UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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| QUARTERLY REPORT | |
For the quarterly period ended November 30, 2021 | ||
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or | ||
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR | |
For the transition period from _____ to _____ |
COMMISSION FILE NO. 333-210573Commission File Number: 000-56314
GABBIT CORP.
(Exact name(Exact Name of registrantRegistrant as specifiedSpecified in its charter)Charter)
Nevada | 37-1790061 | |||
(State or
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9130 South Dadeland Blvd.Suite 1528Miami, FL | 33156 | |||||
(Address of principal executive offices) | (Zip code) |
1 888679 3350 |
(Registrant’s telephone number, including area code) |
Gymnasiumstrasse 19-21,
Vienna, Austria 1180
Tel. +43-720-816-770
(Address and telephone number of principal executive offices)
CheckIndicate by check mark whether the issuerregistrant: (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 lastpast 90 days.YES [] NO [X ]Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” andfiler”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer☒ | Smaller reporting company ☒ | |
Emerging growth company ☐ |
Large accelerated filer [ ]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. ☐
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]Yes ☐No☒
State the number of shares outstanding of eachSecurities registered pursuant to Section 12(b) of the issuer’s classes of common equity, asAct: None
Securities registered pursuant to Section 12(g) of the latest practicable date: 11,490,000 asAct:
Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
Common Stock, $0.001 par value | GBTT | OTC |
As of October 21, 2017.January 11, 2022, there were shares of the registrant’s common stock, $0.001 par value, outstanding.
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Gabbit Corp.
TABLE OF CONTENTS
| Part I. Financial Information | Page No. | |
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Item 1. |
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November 30, 2021 (Unaudited) and February 28, 2021 |
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Three Months and Nine Months Ended November 30, 2021 and 2020 (Unaudited) |
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Nine Months Ended November 30, 2021 and 2020 (Unaudited) |
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Nine Months Ended November 30, 2021 and 2020 (Unaudited) |
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Nine Months Ended November 30, 2021 and 2020 (Unaudited) |
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Item 3. |
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Item 4. | Controls and Procedures | 10 | |
Part II. Other Information | |||
Item 5. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 | |
Item 6. | Other Information | 11 | |
Item 7. | Exhibits | 11 | |
SIGNATURES | 12 |
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GABBIT CORP. BALANCE SHEETS (UNAUDITED) | |||||
| AUGUST 31, 2017 | FEBRUARY 28, 2017 | |||
ASSETS |
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Current Assets |
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| Cash | $ 0 | $ 32,464 | ||
| Total Current assets | 0 | 32,464 | ||
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Non- Current assets |
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Equipment | 3,965 | 2,157 | |||
| Total Non-Current Assets | 3,965 | 2,157 | ||
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Total Assets | $ 3,965 | $ 34,621 | |||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
Current Liabilities | |||||
| Loan from related parties | $ 3,842 | $ 1,692 | ||
| Deferred Revenue | 0 | 0 | ||
| Total current liabilities | 3,842 | 1,692 | ||
Total Liabilities | 3,842 | 1,692 | |||
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Stockholders’ Equity | |||||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 11,490,000 shares issued and outstanding | 11,490 | 11,490 | ||
| Additional paid-in-capital | 22,410 | 22,410 | ||
| Retained earnings (Deficit) | (33,777) | (971) | ||
Total Stockholders’ Equity | 123 | 32,929 | |||
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Total Liabilities and Stockholders’ Equity | $ 3,965 | $ 34,621 |
The accompanying notes are an integral part of these financial statements.
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GABBIT CORP. STATEMENTS OF OPERATIONS (UNAUDITED) | |||||
| Three months ended August 31, 2017 | Three months ended August 31, 2016 | Six months ended August 31, 2017 | Six months ended August 31, 2016 | |
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Revenue | $ - | $ - | $ 8,500 | $ 5,000 | |
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Operating expenses |
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General and administrative expenses | 38,000 | 1,417 | 41,306 | 6,584 | |
Net income (loss) from operations | (38,000) | (1,417) | (32,806) | (1,584) | |
Income ( Loss) before taxes | (38,000) | (1,417) | (32,806) | (1,584) | |
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Provision for taxes |
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Net income (loss) | $ (38,000) | $ (1,417) | $ (32,806) | $ (1,584) | |
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Loss per common share: Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 11,490,000 | 9,041,304 | 11,490,000 | 9,020,652 |
The
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PART I. FINANCIAL INFORMATION
Item 1. | Financial Statements. |
Gabbit Corp.
