MTWO 10-K
M2i Global, Inc. (MTWO)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[
For the fiscal year ended
or
[
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7371 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Ioanna Kallidou,
President and Chief Executive Officer
Phone: +
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | None | None | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark 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, 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 | [ ] |
| [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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed fiscal year: $
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 March 14, 2023.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Description of Business. | 4 |
| Item 1A. | Risk Factors. | 5 |
| Item 1B. | Unresolved Staff Comments. | 5 |
| Item 2 | Properties. | 5 |
| Item 3. | Legal proceedings. | 5 |
| Item 4. | Mine Safety Disclosures. | 5 |
| PART II | ||
| Item 5. | Market for Common Equity and Related Stockholder Matters. | 6 |
| Item 6. | Selected Financial Data. | 6 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 6 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 7 |
| Item 8. | Financial Statements and Supplementary Data. | 7 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 17 |
| Item 9A. | Controls and Procedures | 17 |
| Item 9B. | Other Information. | 17 |
| PART III | ||
| Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 18 |
| Item 11. | Executive Compensation. | 18 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 19 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 19 |
| Item 14. | Principal Accounting Fees and Services. | 19 |
| PART IV | ||
| Item 15. | Exhibits | 20 |
| Signatures | 20 | |
3
PART I
Item 1. Description of Business
DESCRIPTION OF BUSINESS
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, the Company has 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.
As of November 2022, 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 application programming interface (API), which has become the primary source of revenue for the 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 November 30, 2022 Inky Inc. has put in funds in the development of products by purchasing software with artificial intelligence for tattoo idea generation service for $100,000 and its implementation: tattoo idea generation service integration and improvement of website sections. Based on this the Company launched an additional service on the website, which was formed into a service for selling API access by subscription. The total asset during the year has increased by $106,395 from $19,456 as on November 2021 to $125,851 as on November 30, 2022.
4
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, 2022, 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.
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 (Application Programming Interface) 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.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened, or contemplated or any unsatisfied judgments against us.
Item 4. Mine Safety Disclosures
Not applicable.
5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
MARKET INFORMATION
There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted by one or more market makers who:
• are approved by FINRA;
• who agree to become a market maker in the security; and
| • | who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange. |
In order for a security to be eligible for quotation by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer. Currently, Ms. Kallidou, our President and Chief Executive Officer act as our principal financial and accounting officer.
We are seeking a market maker to submit an application for quotation to FINRA, though we have not yet identified a market maker to file such application. We can provide no assurance that we will be able to identify a market maker to submit an application to FINRA, that our common stock will be traded on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange or, if traded, that a public market will materialize.
HOLDERS
As of November 30, 2022, the Company had 7,105,357 shares of our common stock issued and outstanding held by a total of 31 shareholders of record.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
During the year ended November 30, 2021, the Company issued 437,823 shares of common stock for cash proceeds of $13,134 at $0.03 per share.
During the year ended November 30, 2022, the Company issued 2,013,334 shares of common stock in exchange for the notes payable of $90,600.
There were 7,105,357 shares of common stock issued and outstanding as of November 30, 2022.
OTHER STOCKHOLDER MATTERS
None.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the years ended November 30, 2022 and 2021:
Revenue
During the years ended November 30, 2022 and 2021 we generated total revenue of $1,000 and $0.
Operating expenses
Total operating expenses for the years ended November 30, 2022 and 2021 were $67,442 and $17,837. The operating expenses for the years ended November 30, 2022 and 2021 included Audit Fees of $9,750 and $6,750; Application Development Expenses of $5,500 and $0; Bank Service Charges of $0 and $282; Professional Fees of $2,622 and $805; Payroll Expenses of $49,000 and $0; DTC Fees of $0 and $10,000; Website Expenses of $570 and $0.
6
Net Loss
Our net loss for the years ended November 30, 2022 and 2021 was $66,442 and $17,837, respectively.
