UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormFORM 10-Q
[X] Quarterly Report pursuant to Section(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20192020
[ ] Transition Report pursuant to Section☐ TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file numberFile No. 333-227350
KELINDA, INC.
(Exact name of registrant as specified in its charter)
| KELINDA | ||
| (Exact name of registrant as specified in its charter) |
| Nevada | 30-1023894 | |
| (State or |
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( |
No. 34-3, Building 2, Diwang International Fortune Center, No. 10 Plaza Road, Liuzhou, Guangxi Province, China 545005 |
| (Address of Principal Executive Offices, including zip code) |
Street: Mihail Kogălniceanu, 66, off. 3
| +86 772-3719700 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (Former name, former address and former fiscal year, if changed since last report) |
City: ChisinauSecurities registered pursuant to Section 12(b) of the Act: None
ZIP: MD-2009
Country: Republic of Moldova
+373 621-150-42
petru.afanasenco@kelinda.me
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Yes [ ] No [X]
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“large accelerated filer,” “accelerated“accelerated filer,”, “smaller “smaller reporting company,” and “emerging“emerging growth company”company” in Rule 12b-2 of the Exchange Act:Act.
☐ Large accelerated filer |
| ☐ Accelerated filer |
| |
| ☒ Non-accelerated filer |
| ☒ Smaller reporting company |
| |
| ☒ Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act. [ ]☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). : Yes ☒ No ☐
Yes [X] No [ ]
State the numberAs of May 20, 2020, there were 7,950,500 shares outstanding of eachcommon stock, par value $0.001, of the issuer's classes of common equity, as of the latest practicable date: 7,195,000 common sharesCompany issued and outstanding as of April 29, 2019.outstanding.
KELINDA, INC.
QUARTERLY REPORT ON FORMKELINDA
Quarterly Report on Form 10-Q
Table of ContentsTABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Quantitative and Qualitative Disclosures |
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PART II – OTHER INFORMATION |
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| Item 4. | Mine Safety Disclosures | 15 | |
| Item 5. | Other Information | 15 | |
| Item 6. | Exhibits | 16 | |
| SIGNATURES | 17 | ||
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PART I - FINANCIAL INFORMATION
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2
PART I – FINANCIAL INFORMATION
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The accompanying interim financial statements of Kelinda, Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
| March 31, 2020 | June 30, 2019 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | — | $ | 412 | ||||
| Total Current Assets | — | 412 | ||||||
| Fixed Assets | ||||||||
| Furniture and Equipment | — | 1,969 | ||||||
| Accumulated Depreciation | — | (459 | ) | |||||
| Total Fixed Assets | — | 1,510 | ||||||
| Intangible Assets | ||||||||
| Application Development Costs | — | 98,870 | ||||||
| TOTAL ASSETS | $ | — | $ | 100,792 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | — | $ | 53,150 | ||||
| Related Party Loan | — | 33,215 | ||||||
| Total Current Liabilities | — | 86,365 | ||||||
| Total Liabilities | — | 86,365 | ||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common Stock: $0.001 par value, 75,000,000 shares authorized, 7,950,500 shares issued and outstanding | 7,950 | 7,950 | ||||||
| Additional Paid-in Capital | 132,878 | 27,565 | ||||||
| Accumulated Deficit | (140,828 | ) | (21,088 | ) | ||||
| Total Stockholders’ Equity (Deficit) | — | 14,427 | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | — | $ | 100,792 | ||||
3
KELINDA, INC. | ||||
BALANCE SHEETS (Unaudited) | ||||
March 31, 2019 | June 30, 2018 | |||
ASSETS | ||||
Current Assets | ||||
Cash | $ 6,200 | $ 87 | ||
Prepaid Expenses | 1,488 | 2,350 | ||
Total Current Assets | 7,688 | 2,437 | ||
Fixed Assets | ||||
Furniture and Equipment | 1,969 | 1,969 | ||
Accumulated Depreciation | (361) | (65) | ||
Total Fixed Assets | 1,608 | 1,904 | ||
TOTAL ASSETS | $ 9,296 | $ 4,341 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Liabilities | ||||
Current Liabilities | ||||
| Related party loan | $ 9,815 | $ 1,100 | |
Total Current Liabilities | 9,815 | 1,100 | ||
Total Liabilities | 9,815 | 1,100 | ||