BALANCE SHEETS
November 30, 2021 (Unaudited) | February 28, 2021 | |||||||
Assets | ||||||||
Cash | $ | 0 | $ | 0 | ||||
Total Assets | $ | 0 | $ | 0 | ||||
Liabilities & Stockholders' Equity | ||||||||
Liabilities | ||||||||
Other liabilities | $ | 4,739 | $ | 4,739 | ||||
Due to related party | 21,738 | 7,466 | ||||||
Total liabilities | 26,477 | 12,205 | ||||||
Stockholders' Equity | ||||||||
Common stock, $ | par value shares authorized; shares issued and outstanding as of November 30, 2021 and February 28, 202111,490 | 11,490 | ||||||
Additional paid-in capital | 22,410 | 22,410 | ||||||
Accumulated deficit | (60,377 | ) | (46,105 | ) | ||||
Total Equity | (26,477 | ) | (12,205 | ) | ||||
Total Liabilities & Stockholders' Equity | $ | 0 | $ | 0 |
See accompanying notes are an integral part of theseto condensed financial statements.
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GABBIT CORP.
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Gabbit Corp.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Expenses | ||||||||||||||||
General and administration expenses | $ | 4,544 | $ | 300 | $ | 14,272 | $ | 1,650 | ||||||||
Loss from operations | (4,544 | ) | (300 | ) | (14,272 | ) | (1,650 | ) | ||||||||
Income tax expense | 0 | 0 | 0 | 0 | ||||||||||||
Net loss | $ | (4,544 | ) | (300 | ) | (14,272 | ) | (1,650 | ) | |||||||
Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 11,490,000 | 11,490,000 | 11,490,000 | 11,490,000 |
See accompanying notes to condensed financial statements.
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Gabbit Corp.
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Common Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Stockholders' Equity | ||||||||||||||||
Balance at March 1, 2020 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (44,155 | ) | $ | (10,255 | ) | |||||||||
Net loss | – | – | – | (400 | ) | (400 | ) | |||||||||||||
Balance at May 31, 2020 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (44,555 | ) | $ | (10,655 | ) | |||||||||
Net loss | – | – | – | (950 | ) | (950 | ) | |||||||||||||
Balance at August 31, 2020 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (45,505 | ) | $ | (11,605 | ) | |||||||||
Net loss | – | – | – | (300 | ) | (300 | ) | |||||||||||||
Balance at November 30, 2020 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (45,805 | ) | $ | (11,905 | ) |
Balance at March 1, 2021 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (46,105 | ) | $ | (12,205 | ) | |||||||||
Net loss | – | – | – | (300 | ) | (300 | ) | |||||||||||||
Balance at May 31, 2021 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (46,405 | ) | $ | (12,505 | ) | |||||||||
Net loss | – | – | – | (9,428 | ) | (9,428 | ) | |||||||||||||
Balance at August 31, 2021 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (55,833 | ) | $ | (21,933 | ) | |||||||||
Net loss | – | – | – | (4,544 | ) | (4,544 | ) | |||||||||||||
Balance at November 30, 2021 | 11,490,000 | $ | 11,490 | $ | 22,410 | $ | (60,377 | ) | $ | (26,477 | ) |
See accompanying notes to condensed financial statements.
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Gabbit Corp.