Liquidity and Capital Resources and Cash Requirements
As of November 30, 2022, the Company had cash of $114 ($114 as of November 30, 2021). Furthermore, the Company had a working capital deficit of $108,369 ($20,557 as of November 30, 2021).
During the year ended November 30, 2022, the Company used $13,010 of cash in operating activities due to its net loss $66,442, decrease in Account Payable of $1,143, increase in Accrued Payroll of $49,000 and decrease in Prepaid Expenses of $5,575. During the year ended November 30, 2021, the Company used $35,181 of cash in operating activities due to its net loss $17,837, increase in Account Payable $1,619 and increase in Prepaid Expenses of $18,963.
During the year ended November 30, 2022, the Company used $21,370 of cash flows in investing activities related to website development. During the year ended November 30, 2021, the Company generated $0 of cash flows in investing activities.
During the year ended November 30, 2022, the Company generated $34,380 of cash in financing activities which came from related-party loan. During the year ended November 30, 2021, the Company generated $23,983 of cash in financing activities which came from related-party loan of $10,849 and proceeds from sale of common stock of $13,134.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
7
INKY
FINANCIAL STATEMENTS
TABLE OF CONTENTS
|
|
Page |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: |
9 |
| Balance Sheets as of November 30, 2022 and 2021 | 10 |
| Statements of Operations for the years ended November 30, 2022 and 2021 | 11 |
| Statements of Changes in Stockholders’ Deficit as of November 30, 2022 and 2021 | 12 |
| Statements of Cash Flows for the years ended November 30, 2022 and 2021 | 13 |
| Notes to the Audited Financial Statements | 14 |
8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
INKY Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of INKY Inc. (the Company) as of November 30, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2019.
Pinnacle Accountancy Group of Utah
(a dba of
March 14, 2023
9
INKY
BALANCE SHEETS
|
|
As of November 30, 2022 | As of November 30, 2021 | ||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalent | $ | $ | ||
| Prepaid expenses | ||||
| Total Current Assets | ||||
| Intangible Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| LIABILITIES | ||||
| Current Liabilities | ||||
| Accounts payable | $ | $ | ||
| Accrued payroll - related party | ||||
| Related-party loan | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| STOCKHOLDERS’ DEFICIT | ||||
|
Common stock, $ par value, shares authorized; and shares issued and outstanding as of November 30, 2022 and 2021, respectively |
||||
| Additional paid-in capital | ||||
| Accumulated deficit | ( |
( | ||
| Total stockholders’ deficit | ( | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ |
The accompanying notes are an integral part of these financial statements.
10
INKY
STATEMENTS OF OPERATIONS
|
For the year ended November 30, 2022 |
For the year ended November 30, 2021 | |||
| INCOME | $ | $ | ||
| Total income | ||||
| Cost of revenues | ||||
| Gross (Loss) profit | ||||
| EXPENSES | ||||
| General and administrative expenses | $ | $ | ||
| Total expenses | ||||
| INCOME (LOSS) BEFORE TAX PROVISION | $ | ( |
$ | ( |
| INCOME TAX EXPENSE | ||||
| NET LOSS | $ | ( |
$ | ( |
| WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | ||||
| BASIC AND DILUTED NET LOSS PER SHARE | $ | ( |
$ | ( |
The accompanying notes are an integral part of these financial statements.
11
INKY
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the years ended November 30, 2022 and 2021
|
|
Common stock | Additional paid-in capital |
Accumulated deficit |
Total stockholders’ deficit | ||||||
| Shares | Amount | |||||||||
| Balance, November 30, 2020 | $ | |
$ | $ | ( |
$ | ( | |||
| Issuance of common stock for cash | ||||||||||
| Net income (loss) | - | ( |
( | |||||||
| Balance, November 30, 2021 |
|
$ | |
$ | $ | ( |
$ | ( | ||
| Issuance of common stock for intangible assets | ||||||||||
| Net income (loss) | - | ( |
( | |||||||
| Balance, November 30, 2022 | $ | $ | $ | ( |
$ | |||||
The accompanying notes are an integral part of these financial statements.