Stockholders’ Equity (Deficit) | ||||
Common stock: $0.001 par value, 75,000,000 shares authorized, 7,195,000 and 7,000,000 shares issued and outstanding, respectively | 7,195 | 7,000 | ||
Additional paid in capital | 5,655 | — | ||
Accumulated deficit | (13,369) | (3,759) | ||
Total Stockholders’ Equity (Deficit) | (519) | 3,241 | ||
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ 9,296 | $ 4,341 | ||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
KELINDA
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
4
Three months ended March 31, 2020 | Three months ended March 31, 2019 | Nine months ended March 31, 2020 | Nine months ended March 31, 2019 | |||||||||||||||
| REVENUE: | $ | — | $ | — | $ | — | $ | — | ||||||||||
| EXPENSES: | ||||||||||||||||||
| General and Administrative Expenses | 838 | 62 | 1,144 | 418 | ||||||||||||||
| Amortization and Depreciation Expense | 6,915 | 98 | 23,590 | 295 | ||||||||||||||
| Professional Fees | 1,561 | 924 | 18,005 | 8,489 | ||||||||||||||
| Rent Expense | — | 138 | 211 | 408 | ||||||||||||||
| Total expenses | 9,314 | 1,222 | 42,950 | 9,610 | ||||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||
| Write-off of fixed assets and intangible assets | (76,790 | ) | — | (76,790 | ) | — | ||||||||||||
| Total other income (expense) | (76,790 | ) | — | (76,790 | ) | — | ||||||||||||
| Income (loss) before income taxes | $ | (86,104 | ) | $ | (1,222 | ) | $ | (119,740 | ) | $ | (9,610 | ) | ||||||
| Income tax expense | $ | — | $ | — | $ | — | $ | — | ||||||||||
| NET INCOME (LOSS) | $ | (86,104 | ) | $ | (1,222 | ) | $ | (119,740 | ) | $ | (9,610 | ) | ||||||
| Net loss per common share – basic & diluted | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.00 | ) | ||||||
| Weighted average of common shares outstanding – basic & diluted | 7,950,500 | 7,008,667 | 7,950,500 | 7,002,847 | ||||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
| 4 |
KELINDA
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
KELINDA, INC. | ||||||||||||
STATEMENT OF OPERATIONS | ||||||||||||
Three months ended March 31, 2019 | Nine months ended March 31, 2019 | Three months ended March 31, 2018 | From December 18, 2017 (inception) to March 31, 2018 | |||||||||
REVENUE: | $ | — | $ | — | $ | — | $ | — | ||||
EXPENSES: | ||||||||||||
Advertising and Promotion | — | — | 3,314 | 3,314 | ||||||||
Professional Fees | 924 | 8,489 | — | — | ||||||||
Bank Service Charges | 62 | 403 | 77 | 77 | ||||||||
Depreciation Expense | 98 | 295 | — | — | ||||||||
Miscellaneous Expense | — | 15 | — | — | ||||||||
Rent Expense | 138 | 408 | — | — | ||||||||
Total expenses | 1,222 | 9,610 | 3,391 | 3,391 | ||||||||
OTHER INCOME (EXPENSE): | ||||||||||||
Interest Income (expense) | — | — | — | — | ||||||||
Total other income (expense) | — | — | — | — | ||||||||
Income (loss) before income taxes | $ | (1,222) | $ | (9,610) | $ | 3,391 | $ | 3,391 | ||||
Income tax expense | $ | — | $ | — | $ | — | $ | — | ||||
NET INCOME (LOSS) | $ | (1,222) | $ | (9,610) | $ | (3,391) | $ | (3,391) | ||||
Net loss per common share – basic & diluted | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | ||||
Weighted average of common shares outstanding – basic & diluted | 7,008,667 | 7,002,847 | 733,333 | 321,168 | ||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | |||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| Balance as of June 30, 2018 | 7,000,000 | $ | 7,000 | $ | — | $ | (3,759 | ) | $ | 3,241 | ||||||||||
| Net loss for three months | — | — | — | (5,887 | ) | (5,887 | ) | |||||||||||||
| Balance as of September 30, 2018 | 7,000,000 | $ | 7,000 | $ | — | $ | (9,646 | ) | $ | (2,646 | ) | |||||||||
| Net loss for three months | — | — | — | (2,501 | ) | (2,501 | ) | |||||||||||||
| Balance as of December 31, 2018 | 7,000,000 | $ | 7,000 | $ | — | $ | (12,147 | ) | $ | (5,147 | ) | |||||||||
| Net loss for three months | — | — | — | (1,222 | ) | (1,222 | ) | |||||||||||||
| Issuance of shares for cash | 195,000 | 195 | 5,655 | — | 5,850 | |||||||||||||||
| Balance as of March 31, 2019 | 7,000,000 | $ | 7,000 | $ | — | $ | (13,369 | ) | $ | (519 | ) | |||||||||
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| Balance as of June 30, 2019 | 7,950,500 | $ | 7,950 | $ | 27,565 | $ | (21,088 | ) | $ | 14,427 | ||||||||||
| Net loss for three months | — | — | — | (14,133 | ) | (14,133 | ) | |||||||||||||
