10-Q
M2i Global, Inc. (MTWO)
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2023
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-229748
INKY INC.
(Exact name of registrant as specified in its charter)
Ioanna Kallidou,
President and Chief ExecutiveOfficer
36 Aigyptou Avenue, Larnaca, 6030, CY
Phone: + 357-25057246
| Nevada | 37-1904036 | 7371 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer<br><br> <br>Identification Number) | (Primary Standard Industrial Classification Code Number) |
(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: None
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 [X] 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 [X]
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 | [X] | Smaller reporting company | [X] |
| Emerging growth company | [X] |
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 [ ] No [X]
State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest practicable date: 7,105,357 common shares issued and outstanding as of April 12, 2023.
INKY
FORM 10-Q
Quarterly Period Ended February 28, 2023
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 5 |
| Condensed Balance Sheets as of February 28, 2023 (Unaudited) and November 30, 2022 | 6 | |
| Condensed Statements of Operations for the three months ended February 28, 2023 and 2022 (Unaudited) | 7 | |
| Condensed Statements of Stockholders' Deficit for the three months ended February 28, 2023 and 2022 (Unaudited) | 8 | |
| Condensed Statements of Cash Flows for the three months ended February 28, 2023 and 2022 (Unaudited) | 9 | |
| Notes to the Condensed Unaudited Financial Statements | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. | Controls and Procedures | 17 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 17 |
| Item 1A | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| Signatures | 18 |
3
Special Note Regarding Forward—Looking Statements
Statements made in this Form 10-Q 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.
Financial information contained in this quarterly report and in our unaudited interim condensed financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
4****
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
|---|
The accompanying interim condensed financial statements of Inky (“the Company,” “we,” “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations. 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.
5
INKY
CONDENSED BALANCE SHEETS
(Unaudited)
| As of February 28, 2023 | As of November 30, 2022 | ||
|---|---|---|---|
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalent | 114 | $ | 114 |
| Prepaid expenses | 13,567 | 13,767 | |
| Total Current Assets | 13,681 | 13,881 | |
| Intangible Assets | 104,272 | 111,970 | |
| TOTAL ASSETS | 117,953 | $ | 125,851 |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
| LIABILITIES | |||
| Current Liabilities | |||
| Accounts payable | 1,093 | $ | 476 |
| Accrued payroll - related party | 65,500 | 49,000 | |
| Related-party loan | 75,750 | 72,774 | |
| Total Current Liabilities | 142,343 | 122,250 | |
| Total Liabilities | 142,343 | 122,250 | |
| STOCKHOLDERS’ DEFICIT | |||
| Common stock, 0.001 par value, 75,000,000 shares authorized;<br> 7,105,357<br>and 7,105,357 shares issued and outstanding<br>as of February 28, 2023 and November 30, 2022 , respectively | 7,105 | 7,105 | |
| Additional paid-in capital | 120,255 | 120,255 | |
| Accumulated deficit | (151,750) | (123,759) | |
| Total stockholders’ deficit | (24,390) | 3,601 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 117,953 | $ | 125,851 |
All values are in US Dollars.
The accompanying notes are an integral part of these condensed unaudited financial statements.
6
INKY
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the<br><br> <br>three months ended<br><br> <br>February 28, 2023 | For the<br><br> <br>three months ended<br><br> <br>February 28, 2022 | |||
|---|---|---|---|---|
| INCOME | ||||
| Sales | $ | 3,400 | $ | - |
| Total income | 3,400 | - | ||
| Cost of goods sold | - | - | ||
| Gross (Loss) profit | 3,400 | - | ||
| EXPENSES | ||||
| General and administrative expenses | $ | 31,391 | $ | 11,501 |
| Total expenses | 31,391 | 11,501 | ||
| INCOME (LOSS) BEFORE TAX PROVISION | $ | (27,991) | $ | (11,501) |
| INCOME TAX EXPENSE | - | - | ||
| NET LOSS | $ | (27,991) | $ | (11,501) |
| WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | 7,105,357 | 5,092,023 | ||
| BASIC AND DILUTED NET LOSS PER SHARE | $ | (0.00) | $ | (0.00) |
The accompanying notes are an integral part of these condensed unaudited financial statements.
