |
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| · | Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Changes in Internal Control Over Financial Reporting
None
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Currently, we are not involved in any pending litigation or legal proceeding.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
None
None
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| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer | |
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| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * |
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| 32.2 |
| Section 1350 Certification of Chief Financial Officer ** |
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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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.
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| CocoLuv Inc. |
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| (Registrant) | |||
| Date: April 12, 2021 | By: | /s/ Reymund Guillermo | |
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| Reymund Guillermo | |
| President and Director Principal and Executive Officer | |||
| Principal Financial Officer Principal Accounting Officer | |||
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EXHIBIT 31.1
CERTIFICATIONS
I, Reymund Guillermo, certify that:
| 1. | I have reviewed this quarterly report of CocoLuv Inc.; |
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| 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; |
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| 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; |
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| 4. | I am 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 the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such 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; |
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| b) | Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| 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 |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | 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 equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and, |
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| 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. |
| /s/ Reymund Guillermo |
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| Reymund Guillermo |
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| President, Secretary Treasurer, Principal Executive Officer, |
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| Principal Financial Officer and Director |
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| Date: April 12, 2021 |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended February 28, 2021 of CocoLuv Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Reymund Guillermo, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| 1. | The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and |
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| 2. | The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| /s/ Reymund Guillermo |
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| Reymund Guillermo |
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| President, Secretary Treasurer, Principal Executive Officer, |
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| Principal Financial Officer and Director |
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| Date: April 12, 2021 |
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