STATEMENTS OF CASH FLOWS
(UNAUDITED)(Unaudited)
Nine Months Ended | ||||||||
November 30, 2021 | November 30, 2020 | |||||||
Cash flow from operating activities: | ||||||||
Net Loss | $ | (14,272 | ) | $ | (1,650 | ) | ||
Net cash used in operating activities | (14,272 | ) | (1,650 | ) | ||||
Cash flow from financing activities: | ||||||||
Related party loan | 14,272 | 1,650 | ||||||
Net cash provided by financing activities | 14,272 | 1,650 | ||||||
Net change in cash | 0 | 0 | ||||||
Cash at beginning of period | 0 | 0 | ||||||
Cash at end of period | $ | 0 | $ | 0 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 0 | $ | 0 | ||||
Cash paid for taxes | $ | 0 | $ | 0 |
| Six months ended August 31, 2017 | Six Months Ended August 31, 2016 | |
Operating Activities |
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| Net income (loss) | $ (32,806) | $ (1,584) |
| Deferred Revenue | - | (2,500) |
| Amortization | 692 | 334 |
| Net cash provided (used in) operating activities | (32,114) | (3,750) |
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Investing Activities |
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| Equipment | $ (2,500) | $ - |
| Net cash used in investing activities | (2,500) | - |
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Financing Activities |
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| Proceeds from sale of common stock | - | 1,800 |
| Proceeds from loan from shareholder | 2,150 | - |
| Net cash provided by financing activities | 2,150 | 1,800 |
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Net increase in cash and equivalents | (32,464) | (1,950) | |
Cash and equivalents at beginning of the period | 32,464 | 9,493 | |
Cash and equivalents at end of the period | 0 | $ 7,543 | |
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ - | $ - |
| Taxes | $ - | $ - |
TheSee accompanying notes are an integral part of theseto condensed financial statements.
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GABBIT CORP.
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Gabbit Corp.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIXNINE MONTHS ENDED AUGUST 31, 2017 AND 2016NOVEMBER 30, 2021
(UNAUDITED)
NOTE
Note 1 – ORGANIZATION AND BASIS OF PRESENTATIONOrganization and Basis of Presentation
GABBIT CORP.Organization and Basis of Presentation
Gabbit Corp. (the “Company”) is a corporation establishedincorporated under the corporation laws inof the State of Nevada on August 16, 2015.
The Company commencesplans to develop operations as a Bitcoin “miner”, which is a company that allocates computational resources to support and secure the Bitcoin blockchain, and in the business of providing individual and group extremal tour to Austrian Alps.doing so earn Bitcoin.
The Company has adopted February 28 fiscal year end.
Basis of Presentation
Theaccompanying financial statements are prepared on the basis of the Company have been prepared in accordance withaccounting principles generally accepted accounting principles in the United States of America.America (“GAAP”) and have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTENote 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESSummary of significant accounting policies
Cash and Cash Equivalents
The Company doesn’t maintain any bank accounts and does not have any cash in hand. For day-to-day business activities, the Company depends upon the directors’ personal accounts.
For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Use of Estimates
PreparingThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenue and expenses.expenses during the reporting period. Actual results and outcomes maycould differ from management’s estimates and assumptions.those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At August 31, 2017, the Company's bank deposits did not exceed the insured amounts.
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Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the period from inception (August 16, 2015) to August 31, 2017.
Basic and Diluted Loss Per Share
BasicNet loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding duringfor the period. DilutiveAs a result, diluted loss per common share excludes all potentialis the same as basic loss per common shares if their effect is anti-dilutive.share for the three and nine months ended November 30, 2021 and 2020.
Stock-Based Compensation
As of August 31, 2017, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
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Income Taxes
The Company follows the liability method of accountingaccounts for income taxes.taxes pursuant to FASB ASC Topic 740, Income Taxes. Under this method,FASB ASC Topic 740, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable todetermined based on temporary differences between the financial statement carrying valuesbases of certain assets and their respectiveliabilities for income tax basis (temporary differences).and financial reporting purposes. The effect on deferred income tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax rates is recognizedasset. Any change in the valuation allowance will be included in income in the period that includesyear of the enactment date.change in estimate.
NewRecent Accounting Pronouncements
There were variousThe Company reviewed all the recently issued, but not yet effective, accounting standardspronouncements and interpretations issued recently, nonewe do not believe any of which are expected to athese pronouncements will have a material impact on the Company.
Note 3 – Going Concern
For the nine months ended November 30, 2021 and 2020 we incurred net losses of approximately $14,272 and $1,650 respectively. As of November 30, 2021, we had 0 cash on hand and current liabilities of $26,477. As of February 28, 2021, we had 0 cash on hand and current liabilities of $12,205. These losses combined with our financial position, operations or cash flows.
