UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

U.S.QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

ACT OF 1934


Mark One

[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended October 31, 2017April 30, 2020


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934or


[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _________________


Commission File No. 333-192,8508Number333-198808



LEPOTA INC.
(Exact name of registrant as specified in its charter)


Lepota Inc.

(Exact name of registrant as specified in its charter)

Nevada

47-1549749
(State or Other Jurisdictionother jurisdiction of Incorporation
incorporation or Organization)

organization)

5999

(Primary Standard Industrial Classification Number)

EIN 47-1549749

 (IRS(I.R.S. Employer


Identification Number)

No.)



5348 Vegas Dr.

Las Vegas, NV 89108

+7918 553 90 95




 (Address and telephone number

Room 1906, Zhongzhou Building,

No. 3088, Jintian Road, Futian District,

Shenzhen City, Guangdong Province

People’s Republic of China

518000
(Address of principal executive offices)(Zip Code)

+86 0755 8325-7679

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/A

Indicate by checkmarkcheck mark whether the issuer: (880)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 pastpreceding 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 pastlast 90 days. Yes [X ]   No[[X] No [  ]



1 | Page



Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined inhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of the Securities Act. Yes [ ] No [X]


Indicate by check mark if the registrant is not required to file  reports  pursuant to Section 13 or Section 15(d)Regulation S-T (§232.405 of the Act. Yes [ ] No [X]


Indicate by check mark whether the registrant (880) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934this chapter) during the preceding 12 months (or for such shorter period that the registrant asregistration statement was required to filesubmit such reports), and (2) has been subject to such filing requirements for the past 90 days.files). Yes [X] No [  ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, smaller reporting company, or an emerging growth company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]                        
Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ]Smaller reporting company[X]
Emerging growth company[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Non-accelerated filer [ ]                          Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [  ]


AsIndicate the number of February 21,2018,shares outstanding of each of the registrant had 5,970,000 sharesregistrant’s classes of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of February 21, 2018.the latest practicable date: 7,430,000 shares as of June 16, 2020.

 



2 | PageTABLE OF CONTENTS



 

PART I - FINANCIAL INFORMATION

PART 1   

FINANCIAL INFORMATION

Item 1

1.

Financial Statements (Unaudited)

4

3

   Balance Sheets

4

   Statements of Operations

5

   Statements of Cash Flows

6

   Notes to Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

13

14

Item 4.

Controls and Procedures

13

14

PART II.

OTHER INFORMATION

Item 1   PART II - OTHER INFORMATION

Legal Proceedings

14

Item 1.Legal Proceedings15
Item 1A.Risk Factors15
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

15

Item 3   

3.

Defaults Upon Senior Securities

14

15

Item 4      

Mine safety disclosures

14

Item 5  

4.

Other Information

Mine Safety Disclosures

14

15

Item 6      

Exhibits

14

Item 5.Other Information15
Item 6.Exhibits15
SIGNATURES16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2020

TABLE OF CONTENTS

 

Signatures

Page

15

Balance Sheets4
Statements of Operations5
Statements of Shareholders’ Equity6
Statements of Cash Flows7
Notes to the Financial Statements8




3 | LEPOTA INC.Page


Balance sheets


AS OF APRIL 30, 2020, AND JULY 31, 2019


  April 30, 2020  July 31, 2019 
  (Unaudited)  (Audited) 
ASSETS        
Current Assets        
         
Cash and cash equivalents $-  $2,334 
Total Current Assets  -   2,334 
Total Assets $-  $2,334 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Liabilities        
Current Liabilities        
Loan from director $-  $5,475 
Others payable  11,616   - 
Related party loans  -   4,210 
Total Current Liabilities  11,616   9,685 
Total Liabilities $11,616  $9,685 
         
COMMITMENTS AND CONTINGENCIES        
         
Stockholder’s Equity        
Common stock, par value $0.001; 500,000,000 shares authorized; 7,430,000 shares issued and outstanding as of 4/30/2020 and 7/31/2019 $7,430  $7,430 
Additional paid in capital  36,702   21,870 
Accumulated deficit  (55,748)  (36,650)
Total Stockholder’s Deficit $(11,616) $(6,889)
         
Total Liabilities and Stockholder’s Deficit $-  $2,334 


Accompanying notes are an integral part of these unaudited condensed financial statements

LEPOTA INC.