| Balance as of September 30, 2019 | 7,950,500 | $ | 7,950 | $ | 27,565 | $ | (35,221 | ) | $ | 294 | ||||||||||
| Net loss for three months | — | — | — | (19,503 | ) | (19,503 | ) | |||||||||||||
| Balance as of December 31, 2019 | 7,950,500 | $ | 7,950 | $ | 27,565 | $ | (54,724 | ) | $ | (19,209 | ) | |||||||||
| Net loss for three months | — | — | — | (86,104 | ) | (86,104 | ) | |||||||||||||
| Forgiveness of related party loans | — | — | 83,903 | — | 83,903 | |||||||||||||||
| Contributions from shareholders | — | — | 21,410 | — | 21,410 | |||||||||||||||
| Balance as of March 31, 2020 | 7,950,500 | $ | 7,950 | $ | 132,878 | $ | (140,796 | ) | $ | — | ||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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KELINDA
CONDENSED STATEMENTS OF CASH FLOWS
5(Unaudited)
Nine months ended March 31, 2020 | Nine months ended March 31, 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (119,740 | ) | $ | (9,610 | ) | ||
| Adjustments to reconcile net Loss | ||||||||
| to net cash used by operations: | ||||||||
| Amortization and depreciation expense | 23,590 | 296 | ||||||
| Write-off of fixed assets and intangible assets | 76,790 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | — | 862 | ||||||
| Accounts payable | (53,150 | ) | — | |||||
| Net cash used by Operating Activities | (72,510 | ) | (8,452 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party loan | 50,688 | 8,715 | ||||||
| Proceeds from sale of common stock | — | 5,850 | ||||||
| Capital contributions | 21,410 | — | ||||||
| Net cash provided by Financing Activities | 72,098 | 14,565 | ||||||
| Net cash increase (decrease) for period | (412 | ) | 6,113 | |||||
| Cash at beginning of period | 412 | 87 | ||||||
| Cash at end of period | — | 6,200 | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Non-cash transaction – forgiveness of related party loan | $ | 83,903 | $ | — | ||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes paid | $ | — | $ | — | ||||
KELINDA, INC. |
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STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) |
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Common Stock | Additional | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||||||
Balance as of December 18, 2017 (inception) | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Issuance of common stock | 7,000,000 | 7,000 | — | — | 7,000 | ||||||||||||||||||||||
Net loss for the period from December 18, 2017 (inception) to March 31, 2018 | — | — | — | (3,391) | (3,391) | ||||||||||||||||||||||
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Balance as of March 31, 2018 | 7,000,000 | $ | 7,000 | $ | — | $ | (3,391) | $ | 3,609 | ||||||||||||||||||
Balance as of June 30, 2018 | 7,000,000 | $ | 7,000 | $ | — | $ | (3,759) | $ | 3,241 | ||||||||||||||||||
Issuance of common stock | 195,000 | 195 | 5,655 | — | 5,850 | ||||||||||||||||||||||
Net loss for the nine months period ended March 31, 2019 | — | — | — | (9,610) | (9,610) | ||||||||||||||||||||||
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Balance as of March 31, 2019 | 7,195,000 | $ | 7,195 | $ | 5,655 | $ | (13,369) | $ | (519) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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6
KELINDA, INC. | |||||||
STATEMENT OF CASH FLOWS | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | Nine months ended March 31, 2019 | From December 18, 2017 (inception) to March 31, 2018 | |||||
Net Income | $ | (9,610) | $ | (3,391) | |||
Adjustments to reconcile Net Income | |||||||
to net cash provided by operations: | |||||||
Depreciation expense | 296 | — | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expense | 862 | — | |||||
Net cash provided by Operating Activities | (8,452) | (3,391) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from related party loan | 8,715 | 100 | |||||
Proceeds from sale of common stock | 5,850 | 7,000 | |||||
Net cash provided by Financing Activities | 14,565 | 7,100 | |||||
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Net cash increase for period | 6,113 | 3,709 | |||||
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Cash at beginning of period | 87 | — | |||||
Cash at end of period | $ | 6,200 | $ | 3,709 | |||
SUPPLEMENTAL CASH FLOW INFORMATION | |||||||
Interest paid | $ | — | $ | — | |||
Income taxes paid | $ | — | $ | — | |||
The accompanying notes are an integral part of these unaudited financial statements.