Subsequent Events
current liabilities cast significant doubt on the company’s ability to operate under the going concern. The Company has evaluated all transactionsfiled a Registration Statement; Form-10 which became effective on September 22, 2021. Management believes that this plan provides an opportunity for the Company to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from August 31, 2017 throughnormal business operations when they come due. Management intends to finance operating costs over the financial statement issuance date for subsequent event disclosure consideration.
NOTE 3 – CAPTIAL STOCK
The Company has 75,000,000 sharesnext twelve months with loans from directors and/or private placement of common stock authorized with a par valuestock. The failure to achieve the necessary levels of $0.001 per share.
On February 16, 2016profitability or obtaining additional funding would be detrimental to the Company issued 9,000,000 shares of its common stock at $0.001 per share for total proceeds of $9,000. For the year ended February 28, 2017, the Company issued 2,490,000 shares of its common stock at $0.01 per share for total proceeds of $24,900.Company.
As of August 31, 2017 the Company had 11,490,000 shares issued and outstanding.
NOTENote 4 – RELATED PARTY TRANSACTIONSRelated party transactions
The Company’s Co-CEO has provided office space at no cost to the Company. Our Co-CEO and CFO incurred expenses on behalf of the Company amounting to $14,272 and $1,650 during the nine months ending November 30, 2021 and 2020 respectively. As of November 30, 2021 and February 28, 2021, total amounts due to our Co-CEO and CFO are $21,738 and $7,466 respectively. Such amounts do not bear any interest and due upon demand.
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Note 5 – Shareholders’ Equity
The Company has As of November 30, 2021 and February 28, 2021, the Company had shares of common stock authorized with a par value of $ per share. shares issued and outstanding.
Note 6 – Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, which requires use of the liability method. FASB ASC Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.
As of November 30, 2021, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company has approximately $60,000 and $46,000 of federal net operating loss carry forwards at November 30, 2021 and February 28, 2021, respectively. In addition, the Company had gross deferred tax assets of approximately $13,000 and $10,000 as of November 30, 2021 and February 28, 2021 for which a full valuation allowance has provided.
Based on the available objective evidence, including the Company's history of losses, management believes it is more likely than not, the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at November 30, 2021 and February 28, 2021. The Company had no uncertain tax positions as of November 30, 2021 and February 28, 2021.
Note 7 – Other Liabilities
As of November 30, 2021 and February 28 2021, the Company has Other Liabilities of $4,739 payable to its former CEO.
Note 8 – Acquisition
In supportconnection with a change in our business plan from providing cash advances to small and medium sized entities (“SME”) to developing operations as a participant in the cryptocurrency ecosystem, specifically as a company that supports and secures the Bitcoin blockchain as a Bitcoin miner, we have on October 21, 2021 entered into a definitive letter of intent which gives us the right to acquire 2 properties, one of which is currently operating as a data center and the other requires buildout to begin data center operations.
The properties are located in North Carolina and Tennessee, respectively. The North Carolina facility is 165,000 sq.ft on 21 acres and the Tennessee facility is 30,000 sq. ft. on 14.5 acres.
Our decision to exercise our option to acquire the facilities will be based on our completion of due diligence of the Company’s effortsproperties, finalizing terms of the agreement, receiving the necessary waivers and cash requirements, it may relyconsents from lenders, and our ability to raise a minimum of $10 million, at a valuation at or excess of $60 million.
The acquisition price of the properties is 30% of our equity, on advances from related parties until such time thata fully diluted basis, the Company can support its operationsrestructuring and or attains adequate financing through salesretirement of its equity or traditional debt financing. There$21.5 million in debt. The transaction is no formal written commitment for continued support by officers,to be structured under Section 721 of the IRS tax code. The Sellers will be entitled two seats of five seats on our board of directors or shareholders. Amounts represent advances or amounts paid in satisfactionand members of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.the datacenter’s ownership team will join our company as c-suite employees.
Since August 16, 2015 (inception) through August 31, 2017, the Company’s sole officer and director loaned the Company $3,842 to pay for incorporation costs and operating expenses. As of August 31, 2017, the amount outstanding was $3,842. The loan is non-interest bearing, due upon demand and unsecured.
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement Regarding Forward-Looking Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant toThis report contains “forward-looking statements” within the safe harbor provisionsmeaning of Section 27A of the Securities Act of 1933, as amended (the "Act"“Securities Act”), and Section 21E of the Securities Exchange Act of 1934.1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.
Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Registration Statement on Form 10 / A for the year ended February 28, 2021 filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 24, 2021.
These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak onlyare based upon our opinions and estimates as of the date they are made. AnyAlthough we believe that the expectations reflected in these forward-looking statements represent management's best judgment as to what may occur in the future. However,are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties and important factorsthat may be beyond our control, thatwhich could cause actual results, performance and eventsachievements to differ materially from historicalresults, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and events and those presently anticipatedcash flows or projected. We disclaim any obligation subsequentlythe market price of shares of our common stock, the differences could be significant. You are cautioned not to revise anyunduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to reflect events or circumstances afterconsider all such risks and uncertainties. In light of the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
We provide group leisure tours in the Austrian Alps with extreme activities aimed at general public. We plan the toursuncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a way,representation that they mightsuch forward-looking matters will be experienced by an experienced tourist, as well as an average person. The key objectives are as follows: quality and diversity of the activities, safety of our customers.achieved.
We target general worldwide public to promote tourism in the mentioned area. We choose this mountain area proceeding from our own touristic experience in this region.General Overview
Our principal office address is located at Gymnasiumstrasse 19-21, Vienna, Austria 1180. Our telephone number is +43-720-816-770. Our planResults of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and have generated $19,500 in revenues as of today. We were incorporated in Nevada on August 16, 2015. On February 20, 2016, we signed the Agreement with EcoFur&Ris, LLC.operations
RESULTS OF OPERATION
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relatingThree months ended November 30, 2021 compared 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 ended November 30, 2020
THREE MONTH PERIOD ENDED AUGUST 31, 2017Net Loss
REVENUE
DuringFor the three month periodmonths ended August 31, 2017November 30, 2021 and 2020 we have not generated any revenue.incurred net losses of approximately $4,544 and $300 respectively.
Revenue
OPERATING EXPENSES
DuringFor the three month periodmonths ended August 31, 2017,November 30, 2021 and 2020, we generated no revenue.
Expenses
For the three months ended November 30, 2021 we incurred generalexpenses of approximately $4,544 and which was primarily related to professional fees.
For the three months ended November 30, 2020, we incurred administrative expenses of $38,000. General and administrative expenses incurred during the three month period ended August 31, 2017 were generallyapproximately $300 which was primarily related to corporate overhead, financialtransfer agent fees.
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Nine months ended November 30, 2021 compared to the nine months ended November 30, 2020
Net Loss
For the nine months ended November 30, 2021 and administrative contracted services, such as legal and accounting, developmental costs, and consulting expenses.
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NET LOSS
Our net loss for the three month period ended August 31, 2017 was $38,000.
SIX MONTH PERIOD ENDED AUGUST 31, 2017
REVENUE
During the six month period ended August 31, 2017 we have generated $8,500 revenue.
OPERATING EXPENSES
During the six month period ended August 31, 2017,2020 we incurred generalnet losses of approximately $14,272 and $1,650 respectively.
Revenue
For the nine months ended November 30, 2021 and 2020, we generated no revenue.
Expenses
For the nine months ended November 30, 2021 we incurred expenses of approximately $14,272 and which was primarily related to professional fees.
For the nine months ended November 30, 2020, we incurred administrative expenses of $41,306. General and administrative expenses incurred during the six month period ended August 31, 2017 were generallyapproximately $1,650 which was primarily related to corporate overhead, financialtransfer agent and administrative contracted services, such as legalstate fees.
Financial condition
Liquidity and accounting, developmental costs,Capital Resources
Currently, we rely on our management to provide us with the capital needed to run our business on a day-to-day basis.
For the nine months ended November 30, 2021 and consulting expenses.
NET LOSS
Our2020 we incurred net income for the six month period ended August 31, 2017 was $32,806.
LIQUIDITY AND CAPITAL RESOURCES
SIX MONTH PERIOD ENDED AUGUST 31, 2017
losses of approximately $14,272 and $1,650 respectively. As of August 31, 2017, our total assets were $3,965 compared to $34,621 in total assets at February 28, 2017. Total assets as of August 31, 2017, comprised of $3,965 in net fixed assets while as at February 28, 2017 total assets comprisedNovember 30, 2021 we had no cash of $32,464on hand and fixed assets of $2,157. As of August 31, 2017, our current liabilities were $3,842, comprising of $3,842 a loan from shareholder.$26,477. As of February 28, 2017, our2021, we had no cash on hand and current liabilities were $1,692 comprising of $1,692 a loan form shareholder.$12,205.