12
INKY
STATEMENTS OF CASH FLOWS
| November 30,2022 | November 30, 2021 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net (loss) | $ | ( |
$ | ( |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Changes in operating assets and liabilities: | ||||
| Decrease (increase) in prepaid expenses | ( | |||
| Increase in accrued payroll – related party | ||||
| Increase (decrease) in accounts payable | ( |
|||
| Net cash flows used in operating activities | $ | ( |
$ | ( |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of intangible assets | ( |
|||
| Net cash flows used in investing activities | $ | ( |
$ | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from sale of common stock | ||||
| Related-party loan | ||||
| Net cash flows provided by financing activities | $ | $ | ||
| NET INCREASE (DECREASE) IN CASH | $ | $ | ( | |
| CASH, BEGINNING OF PERIOD | $ | $ | ||
| CASH, END OF PERIOD | $ | $ | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash paid for interest | $ | $ | ||
| Cash paid for income tax | $ | $ | ||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
| Common stock issued for intangible assets | $ | $ |
The accompanying notes are an integral part of these financial statements.
13
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2022 AND 2021
Note 1 — Description of Organization and 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 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 November 30, 2022. 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. 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 Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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.
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 November 30, 2022 and 2021, 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 of Estimates
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 and Cash Equivalents
The
Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company
had $
Income Taxes
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 November 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2022, and November 30, 2021, 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.
14
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2022 AND 2021
Note 3 — Summary of Significant Accounting Policies (cont.)
Research and 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.
Software Development Policy
The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility has been established.
Revenue Recognition
The Company recognizes revenues in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
The Company has introduced a subscription-based service that provides users with access to AI-generated tattoo ideas. As of November 30, 2022, the Company recognized $1,000 in revenues. The subscriptions range from 14 to 30 days and revenue is recognized over the subscription period on a straight-line basis as the performance obligation is satisfied.
Recent Accounting Pronouncements
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.
During the year ended November 30, 2021, the Company issued 437,823 shares of common stock for cash proceeds of $13,134 at $0.03 per share.
On November 30, 2022, the Company issued 2,013,334 shares of common stock valued at $90,600 for intangible assets.
There were and shares of common stock issued and outstanding as of November 30, 2022, and 2021, respectively.
Note 5 — Related Party Transactions
During the years ended November 30, 2022 and 2021, the Company’s director loaned to the Company $34,380 and $10,849, respectively.
As
of November 30, 2022 and November 30, 2021, our sole director has a total outstanding balance
of $
As
of November 30, 2022 and November 30, 2021, the payroll liability to our sole director was
$
Note 6 — Prepaid Expenses
As of November 30, 2022 and 2021, the prepaid balance was as follows:
| As of November 30, 2022 | As of November 30, 2021 | ||||
| Application development | $ | $ | |||
| API with the Base | |||||
| Database | |||||
| Prepaid business license fees | |||||
| Total prepaid expenses | $ | $ |
Note 7 – Intangible Assets
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. The Company expects to recognize amortization expense of $37,323 annually for the next three fiscal years.
During the year ended
November 30, 2022, the Company acquired software for $
As of November 30, 2022 the Company had intangible assets of $111,970.
Note 8 – Income Tax Provision
Deferred Tax Assets
As of November 30, 2022, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $123,759. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $25,989 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is $25,989 and $12,037 as of November 30, 2022 and 2021, respectively.
15
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2022 AND 2021
Components of deferred tax assets are as follows:
|
For the Year Ended November 30, 2022 |
For the Year Ended November 30, 2021 | ||||||||
| Net Deferred Tax Asset Non-Current: | |||||||||
| Net Operating Loss Carry-Forward | $ | $ | |||||||
| Effective tax rate | 21 | % | 21 | % | |||||
| Expected Income Tax Benefit from NOL Carry-Forward | |||||||||
| Less: Valuation Allowance | ( |
( |
|||||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | $ | |||||||
Income Tax Provision in the Statement of Operations
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
|
For the Year Ended November 30, 2022 | |||||
| Federal statutory income tax rate | % | ||||
| Increase (reduction) in income tax provision resulting from: | |||||
| Net Operating Loss (NOL) carry-forward | ( |
% | |||
| Effective income tax rate | % | ||||
Note 9 – 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 other than those described below.