CONDENSED BALANCE SHEETS

(unaudited)



ASSETS

October 31,

2017

July 31,

2017

Current Assets

 

 

Cash and cash equivalents

$          4,931 

$         7,781 

 

 

 

Total Current Assets

$          4,931 

$         7,781 

Total Assets

$          4,931 

$         7,781 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Liabilities

 

 

Current Liabilities

 

 

Loan from director

$ 5,475

$ 5,475

Checking/Savings account (overdraft)

-

-

Related party loans

4,210

4,210

Deferred Revenue

-

-

 

 

 

Total Liabilities

$         9,685 

$        9,685 


Commitments and contingencies

 

 

Stockholders’ Equity

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 5,970,000 shares issued and outstanding respectively;

 5,970 

 5,970 

Additional Paid-in Capital

8,730

8,730

Accumulated deficit

 (19,454)

 (16,604)

Total Stockholders’ Equity

 (4,754) 

 (1,904) 

 

 

 

Total Liabilities and Stockholders’ Equity

$        4,931  

$       7,781  




















See accompanying notes to financial statements.




4 | Page


Statements of operations


THREE AND NINE MONTHS PERIODS ENDED APRIL 30, 2020 AND 2019


(Unaudited)

  Three Months Ended
April 30,
  Nine Months Ended
April 30,
 
  2020  2019  2020  2019 
REVENUES $-  $-  $-  $- 
                 
OPERATING EXPENSES                
                 
General and Administrative Expenses  11,616   2,416   19,098   7,484 
                 
TOTAL OPERATING EXPENSES  11,616   2,416   19,098   7,484 
                 
LOSS BEFORE INCOME TAX  (11,616)  (2,416)  (19,098)  (7,484)
                 
PROVISION FOR INCOME TAXES  -   -   -   - 
                 
NET LOSS $(11,616) $(2,416)  (19,098) $(7,484)
                 
NET LOSS PER SHARE: BASIC AND DILUTED  (0.00)  (0.00)  (0.00)  (0.00)
                 
Weighted average number of common shares outstanding – Basic and diluted  7,430,000   7,430,000   7,430,000   7,430,000 

Accompanying notes are an integral part of these unaudited condensed financial statements

LEPOTA INC.

STATEMENTS OF OPERATIONS

(unaudited)



 

Three months ended

October 31, 2017

Three months ended

 October 31, 2016

 

 

 

REVENUES (Consulting Services)

 $                        -

 $           5,730

 

 

 

OPERATING EXPENSES

 

 

General and Administrative Expenses

  2,850 

  6,610 

 

 

 

TOTAL OPERATING EXPENSES

  2,850 

  6,610 

 

 

 

NET LOSS FROM OPERATIONS

 (2,850)

  (880)

 

 

 

PROVISION FOR INCOME TAXES

  - 

  - 

 

 

 

NET LOSS

 $               (2,850)

 $            (880)

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 $               (0.00)*

 $         (0.00)*

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

  

5,249,972

  5,249,972










*denotes a loss of less than $(0.01) per share.






See accompanying notes to financial statements.




5 | Page


Statements of stockholders’ equity


FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2020 AND 2019


(Unaudited)


  Common Stock  Additional Paid-in  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  Deficit  Equity 
Balance, July 31, 2018  6,090,000  $6,090  $9,810  $(26,706) $(10,806)
Shares issued for cash at $0.001 per share as of October 31, 2018  1,340,000   1,340   12,060   -   13,400 
Net loss for the quarter ended October 31, 2018  -   -   -   (4,978)  (4,978)
Balance, October 31, 2018  7,430,000  $7,430  $21,870  $(29,184) $(116)
Net loss for the quarter ended January 31, 2019  -   -   -   (2,590)  (2,590)
Balance, January 31, 2019  7,430,000  $7,430  $21,870  $(31,774) $(2,474)
Net loss for the quarter ended April 30, 2019  -   -   -   (2,416)  (2,416)
Balance, April 30, 2019  7,430,000  $7,430  $21,870  $(34,190) $(4,890)
Net loss for the quarter ended July 31, 2019  

-

   

-

   

-

   