Stockholders’ equity was $32,929 as of February 28, 2017, compared to Stockholders’ equity of $123 as of August 31, 2017.
CASH FLOWS FROM OPERATING ACTIVITIES
For the six month period ended August 31, 2017, net cash flows provided by operating activities were $32,114 consisting of a net loss of $32,806 and reduced for cash flow purposes by non-cash depreciation expense of $692.
CASH FLOWS FROM INVESTING ACTIVITIES
For the six month period ended August 31, 2017, net cash flow used in investing activities was $2,500.
CASH FLOWS FROM FINANCING ACTIVITIES
For the six month period ended August 31, 2017, net cash provided from financing activities was $2,150 received from the loan from related party.
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PLAN OF OPERATION AND FUNDING
We expectwill seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that working capital requirementsexisting shareholders will continue to be funded through a combinationprovide any portion of our existing funds, further issuances of securities and loans from our principal shareholder. Our working capital requirements are expected to increase in line with the growth of our business.future financing requirements.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected toNo assurance can be adequate to fund our operations over the next six months. We have no lines of credit or other bankgiven that additional 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 uponwhen needed or that such financing will be available on terms acceptable terms, or at all.to the Company. If adequate funds are not available, or are not available on acceptable terms, we may not be ablerequired to take advantagedelay or terminate expenditures for certain of prospective new business endeavors or opportunities, which could significantlyits programs that it would otherwise seek to develop and materially restrict our business operations.
MATERIAL COMMITMENTS
As of August 31, 2017, we had no material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
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 tocommercialize. This would have a current or futurematerial adverse 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.the Company.
GOING CONCERN
The independent auditors' audit report accompanying our February 28, 2017 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.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable for smaller reporting companies. required.
Item 4. | Controls and Procedures |
ITEM 4. CONTROLS AND PROCEDURES
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 itsThe Company’s 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.
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An evaluation was conducted under the supervision and with the participationassistance of ourother members of the Company’s management, ofhave evaluated the effectiveness of the design and operation of ourthe Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of August 31, 2017.the end of the period covered by this quarterly report. Based on thatupon such evaluation, our managementthe Company’s principal executive officer and principal financial officer have concluded that ourthe Company’s disclosure controls and procedures wereare not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit underend of the Exchange Act, is recorded, processed, summarizedperiod covered by this quarterly report.
The Company’s principal executive officer and reported within the time periods specified in SEC rules and forms. Suchprincipal financial officer have also confirmedconcluded that there was no change in ourthe Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the six-month periodquarter ended August 31, 2017November 30, 2021 that has materially affected, or is reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.
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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 5. | Unregistered Sales of Equity Securities and Use of Proceeds. |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPurchases of Equity Securities
No saleWe did not, nor did any affiliated purchaser, make any repurchases of unregistered equityour securities was completed during sixthe nine months ended August 31, 2017.November 30, 2021.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued of outstanding during six months ended August 31, 2017.
ITEM 4. MINE SAFETY DISLOSURES
No applicable to our Company.
Item 6. | Other Information |
ITEM 5. OTHER INFORMATION
None
None.
Item 7. | Exhibits. |
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial Officer
Exhibit No. | Description | |
31.1 | * | Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) |
31.2 | * | Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) |
32.1 | * | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company |
101.INS | ** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH | ** | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | ** | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | ** | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | ** | Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE | ** | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | ** | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
_________________
*Filed herewith
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
Pursuant to the requirements of the 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.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GABBIT CORP. | |||
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Date: January 14, 2022 |
| /s/ ADAM LAUFER | |
Name: | Adam Laufer | ||
Title: | Co-chief Executive Officer | ||
Date: January 14, 2022 | By: | /s/ PAVAN CHARAN | |
Name: | Pavan Charan | ||
Title: | Chief Financial Officer and | ||
Chief Accounting Officer | |||
(Principal Financial Officer) | |||
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