7
KELINDA INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 20192020
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Kelinda Inc. (“the Company(the “Company,”, “we “we,”, “us” “us” or “our”“our”) was incorporated on December 18, 2017 in the State of Nevada. The Company specializes onin application development with its first project being an application of the same name, Kelinda. It offers panels of various analyzesanalyses with schedules and reminders about the necessity of visiting doctors sent through the application and emails, as well as storage of personal data (analyzes(analyses and conclusions). Users may upload them toat their discretion and exchange thetheir personal data. Users who downloadeddownload the application can access the lists and data of another user upon receipt of an invitation from the latter. We offer free basic schedules and more serious panels to both adults and children in order to prevent development of numerous diseases. In addition, Kelinda offers drug-taking reminders for an even more effective use of the application. The revenueRevenue is to be generated by subscription-based access sales.
Our executive office is located at str. Mihail Kogalniceanu, 66 off. 3 Chisinau, The RepublicPursuant to a Stock Purchase Agreement (the “Agreement”), entered into as of Moldova, MD-2009. The functionalMarch 16, 2020, by and reporting currencybetween Fuming Yang (the “Purchaser”) and Petru Afanasenco, Andrei Afanasenco and Yuriy Turchynskyy, as the representative of certain stockholders (collectively, the “Sellers”) of the Company, is the US dollar.Sellers sold an aggregate of 7,948,000 shares of common stock, par value $0.001 per share, of the Company to the Purchaser in consideration for an aggregate purchase price of $330,000 in cash from the Purchaser’s personal funds (the “Transaction”). Following consummation of the Transaction, the Purchaser holds approximately 99% of the issued and outstanding shares of common stock of the Company. The Transaction resulted in a change in control (“Change in Control”) of the Company from the Sellers to the Purchaser.
Following this Change in Control, the Company changed its business plan to engage in online business services in the People’s Republic of China. The Company plans to engage in developments of personal daily life assistance mobile applications, online educational trainings, and employment recruitment services in China. The Company plans to roll out the plan with a focus in the tier-3 and tier-4 cities in the provinces of Guangdong and Guangxi first. The Company is presently evaluating the optimal corporate and legal structures in China necessary to establish and implement these business plans. The Company aims to start implementing these business plans in 2020 but its ability to execute on its business plans and initiatives will depend upon the developments of the pandemic, including the duration and spread of the COVID-19 and lockdown restrictions imposed by the respective various governments and oversight bodies in China.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with United States generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a start-up, the Company has had no revenues and incurredhas accumulated losses as ofthrough March 31, 2019.2020. The Company currently has limited working capital and has not completed its efforts to establishestablished a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the Company’sCompany’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital from its principal stockholder to fund operating expensesexpenses. The Company intends to position itself so that it will be able tomay also raise additional funds through the capital markets. In light of management’s efforts,equity and/or debt financing. However, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentationPresentation
The accompanyingCompany’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”(“U.S. GAAP”), including the instructions to Form 10-Q and Regulation S-X and. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments,items, which, in the opinion of management, believes are necessary to fairly presentfor a fair statement of the financial position, results of operations for the periods shown and cash flowsare not necessarily indicative of the results to be expected for the full year ending June 30, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2019.