7
INKY
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’DEFICIT
For the Three Months Ended February 28, 2023 and2022
(Unaudited)
| <br><br> <br><br><br> <br>**** | Common stock | Additional paid-in capital | Accumulated<br><br> <br>deficit | Total<br><br> <br>stockholders’<br><br> <br>deficit | |||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | ||||||||
| Balance, November 30, 2021 | 5,092,023 | $ | 5,092 | $ | 31,668 | $ | (57,317) | $ | (20,557) |
| Net income (loss) | - | - | - | (11,501) | (11,501) | ||||
| Balance, February 28, 2022 | 5,092,023 | $ | 5,092 | $ | 31,668 | $ | (68,818) | $ | (32,058) |
| Balance, November 30, 2022 | 7,105,357 | $ | 7,105 | $ | 120,255 | $ | (123,759) | $ | 3,601 |
| Net income (loss) | - | - | - | (27,991) | (27,991) | ||||
| Balance, February 28, 2023 | 7,105,357 | $ | 7,105 | $ | 120,255 | $ | (151,750) | $ | (24,390) |
The accompanying notes are an integral part of these condensed unaudited financial statements.
8
INKY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the<br><br> <br>three months ended<br><br> <br>February 28, 2023 | For the<br><br> <br>three months ended<br><br> <br>February 28, 2022 | |||
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net (loss) | $ | (27,991) | $ | (11,501) |
| Adjustments to reconcile net loss<br><br> <br>to net cash provided by (used in) operating activities: | ||||
| Amortization expense | 11,183 | - | ||
| Changes in operating assets and liabilities: | ||||
| Decrease in prepaid expenses | 200 | 325 | ||
| Increase in accrued payroll – related party | 16,500 | 10,500 | ||
| Increase (decrease) in accounts payable | 617 | (943) | ||
| Net cash flows provided by (used in) operating activities | $ | 509 | $ | (1,619) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Website development costs | (3,485) | - | ||
| Net cash flows used in investing activities | $ | (3,485) | $ | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Related-party loan | 2,976 | 1,619 | ||
| Net cash flows provided by financing activities | $ | 2,976 | $ | 1,619 |
| NET INCREASE (DECREASE) IN CASH | $ | - | $ | - |
| CASH, BEGINNING OF PERIOD | $ | 114 | $ | 114 |
| CASH, END OF PERIOD | $ | 114 | $ | 114 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash paid for interest | $ | - | $ | - |
| Cash paid for income tax | $ | - | $ | - |
The accompanying notes are an integral part of these condensed unaudited financial statements.
9
INKY
NOTES TO THE CONDENSEDUNAUDITED FINANCIAL STATEMENTS
For the three monthsended February 28, 2023
Note 1 — Description of Organizationand Business Operations
Inky is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. The company (“we,” “us,” or the “Company”) plans to develop, publish and market mobile software application for smartphones and tablet devices (“Apps”). It is an ‘augmented reality’ (AR) app aiming to help users decide what and where to ink without having to regret the tattoo after the fact. The app includes a selection of tattoo sketches by different artists that can be virtually placed via smartphone-powered AR. A user gets to try on a virtual tattoo on their body in real-time.
Our principal executive office is located at 24 Penteliss, Limassol 4102, Cyprus.
The Company’s functional and reporting currency is the U.S. dollar.
Note 2 –Going Concern
The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a startup company, the Company had limited revenues and incurred losses as of February 28, 2023. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise 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.
Note 3 — Summary of SignificantAccounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2022.
In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30.
10
INKY
NOTES TO THE CONDENSEDUNAUDITED FINANCIAL STATEMENTS
For the three monthsended February 28, 2023
Note 3 — Summary of SignificantAccounting Policies (cont.)
Net Income(Loss) Per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of February 28, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Use ofEstimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash andCash Equivalents
The
Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $114 of cash and cash equivalents as of February 28, 2023 ($114 as of November 30, 2022).
IncomeTaxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of February 28, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of February 28, 2023, and November 30, 2022, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
11
INKY
NOTES TO THE CONDENSEDUNAUDITED FINANCIAL STATEMENTS
For the three monthsended February 28, 2023
Note 3 — Summary of SignificantAccounting Policies (cont.)
Researchand Development Policy
ASC 730, “Research and Development”, addresses the proper accounting and reporting for research and development costs. It identifies those activities that are to be identified as research and development, the elements of costs that shall be identified with research and development activities, the accounting for these costs, and the financial statement disclosures related to them. Costs and expenses that can be clearly identified as research and development are charged to expense as incurred.
SoftwareDevelopment Policy
The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility have been established.
Recent AccountingPronouncements
The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements.
Note 4 –Stockholders’ Equity
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.
There
were 7,105,357 and 7,105,357 shares of common stock issued and outstanding as of February 28, 2023, and November 30, 2022, respectively.
Note 5 —Related Party Transactions
During
the three months period ended February 28, 2023 and 2022, the Company’s director loaned to the Company $2,976 and $1,619, respectively.
As
of February 28, 2023 and November 30, 2022, our sole director has a total outstanding balance of $75,750 and $72,774, respectively. This loan is unsecured, non-interest bearing and due on demand.