(2,460

)  

(2,460

)
Balance, July 31, 2019  7,430,000  $7,430  $21,870  $(36,650) $(7,350)
Net loss for the period quarter ended October 31, 2019  -   -   -   (4,662)  (4,662)
Balance, October 31, 2019  7,430,000  $7,430  $21,870  $(41,312) $(12,012)
Net loss for the period quarter ended January 31, 2020  -   -   -   (2,820)  (2,820)
Balance, January 31, 2020  7,430,000  $7,430  $21,870  $(44,132) $(14,832)
Asset and liabilities discharged by ex-shareholders  -   -   14,832   -   14,832 
Net loss for the period quarter ended April 30, 2020  -   -   -   (11,616)  (11,616)
Balance, April 30, 2020  7,430000  $7,430  $36,702  $(55,748) $(11,616)


Accompanying notes are an integral part of these unaudited condensed financial statements

LEPOTA INC.

STATEMENTS OF CASH FLOWS

(unaudited)



 

Three months ended October 31, 2017

Three months ended October 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net income (loss) for the period

 $                   (2,850)

 $              (880)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

 

Changes in assets and liabilities:

 

 

Increase (decrease) in accounts payable

  -

  -

Deferred Revenue

-

(1,730)

CASH FLOWS USED IN OPERATING ACTIVITIES

  (2,850)

  (2,610)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 


Loan from Director

  

$                          -   

  

$              (50)   

Capital Stock

-

3,500

 

 

 

CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES

                            -  3,742

                  3,450  3,742

 

 

 

NET INCREASE IN CASH

$                  (2,850)

$                 840

Cash, beginning of period

7,781

3,837

Cash, end of period

$                     4,931

$              4,677

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

$

 $ - 

Income taxes paid

$

 $ - 







See accompanying notes to financial statements.








6 | Page


Statements of cash flows


NINE MONTHS PERIODS ENDED APIRL 30, 2020 AND 2019

(Unaudited)

  Nine months ended April 30 
  2020  2019 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss for the period $(19,098) $(7,484)
         
Adjustments to reconcile net loss to net cash (used in) operating activities:        
Subscription receivable  -   (2,500)
Increase in operating payable  11,616   - 
CASH FLOWS USED IN OPERATING ACTIVITIES $(7,482) $(9,984)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from Sale of common stock  -  $13,400 
Advanced from Director $5,148   - 
         
CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES $5,148  $13,400 
         
NET INCREASE IN CASH $(2,334) $3,416 
Cash, beginning of period $2,334  $1,379 
Cash, end of period $-  $4,795 
         
SUPPLEMENT CASH FLOW INFORMATION:        
         
Interest paid $-  $- 
Income taxes paid
 $-  $- 

Accompanying notes are an integral part of these unaudited condensed financial statements

LEPOTA INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2017April 30, 2020

(UNAUDITED)


NOTENote 1 – ORGANIZATION AND NATURE OF BUSINESS


Lepota Inc. (the "Company"“Company” or “Lepota”) was incorporated under the laws of the State of Nevada on December 9, 2013.


Our primaryformer business is inwas the import and marketing of cosmetics into the Russian Federation and distribution of the products through shops and drugstores.Federation. We have concluded agreements with InterBeauty, LLC and South Distribution Company for distribution of the products.are currently a shell company seeking acquisition opportunities. Company’s contact address is 5348 Vegas Dr. Las Vegas, NV 89108.Room 1906, Zhongzhou Building, No. 3088, Jintian Road, Futian District, Shenzhen City, Guangdong Province, People’s Republic of China.

On February 18, 2020, as a result of a private transaction, 5,000,000 shares of common stock (the “Shares”) of Lepota Inc. (the “Company”), have been transferred from Rene Lawrence to the Purchasers listed on Exhibit 99.2 of the Company Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2020 and which is incorporated herein by reference (the “Purchasers”), with the Company’s current CEO, Mr. Zhao Lixin, becoming a 53.8% holder of the voting rights of the Company, and the Purchasers becoming the controlling shareholders. The consideration paid for the Shares, which represent 67.3% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $257,160. The source of the cash consideration for the Shares was personal funds of the Purchasers. In connection with the transaction, Iurii Iurtaev, the Director and an officer of the Company, and Rene Lawrence, Secretary of the Company, released the Company from all debts owed.