The functional and reporting currency of the Company foris the nine month period ended March 31, 2019. The Company’s year-end is June 30.U.S. dollar.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $6,200 ofnil and $412 cash as of March 31, 2019.2020 and June 30, 2019, respectively.
Income TaxesTaxation
Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Income
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Deferred income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on therecognized for temporary differences between the financial reporting and tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using the currently enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive income in the period of the enactment of the change.
The Company considers positive and laws. A valuation allowance is provided fornegative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the amountnature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets that, based on available evidence, are notis dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be realized.
8
reflected within the industry.
The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.
KELINDA INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTSThere were no current and future income tax provision recorded for the three and nine months ended March 31, 2020 and 2019 since the Company was a start-up company and did not generate any revenues in the these fiscal periods.
FOR THE NINE MONTHS ENDED MARCH 31, 2019
Application Development Costs
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
As a result of the Change in Control and change of the Company’s business, the capitalized intangible assets related to these application development costs will no longer be useful for the Company’s new business plans. Therefore, the carrying value of $75,526 of the intangible assets as at the date of the Change of Control, March 16, 2020, was fully written off and recorded in other expenses in the Statement of Operations.
Equipment
Equipment is stated at cost, net of accumulated depreciation. The cost of equipment is depreciated using the straight-line method. We estimate that the useful life of equipment is 5 yearsyears. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment's useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
As a result of the Change in Control and change of the Company’s business, the equipment fixed assets will no longer be useful for the Company’s new business plans. Therefore, the carrying value of $1,264 of the equipment as at the date of Change of Control, March 16, 2020, was fully written off and recorded in other expenses in the Statement of Operations.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles 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.
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Basic IncomeEarnings (Loss) Per Share
The Company computes incomeearnings (loss) per share in accordance with FASB ASC 260 “Earnings“Earnings per ShareShare.”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is antidilutive. There were no potentially dilutive debt or equity instruments issued or outstanding as of March 31, 20192020 and June 30, 2018.2019.
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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new 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 lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the public entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.
NOTE 4 – STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
The Company has 75,000,000 $0.001 par value shares of common stock, $0.001 par value per share, authorized. On March 19, 2018, the Company issued 4,000,000 shares of common stock to the former President, Petru Afanasenco, and, onat a price of $0.001 per share for total cash consideration of $4,000. On March 20, 2018, the Company issued 3,000,000 shares of common stock to the former Secretary, Andrei Afanasenco, for cash contributions of $4,000 and $3,000 at $0.001 per share respectively.for cash consideration of $3,000.
During March 2019, the Company issued 195,000 shares of common stock for cash proceeds of $5,850 at $0.03 per share.
During April 2019, the Company issued 547,500 shares of common stock for cash proceeds of $16,425 at $0.03 per share.
During May 2019, the Company issued 208,000 shares of common stock for cash proceeds of $6,240 at $0.03 per share.
There were 7,195,0007,950,500 shares of common stock issued and outstanding as of March 31, 2019.2020.
On March 16, 2020, the Company’s two former major shareholders and officers, Petru Afanasenco and Andrei Afanasenco, forgave related party loans in the total amount of $83,903 that the Company owed to them. Therefore, the Company recorded the $83,903 forgiven loan as capital transactions in the three months ended March 31, 2020. (See Note 5 for details).
During the three months ended March 31, 2020, the Company’s two former major shareholders and officers, Petru Afanasenco and Andrei Afanasenco, contributed a total of $21,410 capital contributions to support the Company’s working capital uses.
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NOTE 5 – RELATED PARTY TRANSACTIONS
During the nine months period, ended March 31, 2019, the Company’s officer, Andrei Afanasenco, has loaned to the Company $8,715.