A promissory Note was signed by and between Inky Inc and Ioanna Kallidou, the President and Chief Executive Officer of the Company on December 5, 2022. The Promissory Note was issued in order to repay the debt of the Company to the director in shares. Inky Inc. will issue to Ioanna Kallidou a total of 1,571,400 common shares per value $0.025 per share in exchange of Thirty-Nine Thousand Two Hundred Eighty-Five U.S. Dollars ($39,285). The shares have not been issued yet.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
The Company 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 assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 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.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2022, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2022, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| 2. | We did not maintain appropriate cash controls – As of November 30, 2022, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts. |
| 3. | We did not implement appropriate information technology controls – As at November 30, 2022, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. | |
| 4. | The Company lacks segregation of duties. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 31, 2022 based on criteria established in Internal Control- Integrated Framework issued by COSO.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended November 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officer's and director's and their respective ages are as follows:
| Name | Age | Positions |
| Ioanna Kallidou | 29 | President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director |
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
IOANNA KALLIDOU
Ioanna Kallidou has acted as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary, and sole member of our board of directors since our incorporation on June 12, 2018. She is a graduate of the University of Nicosia with bachelor’s degree of Business Administration: Management and distance Learned of Management Information Systems courses under the University of Nicosia. Since April 2016 to the incorporation date (April 2016-June 2018), Ms. Kallidou has been a junior software engineer at Crowares Inc.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, and she does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.
In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding to our director's business and personal activities and relationships as they may relate to our management and us.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Item 11. Executive Compensation
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years November 30, 2022 and 2021:
|
Name and Principal Position |
Period |
Salary ($) |
Bonus ($) |
Stock Awards ($)* |
Option Awards ($)* |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) |
| Ioanna Kallidou, President | 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2022 | 35,000 | 14,000 | 0 | 0 | 0 | 0 | 0 | 49,000 |
Our sole officer and director has not received monetary compensation since our inception to the date of this prospectus.
EMPLOYMENT AGREEMENTS
The Company has one (1) employee: Ioanna Kallidou, who is the President and Chief Executive Officer at INKY INC. There is an employment agreement with Ms. Kallidou. Compensation for her service is subject to approval by Board of Directors and may be assigned from time to time.
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DIRECTOR COMPENSATION
The following table sets forth director compensation as of November 30, 2022 and 2021:
| Name | Period |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Opinion Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($)
|
Total ($) |
| Ioanna Kallidou, President | 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 7,105,357 shares of our common stock issued and outstanding as of the date of this prospectus. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our common stock.
|
Title of class
|
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Common Stock |
|
Common Stock
|
Ioanna Kallidou |
4,000,000 |
78.55% |
Item 13. Certain Relationships and Related Transactions
Ms. Kallidou is considered to be a promoter, and currently is the only promoter, of Inky, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
On November 29, 2018 the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.
As of November 30, 2022, our sole director has loaned to the Company $72,774. The loan does not have any term, carries no interest and is not secured.
Item 14. Principal Accountant Fees and Services
The following table sets forth the fees billed to our company for the years ended November 30, 2022 and 2021 for professional services rendered by Heaton & Company, PLLC, the independent auditor:
| Fees | 2021 | 2021 | ||||
| Audit Fees | $ | 9,750 | $ | 8,750 | ||
| Audit Related Fees | - | - | ||||
| Tax Fees | - | - | ||||
| Other Fees | - | - | ||||
| Total Fees | $ | 9,750 | $ | 8,750 |
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PART IV
Item 15. Exhibits
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: March 15, 2023 | By: | /s/ Ioanna Kallidou |
|
Ioanna Kallidou Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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