As of February 28, 2023 and November 30, 2022, the payroll liability to our sole director was $65,500 and $49,000, respectively.
12
INKY
NOTES TO THE CONDENSEDUNAUDITED FINANCIAL STATEMENTS
For the three monthsended February 28, 2023
Note 6 — Prepaid Expenses
As of February 28, 2023 and November 30, 2022, the prepaid balance was as follows:
| As of February 28, 2023 | As of November 30, 2022 | |||
|---|---|---|---|---|
| API with the Base | $ | 8,000 | $ | 8,000 |
| Database | 5,300 | 5,300 | ||
| Prepaid business license fees | 267 | 467 | ||
| Total prepaid expenses | $ | 13,567 | $ | 13,767 |
Note 7 – IntangibleAssets
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes these costs using the straight-line method over the three years.
During
the year ended November 30, 2022, the Company acquired software for $100,000. As of February 28, 2023, the Company capitalized software costs of $4,055. Amortization expense of software costs was $8,333 as of February 28, 2023.
As of February 23, 2023 the Company capitalized website development costs of $11,400. Amortization expense of acquired software was $2,850 as of February 28, 2023.
Note 8 – Subsequent Events
The Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported. The Company determined that there were no reportable subsequent events to disclose in these financial statements.
13
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
|---|
Overview
Inky Inc. was incorporated in the State of Nevada on June 12, 2018. The Company (“we,” “us,” or the “Company”) is engaged in developing tattoo projects. Inky is developing a service with an artificial intelligence that will create a unique tattoo design and online platform to connect and inspire tattoo artists and clients with the objective of simplifying and enhancing the experience for clients when choosing a tattoo design and finding an appropriate artist.
In November 2022, Inky Inc. launched an online platform with a global reach, providing an effortless experience for individuals interested in the art of tattoos. The platform facilitates the process of finding an ideal tattoo design and suitable artist for clients, while also aiding tattoo artists in locating potential clients. The overall aim of the platform is to streamline and expedite the process of finding a tattoo artist and design, creating an enjoyable experience for both parties involved. We have made the search process much simpler and more convenient by means of our website https://inky.live.
The Company has launched an online platform that targets an international audience. The platform was developed to streamline this process by creating an interactive service that connects clients with tattoo artists, focusing on facilitating a seamless experience for both parties, thereby bringing a positive change to the industry. The platform has an extensive database of tattoo artists, providing them with an additional advertising space to showcase their work and attract potential clients.
Inky Inc. has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30, 2022, we managed to generate the first income based on selling access to the API (Application Programming Interface), which has become the primary source of revenue for company. This feature allows customers to obtain personalized tattoo designs, saving them time and effort in selecting a design. The company has observed a positive trend in project development and an increase in income generation. The AI-powered service also benefits tattoo artists, who can use it to explore new styles and enhance their skills. By analyzing customer preferences and generating unique designs, Inky Inc.'s AI-powered service provides tattoo artists with a valuable tool for expanding their creative horizons.
As of February 28, 2023 after Inky Inc. has launched all the aforementioned updates, the service works successfully and attracts new users. The total asset during the year has increased by $98,822 from $19,131 as on February 28, 2022 to $117,953 as on February 28, 2023.
We were previously considered a shell company as defined by Rule 405 of the Securities Act of 1933, as amended. However, during the year ended November 30, 2021, we ceased to be a shell company as we have significantly increased our business activities and assets and have met the criteria set forth in Rule 144(i)(1) under the Securities Act. As a result, we are now considered a non-shell company. We have updated our filings with the SEC to reflect this change in status.
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Sales, Marketing and Distribution
We plan that the main source of income for INKY will be monetization from the sale of API for generating tattoo ideas. We are interested in increasing website traffic by increasing the number of users which will lead also to great popularity and high demand. Moreover, we plan to attract additional promotional tools that we believe will actively help us develop and bring additional income.
Competition
Developing and distributing API is a highly competitive business, characterized by frequent use. API simplifies the programming process when building applications by abstracting away the underlying implementation and providing only the objects or actions that the developer needs. If a GUI for an email client can provide the user with a button that will go through all the steps to fetch and highlight new emails, then the File I/O API can give the developer a function that copies a file from one location to another without requiring the developer to understand file operations, systems happening behind the scenes.
With respect to competing for consumers of our app, we will compete primarily based on API quality and customer reviews. We will compete for promotional and digital storefront placement based on these factors, as well as our relationship with the storefront owner, historical performance, perception of sales potential and relationships with licensors of brands, properties, and other content. We believe that our small size will provide us a competitive advantage for the time being and allow us to make quick product development to take advantage of consumer preferences at a particular point in time.