As of March 31, 2019, the balance due to the Company’s officers Petru Afanasenco and Andrei Afanasenco was $100had formal commitments to loan the Company funds of $50,000 and $9,715,$40,000, respectively. These loans arewere unsecured, non-interest bearing and due on demand.
9During the nine months ended March 31, 2020 and 2019, the former President of the Company, Petru Afanasenco, loaned the Company $44,888 and $0, respectively.
During the nine months ended March 31, 2020 and 2019, the Company’s former Treasurer/Secretary, Andrei Afanasenco, loaned the Company $5,800 and $8,715, respectively.
KELINDA INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTSOn March 16, 2020, in connection with the Change in Control, Petru Afanasenco and Andrei Afanasenco entered into debt forgiveness agreements pursuant to which the two related parties forgave loans in the total amount of $83,903 that the Company owed to them. These forgiven loans were treated as capital contributions from the Company’s related parties and therefore a total gain of $83,903 was recorded in equity.
FOR THE NINE MONTHS ENDED MARCH 31, 2019
NOTE 6 – COMMITMENTS AND CONTINGENCIES
TheOn August 21, 2019, the Company has entered into a one-yearnew rental agreement for a $46 monthly fee, starting on June 11, 2018.
NOTE 7 – INCOME TAXES
use of an address, office facilities, IT and telecommunication systems, office equipment and secretarial services. The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”).contract is $73 per month and is entered into for an unspecified term. As a result of the implementation of ASC 740,Change in Control, the Company recognizedis no increase in the liability for unrecognized tax benefits. longer using these virtual office secretarial services.
NOTE 7 – INTANGIBLE ASSETS
As of June 30, 2019, the unamortized balance of the intangible assets related to the purchase or internal development and production of software to be sold, leased, or otherwise marketed was $98,870. During the nine months ended March 31, 2019,2020, the Company had net operating loss carry forwardsrecorded amortization expense of approximately $13,369 that may be available to reduce future years’ taxable income$23,344, resulting in varying amounts through 2037. Future tax benefits which may arise asan unamortized balance of $75,526 at March 16, 2020, before the Change in Control. As a result of these losses have not been recognizedthe Change in these financial statements, as their realization is determined not likely to occur and accordingly,Control, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The valuation allowance at March 31, 2019 was approximately $2,808. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or allcarrying value of the deferred income taxintangible assets will not be realized.
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2019. All tax years since inception remain open for examination by taxing authorities.
The provision for Federal income tax consists of the following:
|
| March 31, 2019 | June 30, 2018 | ||
Federal income tax benefit attributable to: |
|
|
| ||
Income tax benefit |
| $ | (2,019) | (789) | |
Change in valuation allowance |
|
| 2,019 | 789 | |
Net provision for Federal income taxes |
| $ | - | - | |
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
|
| March 31, 2019 | June 30, 2018 | ||
Deferred tax asset attributable to: |
|
|
| ||
Net operating loss carryover |
| $ | (2,808) | (789) | |
Less: valuation allowance |
|
| 2,808 | 789 | |
Net deferred tax asset |
| $ | - | - | |
The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
NOTE 8 – PREPAID EXPENSES
The Company had $1,350 in the prepaid expenses for the application development and $138 for prepaid rent asamount of March 31, 2019.$75,526 was fully written off.
