MTWO 10-K
M2i Global, Inc. (MTWO)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
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 | ||
| N/a | N/a | N/a | ||
| 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 second fiscal
quarter: $
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of February 28, 2022.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Description of Business. | 4 |
| Item 1A. | Risk Factors. | 6 |
| Item 1B. | Unresolved Staff Comments. | 6 |
| Item 2 | Properties. | 6 |
| Item 3. | Legal proceedings. | 7 |
| Item 4. | Mine Safety Disclosures. | 7 |
| PART II | ||
| Item 5. | Market for Common Equity and Related Stockholder Matters. | 7 |
| Item 6. | Selected Financial Data. | 8 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 8 |
| Item 8. | Financial Statements and Supplementary Data. | 8 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 18 |
| Item 9A. | Controls and Procedures | 18 |
| Item 9B. | Other Information. | 19 |
| PART III | ||
| Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 19 |
| Item 11. | Executive Compensation. | 20 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 20 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 21 |
| Item 14. | Principal Accounting Fees and Services. | 21 |
| PART IV | ||
| Item 15. | Exhibits | 21 |
| Signatures | 22 | |
3
PART I
Item 1. Description of Business
DESCRIPTION OF BUSINESS
Overview
Inky was incorporated in the State of Nevada on June 12, 2018. The Company (“we,” “us,” or the “Company”) is engaged in mobile applications development. Inky helps the User decide what and where they want to ink without having to get an actual tattoo. User simply utilizes Inky to have preview of a proposed tattoo. Then the tattoo technician utilizes the User phone’s camera to position and overlay the proposed tattoo. Users will be able to download our App through direct-to-consumer digital storefronts, such as the Apple App Store and Google Play Market.
We plan to generate revenue from sales, or downloads, of our App and from advertisements published on our ad supported app titles.
The member of our management has accumulated significant experience, knowledge and contacts across the key disciplines in the digital and mobile industries. This encompasses digital and social media sales, advertising, operations, and technology and product development and deployment. We expect to leverage management’s industry experience and contacts to our advantage.
Sales, Marketing and Distribution
We plan to market, sell and distribute our Inky Apps exclusively through Apple’s App Store and through the Google Play Store, the largest direct-to-consumer digital storefronts. We expect that a majority of our revenues will be derived from sales on the Apple App Store.
Competition
Developing and distributing Apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, technologies and storefronts. With respect to competing for consumers of our app, we will compete primarily on the basis of app quality, brand 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 edge for the time being and allow us to make quick decisions as to product development to take advantage of consumer preferences at a particular point in time.
With respect to our App, we compete with a continually increasing number of companies, including industry leaders such as Activision, DeNA, Electronic Arts (EA Mobile), Apploft, GREE, GungHo Online Entertainment, King Digital Entertainment, Nexon, Warner Brothers and Zynga and many well-funded private companies, including Kabam, Machine Zone, Rovio, Storm 8/Team Lava and Supercell. We could also face increased competition if large companies with significant online presences such as Apple, Google, Amazon, Facebook or Yahoo, choose to enter or expand in the apps space or develop competing apps. One of the main competitors is the InkHunter, whose prototype application is similar to ours. But we believe we are also a good competitor.
4
In addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies and individuals in all of our segments who are able to create and launch Apps and other content for these devices using relatively limited resources and with relatively limited start-up time or expertise.
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 of 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.
5
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.
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, 2021, the Company had 5,092,023 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.
6
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, 2020, the Company issued 654,200 shares of common stock for cash proceeds of $19,626 at $0.03 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.
There were 5,092,023 shares of common stock issued and outstanding as of November 30, 2021.
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, 2021 and 2020:
Revenue
During the years ended November 30, 2021, and 2020, we have not generated any revenues.
Operating expenses
Total operating expenses for the years ended November 30, 2021 and 2020 were $17,837 and $19,195. The operating expenses for the years ended November 30, 2021 and 2020 included Audit Fees of $6,750 and $17,000; Bank Service Charges of $282 and $400; Professional Fees of $805 and $420; Legal of $0 and $1,375; DTC Fees of $10,000 and $0.
Net Loss
Our net loss for the years ended November 30, 2021, and 2020, was $17,837 and $19,195, respectively.
Liquidity and Capital Resources and Cash Requirements
As of November 30, 2021, the Company had cash of $114 ($11,312 as of November 30, 2020). Furthermore, the Company had a working capital deficit of $20,557 ($15,854 as of November 30, 2020).
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, 2020, the Company used $19,574 of cash in operating activities due to its net loss $19,195 and increase in Prepaid Expenses of $379.
7
During the year ended November 30, 2021, the Company generated $23,983 ($30,495 as of November 30, 2020) of cash in financing activities which came from related-party loan of $10,849 ($10,869 as of November 30, 2020) and proceeds from sale of common stock of $13,134 ($19,626 as of November 30, 2020).
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
8
INKY
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Page | ||
| Report of Independent Registered Public Accounting Firm ( PCAOB ID: |
10 | |
| Balance Sheets as of November 30, 2021 and 2020 | 11 | |
| Statements of Operations for the years ended November 30, 2021 and 2020 |
12
| |
| Statements of Changes in Stockholders’ Deficit as of November 30, 2021 and 2020 | 13 | |
| Statements of Cash Flows for the years ended November 30, 2021 and 2020 | 14 | |
| Notes to the Audited Financial Statements | 15 |
9
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, 2021 and 2020, 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, 2021 and 2020, 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.