There are no arrangements or understandings among members of both the former and new control persons, officers, directors, and their associates with respect to the election of directors of the Company or other matters.

Upon the change of control of the Company, which occurred on February 18, 2020, the existing director and officers resigned immediately. Accordingly, Iurii Iurtaev, serving as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and as a Member of the Board of Directors, ceased to be the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director. Rene Lawrence, serving as the Secretary, ceased to be the Company’s Secretary. At the effective date of the transfer, Zhao Lixin has consented to act as the new President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

The Company is currently considered a “shell company” pursuant to SEC Rule 12b-2 adopted under the Securities Exchange Act of 1934, as amended (“Exchange Act”), because it has no or nominal assets (other than cash) and no or nominal operations. Management has undertaken steps to have the Company’s common stock traded on the OTC market. The market is illiquid, there has been no trading of any significance and there can be no assurance that a trading market of any significance will develop or that there will be any depth to any such market that may develop. Management does not intend to undertake any significant efforts to cause a market to develop in our securities until we have successfully concluded a business combination. The Company is subject to the periodic reporting requirements of the Exchange Act under Section 15(d) as a result of its registration statement on Form S-1 being declared effective by the SEC and intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”), and the Company’s fiscal year end is July 31.



NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In June 2014,February 2017, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”.ASU 2017-02, “Leases” (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The amendments in this update removenew guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a development stage entity fromlease and expands the Master Glossarydisclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning January 1, 2020. Early adoption is permitted. There is no impact to the Company.

Basis of presentation

The accompanying financial statements of the ASC thereby removingCompany have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all the information and notes required by GAAP for complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial reporting distinction between development stage entitiesposition, results of operations, and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively.  The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements for the Company.



Basisinterim periods presented. Interim results are not necessarily indicative of Presentation

results for a full year. The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.US GAAP. The Company has elected a July 31 fiscal year end.




Fair Value of Financial Instruments

In accordance with ASC 820, the Company’s financial instruments consist of cash and cash equivalents and amounts due to related parties. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.



Income Taxes

The Company accounts for income taxes under the asset/liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.


In OctoberJanuary 31, 2017,2020, the FASB issued ASC 740, “Accounting“Accounting for Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest



7 | Page



and penalties. Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. ASC 740 became effective for the Company as of October 1, 2008 and had no material impact on the Company’s financial statements.


The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.



Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principlesUS GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Related party balances and transactions

A related party is generally defined as:

(i) any person that holds the Company’s securities including such person’s immediate families,

(ii) the Company’s management,

(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

(iv) anyone who can significantly influence the financial and operating decisions of the Company.

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Revenue Recognition

The Company recognizes revenue whenin accordance with FASB ASC Topic 605, “Revenue Recognition” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are fullyprovided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or services haveis subject to refund until such time that the Company and the customer jointly determine that the product has been provided and collection is reasonably assured.delivered or no refund will be required. As of April 30, 2020 , the Company has not generated any revenue.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.



Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2017.April 30, 2020.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.


Recent Accounting Pronouncements

Lepota Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.



8 | Page



The results for the threenine months ended October 31, 2017April 30, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2017,2020, filed with the Securities and Exchange Commission.SEC. In the opinion of management all adjustments necessary for a fair statement of the results for the interim periods have been made, and a statement that all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments.


NOTE 3 – GOING CONCERN


The Company'sCompany’s net loss from continuing operations was $19,098 for nine months ended April 30, 2020. The Company had a total stockholder’s deficit $11,616 as April 30, 2020.

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of AmericaUS GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management'sManagement’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing mergers with existing operating companies. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.




NOTE 4 – DIRECTOR’S LOANCOMMON STOCK

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


As of October 31, 2017, the Company had a loan outstanding with the Company’s sole director in the amount of $ 5,475. The loan is non-interest bearing, due upon demand and unsecured. 


NOTE 5 – RELATED PARTY TRANSACTIONS


 As of October 31, 2017 Company had loan outstanding owing $4,210 to the president of the company IURII IURTAEV.




NOTE 6 – COMMON STOCK


The Company has 75,000,000, $0.001 par value500,000,000 shares of common stock authorized.