NOTE 9 8 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent“Subsequent Events,”, the Company has analyzed its operations subsequent to March 31, 2019,2020, through the date when financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Kelinda. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
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Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant toThis Quarterly Report includes “forward-looking statements” within the safe harbor provisionsmeaning of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readersare not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject tohistorical facts, and involve risks uncertainties and important factors beyond our controluncertainties that could cause actual results and events to differ materially from those expected and projected. All statements, other than statements of historical resultsfact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and eventsvariations and those presently anticipated or projected. We disclaim any obligation subsequentlysimilar words and expressions are intended to revise anyidentify such forward-looking statements. Such forward-looking statements relate to reflectfuture events or circumstances after the date of such statement or tofuture performance, but reflect the occurrence of anticipated or unanticipated events.management’s current beliefs, based on information currently available.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.Overview
DESCRIPTION OF BUSINESS
Our Company
Kelinda is a start-up company that has been establishedwas formed in the stateState of Nevada on December 18, 2017. Its business plan is2017 to create health-caringhealth related applications. Kelinda is both the name of the company and the first product that this company will be launching. All future products will be launched under this company but with different names to reflect the target market. OurThe Company’s first project will offerwas to develop a mobile application (the “App”) to free test panels to identify general health conditionconditions and targeted diseases for both children and adults. ItsThe main purpose will beis to inform individuals when it is required for a person to visit certain doctors and get tested in order to prevent disease development on its earliest development stage. The App will synchronizesynchronizes with Google and Apple calendars, sendsends notifications regarding pills takingpills-taking time, required tests or doctor appointments via the App and email. In the future, the revenue shall be generated from in-app subscriptions. AsPrior to the Change of today,Control as defined below, we havehad developed terms of reference, design of our application, createdcreation of an Apple store account and currently find ourselves at the server and application development stage. It is anticipated that
Pursuant to a Stock Purchase Agreement (the “Agreement”), entered into as of March 16, 2020, by and between Fuming Yang (the “Purchaser”) and Petru Afanasenco, Andrei Afanasenco and Yuriy Turchynskyy, as the app can be completed and operational in about 3 months, available on AppStore and PlayMarket. Inrepresentative of certain stockholders (collectively, the event that the full proceeds“Sellers”) of the offering are not raised,Company, the timingSellers sold an aggregate of 7,948,000 shares of common stock, par value $0.001 per share, of the rollout will be slowed.Company to the Purchaser in consideration for an aggregate purchase price of $330,000 in cash from the Purchaser’s personal funds (the “Transaction”). Following consummation of the Transaction, the Purchaser holds approximately 99% of the issued and outstanding shares of common stock of the Company. The Transaction resulted in a change in control (“Change in Control”) of the Company from the Sellers to the Purchaser.
Our Application
An average man has only a limited knowledge about diseases, their various symptoms and, therefore, some are discovered at their late phases of development. Researches have shown thatFollowing this Change in Control, the top three causes of deathCompany changed its business plan to engage in online business service in the United States are linkedPeople’s Republic of China. The Company plans to health conditions. They are heart disease (23.4%engage in developments of all deaths), cancer (22.5%)personal daily life assistance mobile applications, online educational trainings, and chronic lower respiratory disease (5.6%)employment recruitment services in China. The Company plans to roll out the plan with a focus in the tier-3 and tie-4 cities in the threeprovinces of them account for over 50 percent of all deaths. Other death causes are stroke (5.1% of all deaths), diabetes (2.9%), InfluenzaGuangdong and pneumonia (2.1%)Guangxi first. The Company is presently evaluating the optimal corporate and kidney disease (1.8%). A substantial proportion oflegal structures in China necessary to establish and implement these diseases could be prevented by regular health check-ups, monitoring of health condition patternsbusiness plans. The Company aims to start implementing these business plans in 2020 but its ability to execute on its business plans and on-time pills/injections taking.
“Kelinda” is a subscription-based multi-lingual mobile application that provides comprehensive health lab test panels and pill-taking reminders for children and adults and a truly outstanding tool to saving lives.
“My Account” tab displays selected panels, check-ups and pill taking lists that a user may opt to undertake. These panels may be added frominitiatives will depend upon the Panels tab on the Main Menu.
“Panels” tab demonstrates a list of various check-up panels with detailed user information on what they are, frequency of health screenings, and impact to preventing numerous diseases, etc. Each panel consists of a list of consultations, analyses and tests. These panels are also arranged by categories: “Disease” (if a person has a predisposition to a disease, he adds one outdevelopments of the presented panels to personal check-up calendar). A user may alternatively choose to undertake only a specific analysis from “Analyzes” tab.pandemic, including the duration and spread of the COVID-19 and lockdown restrictions imposed by the respective various governments and oversight bodies in China.
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“Results of OperationsRecommendations
”Revenue: general panels which should be held on a monthly/yearly/5-year/10-year basis by everyone as well as advised panels corresponding specified age
For the three and age group, sexnine months ended March 31, 2020 and BMI2019, the Company did not generate any revenue.