(a dba of Heaton & Company, PLLC)
February 11, 2022
10
INKY
BALANCE SHEETS
| As of November 30, 2021 | As of November 30, 2020 | |||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalent | $ | $ | ||
| Prepaid expenses | ||||
| Total Current Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| LIABILITIES | ||||
| Current Liabilities | ||||
| Accounts payable | ||||
| 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, 2021 and 2020, 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.
11
INKY
STATEMENTS OF OPERATIONS
|
For the year ended November 30, 2021 |
For the year ended November 30, 2020 | |||
| 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.
12
INKY
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the years ended November 30, 2021 and 2020
|
|
Common stock | Additional paid-in capital |
Accumulated deficit |
Total stockholders’ deficit | ||||||
| Shares | Amount | |||||||||
| Balance, November 30, 2019 | $ | 4,000 | $ | $ | ( |
$ | ( | |||
| Issuance of common stock | ||||||||||
| Net income (loss) | — | ( |
( | |||||||
| Balance, November 30, 2020 | $ | 4,654 | $ | $ | ( |
$ | ( | |||
| Issuance of common stock for cash | ||||||||||
| Net income (loss) | — | ( |
( | |||||||
| Balance, November 30, 2021 | $ | 5,092 | $ | $ | ( |
$ | ( | |||
The accompanying notes are an integral part of these financial statements.
13
INKY
STATEMENTS OF CASH FLOWS
| November 30, 2021 | November 30, 2020 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net (loss) | $ | ( |
$ | ( |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Prepaid expenses | ( |
( | ||
| Accounts payable | ||||
| Net cash flows used in operating activities | ( |
( | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from sale of common stock | ||||
| Related-party loan | ||||
| Net cash flows provided by financing activities | $ | $ | ||
| NET INCRESE (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 | $ | $ | ||
The accompanying notes are an integral part of these financial statements.
14
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2021 AND 2020
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 no revenues and incurred losses as of November 30, 2021. 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.
At this time any results of financial impact of the COVID-19 pandemic cannot be reasonably estimated now but it may have a material adverse impact on our business, financial condition and results of operations.
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.
15
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2021 AND 2020
Note 3 — Summary of Significant Accounting Policies (cont.)
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, 2021 and 2020, 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 $114 of cash and cash equivalents as of November 30, 2021 ($11,312 as of November 30, 2020).
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, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2021, and November 30, 2020, 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.
16
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2021 AND 2020
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 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.
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, 2020, the Company issued 654,200 shares of common stock for cash proceeds of $19,626 at $0.03 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.
There were 5,092,023 and 4,654,200 shares of common stock issued and outstanding as of November 30, 2021, and 2020, respectively.
Note 5 — Related Party Transactions
During the year ended November 30, 2020, the Company’s director loaned to the Company $10,869.
During the year ended November 30, 2021, the Company’s director loaned to the Company $10,849.
As of November 30, 2021, our sole director has loaned to the Company $38,394. This loan is unsecured, non-interest bearing and due on demand.
17
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2021 AND 2020
Note 6 — Prepaid Expenses
As of November 30, 2021, the prepaid balance was as follows:
As of November 30, 2021 | ||
| Application development | $ | |
| Prepaid business license fees | ||
| Total prepaid expenses | $ |
Note 7 – Income Tax Provision
Deferred Tax Assets
As of November 30, 2021, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $57,317. 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 $12,037 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 $12,037 and $8,291 as of November 30, 2021 and 2020, respectively.
Components of deferred tax assets are as follows:
|
For the Year Ended November 30, 2021 |
For the Year Ended November 30, 2020 | ||||||||
| 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 | $ | - | $ | - | |||||
18
INKY
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2021 AND 2020
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, 2021 | |||||
| Federal statutory income tax rate | 21 | % | |||
| Increase (reduction) in income tax provision resulting from: | |||||
| Net Operating Loss (NOL) carry-forward | (21) | % | |||
| Effective income tax rate | 0 | % | |||
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.
19
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, 2021. 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, 2021, 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, 2021, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
20
| 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, 2021, 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, 2021, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 31, 2021 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, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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 | 28 | President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director |
21
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 with regard 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.
22
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, 2021 and 2020:
|
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 | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Our sole officer and director has not received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to any officer or any member of our board of directors.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of November 30, 2021 and 2020:
| 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 | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2021 | 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.
23
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 5,092,023 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, 2021, Ioanna Kallidou has loaned us $38,394. The loan does not have any term, carries no interest and is not secured.
24
Item 14. Principal Accountant Fees and Services
The following table sets forth the fees billed to our company for the years ended November 30, 2021 and 2020 for professional services rendered by Heaton & Company, PLLC, the independent auditor, and KSP Group, Inc., the former independent auditor:
| Fees | 2021 | 2020 | ||||
| Audit Fees | $ | 8,750 | $ | 17,000 | ||
| Audit Related Fees | - | - | ||||
| Tax Fees | - | - | ||||
| Other Fees | - | - | ||||
| Total Fees | $ | 8,750 | $ | 17,000 |
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: February 28, 2022 | By: | /s/ Ioanna Kallidou |
|
Ioanna Kallidou Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
25