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The Company issued 5,000,000 common shares atauthorized, $0.001 par value of $0.001 to our director, IURII IURTAEV, for a total price of $5,000.per share.


As of July 31, 2016 there were 240,000 shares2019, the Company had issued and outstanding 7,430,000 of common stock issued at $0.01 per share for a total price of $2,400.shares.


The company issued 50,000 additional shares at $0.01 to a shareholder Vesna Pujic as per Stock Subscription Receivable on July 15, 2016. The amount of $500 as per Stock Subscription Receivable was collected by the company as of October 31, 2017.


During the quarter ended January 31, 2017, the company issued 680,000 common shares at $0.01 for a total price of $6,800.



As of October 31, 2017,April 30, 2020, there were total of 5,970,0007,430,000 shares of common stock issued and outstanding.

All shares were issued for cash.



NOTE 75 – COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leasesdoes not own or lease any real or personal property. An officer of the Company has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

The Company was not subject to any legal proceedings during the period from December 9, 2013 to October 31, 2017April 30, 2020 and no proceedings are threatened or pending to the best of our knowledge and belief.




NOTE 86 – INCOME TAXES


As of October 31, 2017,April 30, 2020, the Company had net operating loss carry forwards of approximately $19,454$55,748 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may ariseNo provision for income taxes has been made as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowancehad no taxable income for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:three and nine months ended April 30, 2020 and 2019.

 

 

October 31,

2017

October 31,

2016

Federal income tax benefit attributable to:

 

 

Current Operations

$             969

$             299

Less: valuation allowance

(969)

(299)

Net provision for Federal income taxes

$                    0

$                    0


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:






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October 31,

2017

October 31,

2016

Deferred tax asset attributable to:

 

 

Net operating loss carryover

$             4,085

$             3,487

Less: valuation allowance

(4,085)

(3,487)

Net deferred tax asset

$                    0

$                    0


Due to the change in ownership provisions of the Tax Reform Act of 1986 , net operating loss carry forwards of approximately $19,454 $55,748 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.



NOTE 7 – SUBSEQUENT EVENTS


NOTE 9 – COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation forIn accordance with ASC 855-10 we have analyzed our operations subsequent April 30, 2020 to the officer to continue this arrangement.  Such costs are immaterial todate that the financial statements were issued and accordingly arehave determined that we do not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.have any material subsequent events to disclose.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

NOTE 10 – SUBSEQUENT EVENTS


FORWARD-LOOKING STATEMENTS

In accordance with ASC 855-10

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future acquisition or merger targets, business strategies, macro-economic and sector-specific trends, future cash flows, financing plans, plans and objectives of management and any other statements which are not statements of historical facts.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, inability to successfully conclude acquisitions of target companies or assets which are reasonably capable of generating positive cash flow in the near future, legal and regulatory changes in the jurisdictions in which we operate, volatility or decline in our stock price, potential fluctuation of our quarterly and annual financial and operational results, rapid adverse changes in markets, decline in demand for our goods and services, insufficient revenues to cover our operating costs and such other factors as discussed throughout this Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Employees and Employment Agreements

At present, we have analyzedno employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We intend to raise additional capital through, among other things, the sale of equity or debt securities.

Three- and Nine-Month Period Ended April 30, 2020 and 2019

Our net loss for the three months periods ended April 30, 2020 and April 30, 2019 were $11,616 and $2,416, respectively.

Our net loss for the nine months periods ended April 30, 2020 and 2019 and 19,098 and 7,484, respectively. During the three- and nine-month periods ended April 30, 2020 and 2019 we have not generated any revenue.

The weighted average number of shares outstanding was 7,430,000 for the three months ended April 2020 and 2019; and, 7,430,000 for the nine-month periods ended April 30, 2020 and 2019.

Liquidity and Capital Resources

As at April 30, 2020, our total assets were $0. As at April 30, 2020 our current liabilities were $11,616. Stockholders’ deficit was $11,616 is of April 30, 2020.

Cash Flow from Operating Activities

We have not generated positive cash flows from operating activities. For the nine-month period ended April 30, 2020, net cash flows used in operating activities was $7,482 . For the nine-month period ended April 30, 2019, net cash flows used in operating activities was $9,984.