Most of our competitors and our potential competitors have one or more advantages over us, including:
· significantly greater financial and personnel resources;
· stronger brand and consumer recognition;
· the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;
· more substantial intellectual property of their own;
· lower labor and development costs and better overall economies of scale; and
· broader distribution and presence.
Government Regulation
We are subject to various federal, state, and international laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes and contests. Additional laws in all these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our customers, and deliver products and services, may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase, and we may be subject to increased regulatory scrutiny.
Employees
We are a start-up company and currently have one employee - Ioanna Kallidou, our president, treasurer, secretary, and director. We intend to outsource any additional services if the business requires.
15
Results of Operations for the Three Months EndedFebruary 28, 2023 and 2022:
During the three months ended February 28, 2023 and 2022, we generated total revenue of $3,400 and $0.
The increase in revenue for the three months ended February 28, 2023 compared to the three months to February 28, 2022 is due to the fact that the Company received revenue from API rent.
Total operating expenses for the three months ended February 28, 2023 and 2022 were $31,391 and $11,501.
The increase in operating expenses for the three months ended February 28, 2023 compared to the three months ended February 28, 2022 is due to an increase in amortization expense.
Our net loss for the three-month period ended February 28, 2023 and 2022, was $27,991 and $11,501 respectively. This was due to an increase in payroll expense.
Liquidity and Capital Resources
As of February 28, 2023, the Company had cash of $114 ($114 as of November 30, 2022). Furthermore, the Company had a working capital deficit of $128,662 ($108,369 as of November 30, 2022).
Net cash flows provided by operating activities for the three months ended February 28, 2023 were $509 which consisted of a net loss of $27,991, an increase in amortization expense of $11,183, a decrease in prepaid expenses of $200, an increase in accrued payroll-related party of $16,500 and an increase in accounts payable of $617. Net cash flows used in operating activities for the three months ended February 28, 2022 were $1,619 which consisted of a net loss of $11,501, decrease in prepaid expenses of $325, increase in accrued payroll-related pary of $10,500 and a decrease in accounts payable of $943.
Net cash flows used in investing activities for the three months ended February 28, 2023 were $3,485 which consisted of website development costs of $3,485. There were no investing activities for the three months ended February 28, 2022.
Net cash flows provided by financing activities for the three months ended February 28, 2023, consisted of related-party loans of $2,976. Net cash flows provided by financing activities for the three months ended February 28, 2022, consisted of related-party loans of $1,619.
Off-Balance Sheet Arrangements
As of February 28, 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 AdditionalCapital
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.
16
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 3. | Quantitative and Qualitative Disclosures About Market Risk. |
|---|
Not Applicable.
| Item 4. | Controls and Procedures. |
|---|
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of February 28, 2023, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings. |
|---|
During the period ending February 28, 2023, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors. |
|---|
As a smaller reporting company, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
|---|
Not Applicable.
| Item 3. | Defaults Upon Senior Securities. |
|---|
Not Applicable.
17
| Item 4. | Mine Safety Disclosures. |
|---|
Not Applicable.
| Item 5. | Other Information. |
|---|
There is no other information required to be disclosed under this item that has not previously been reported.
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.
| INKY | ||
|---|---|---|
| Date: April 13, 2023 | By: | /s/ Ioanna Kallidou |
| Ioanna Kallidou<br><br> <br>Chief Executive Officer<br><br> <br>(Principal Executive Officer)<br><br> <br>and Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer) |
18
Exhibit 31.1
Certificationof Chief Executive Officer pursuant to Securities Exchange
Act of 1934Rule 13a-14(a) or 15d-14(a)
I have reviewed this Quarterly Report on Form 10-Q of INKY Inc.;
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;
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;
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<br> internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability<br> o<br><br> <br><br><br> <br>f financial reporting and the preparation of financial statements for external<br> 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. |
| Date: April 13, 2023<br><br> <br><br> By: | (s) ________****Ioanna<br> Kallidou |
| --- | --- |
| Ioanna Kallidou | |
| Chief<br> Executive Officer (Principal Executive Officer)<br><br> <br>and Chief Financial Officer (Principal Financial<br> and Accounting Officer) |
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 of INKY Inc. (the “Company”) on Form 10-Q for the quarter ended February 28, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ioanna Kallidou, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal 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,<br> in all material respects, the financial condition and result of operations of the Company. |
| --- | --- |
| Date: April 13, 2023<br><br> <br><br> By: | (s) ________****Ioanna<br> Kallidou |
|---|---|
| Ioanna Kallidou | |
| Chief<br> Executive Officer (Principal Executive Officer)<br><br> <br>and Chief Financial Officer (Principal Financial<br> and Accounting Officer) |