Cash Flow from Investing Activities

We have not generated cash flows from investing activities for the nine-month period ended April 30, 2020 and 2019.

Cash Flow from Financing Activities

We generated cash flows from financing activities for the nine-month period ended April 30, 2020 in the amount of $5,148, from an advance from our director. We generated cash flows from financing activities for the nine-month period ended April 30, 2019 in the amount of $13,400, from the issuance of common stock. 

Limited Operating History; Need for Additional Capital

We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in supplies and services.

If we are unable to meet our needs for cash from either our operations, subsequentor possible alternative sources, then we may be unable to February 5, 2018continue, develop, or expand our operations.

Plan of Operation and Funding

We expect that our working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date that the financial statements were issued and have determined thatof filing this Quarterly Report on Form 10-Q, we do not have any material subsequent eventsoff-balance sheet arrangements that have or are reasonably likely to disclose.





FORWARD LOOKING STATEMENTS


Statements madehave a current or future effect on our financial condition, changes in this Form 10-Qfinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

Our April 30, 2020 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not historical or current factsrequired to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are "forward-looking statements" made pursuantdesigned to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E ofensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934. These statements often can be identified by1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," ortime periods specified in the negative thereof. We intendSecurities and Exchange Commission’s rules and forms, and that such forward-looking statements be subjectinformation is accumulated and communicated to our management, including our president (our principal executive officer and principal financial officer) to allow for timely decisions regarding required disclosure.

As of the safe harbors for such statements. We wish to caution readersend of the quarter covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Our management’s communication with staff and outside professional advisors is a source of substantial concern and risk, and considering all components of our assessment, our president (our principal executive officer and principal financial officer) concluded that our disclosure controls and procedures were not to place undue reliance on any such forward-looking statements, which speak onlyeffective as of the date made. Any forward-looking statements represent management's best judgmentend of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2020, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to what may occur inour interest.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the future. However, forward-looking statements are subjectinformation required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit

Number

Description
31.1*Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.
**Deemed furnished and not filed.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances afterbe signed on its behalf by the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


undersigned, thereunto duly authorized.


Lepota Inc.
(Registrant)
Dated: June 16, 2020/s/ Zhao Lixin
Zhao Lixin
President, Chief Executive Officer and Director
(Principal Executive Officer)


16







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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION




EMPLOYEES AND EMPLOYMENT AGREEMENTS


At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.



Results of Operation


Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three Months Period Ended October 31, 2017 and 2016


Our net loss for the three months periods ended October 31, 2017 and 2016 were $2,850 and $880. During the three months period ended October 31, 2016 we have generated $5,730 in revenue from consulting services and during the three months period ended October 31, 2017 we have not generated any revenue.  



The weighted average number of shares outstanding was 5,249,972 for the three months periods ended October 31, 2017 and 2016.



Liquidity and Capital Resources


Three Months Period Ended October 31, 2017  


As at October 31, 2017, our total assets were $4,931. Total assets were comprised of $4,931 in cash and cash equivalents.  As at October 31, 2017 our current liabilities were $9,685. Stockholders’ equity was $(4,754) as of October 31, 2017.   



Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the three months period ended October 31, 2017, net cash flows used in operating activities was $(2,85). For the three months period ended October 31, 2016, net cash flows used in operating activities was $(880).


Cash Flows from Investing Activities




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We have not generated cash flows from investing activities for the period nine months ended October 31, 2017 and 2016.

Cash Flows from Financing Activities

We have generated $3,450 cash flows from financing activities for the period three months ended October 31, 2016.  For the three months period ended October 31, 2017, net cash flows used in financing activities was $0.


Plan of Operation and Funding


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.


Off-Balance Sheet Arrangements


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Going Concern


The independent auditors' review report accompanying our October 31, 2016 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


No report required.



ITEM 4. CONTROLS AND PROCEDURES




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Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2017. 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended October 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.



ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.



ITEM 5. OTHER INFORMATION


No report required.


ITEM 6. EXHIBITS




14 | Page



Exhibits:



31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.



SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Lepota Inc.

Dated: February 22, 2018

By: /s/ IURII IURTAEV

IURII IURTAEV
, President and Chief Executive Officer and Chief Financial Officer





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