Operating Expenses
Total operating expenses for the three months ended March 31, 2020 and 2019 were $9,314 and $1,222, respectively. The operating expenses for the three months ended March 31, 2020 primarily included depreciation expense of a user.
Users can create personal visit schedules$6,915 and enable/disable notifications aboutprofessional fees of $1,561, whereas for the upcoming events.same period of 2019, the operating expenses primarily included professional fees of $924. The reminders come up as in-app pop-ups and gentle remindersincrease in 2020 was mainly due to the user’s email address. Alternatively, users may use the default schedules of selected panels, whereas a user determines an exact start date by creating an entryincreases in depreciation expenses related to furniture and equipment and intangible assets and professional fees in fiscal 2020 due to the calendar.increase in business activities in our mobile App developments.
Total operating expenses for the nine months ended March 31, 2020 and 2019 were $42,950 and $9,610, respectively. The schedulesoperating expenses for the nine months ended March 31, 2020 primarily included depreciation expense of $23,590 and professional fees of $18,005, whereas for the application are automatically synched with Apple Calendar and / or Google Calendar.
same period of 2019, the operating expenses primarily included professional fees of $8,489. The application allows users to store personal data, such as test results and doctors’ conclusions and prescriptions. All such information may be uploaded at users’ individual discretion. “Kelinda” empowers data exchange between users upon acceptance of such allowance. Initially, personal data is only available for viewing and not for downloading nor screenshotting.
“Kelinda” is a great reminding tool. The app lets you create multiple reminders for multiple medications and doctor appointments and includes a repeat function along with notification reminders.
After downloading the mobile application from a market (iOS or Android), the user is provided an opportunity to use the application for free for 30 calendar days. After the expiration date, users are offered to sign up for a paid subscription.
The success of this app will rest on providing the end-user trustworthy and useful information. One of the innovative features of this app is that it will allow users to find health panels that prevent particular diseases, upload and share documents with doctors and friends, and will provide useful information about our healthincrease in general. It is hoped that these features, along with the clean and easy to use user interface will propel “Kelinda”2020 was mainly due to the head of the growing health app market.
The success of this app will rest on providing the end-user trustworthyincreases in depreciation expenses related to furniture and useful information. One of the innovative features of this app is that it will allow users to find health panels that prevent particular diseases, uploadequipment and share documents with doctorsintangible assets and friends, and will provide useful information about our healthprofessional fees in general. It is hoped that these features, along with the clean and easy to use user interface will propel “Kelinda”fiscal 2020 due to the head of the growing health app market.
Competition
We expect to face strong competition from the on Med-Care Application industry that nowadays is rapidly developing, and which popularity is continuously growing. The most competitive service provider is MediSafe that is intended to be used by patients who are on prescription medications for a medical diagnosis and that has been selected as one of Healthline’s Best Bipolar Apps of 2018. Though this company is well-known, it is limited to providing pills reminders, whereas “Kelinda” not only will remind users to take their medications but will additionally allow users to find health panels that prevent development of particular diseases, upload and share documents with doctors and friends, and will provide useful information about their healthincrease in general. These points are positioned to bebusiness activities in our strengths and opportunities over any competition we might currently face.
Revenue
The Company’s revenue is to be generated from in-app subscriptions. Additionally, we might consider selling the advertising slots for in-app advertising to other applications.
Employees Identification of Certain Significant Employees.mobile App developments.
We are a start-up companyalso incurred other expenses of $76,790 for the three and currently have two employees – Petru and Andrei Afanasenco.
Petru Afanasenco – President and Director, who is in charge of the core business processes and its financials.
Andrei Afanasenco – Chair, Secretary and Treasurer, who is in charge of day-to-day business processes, App development and PR.
We intend to outsource any additional services if the business requires so.
The Office
Our executive office is located at str. Mihail Kogălniceanu, 66, off. 3, Chisinau, Republic of Moldova, MD-2009. Our telephone number is +373 621-150-42. We are open every day from 8:00am to 6:00pm local time except for holiday days in the Republic of Moldova.
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Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. As a smaller reporting company, we may face an effect of existing or probable governmental regulations on the business, Item 101(h)(4)(ix) of Regulation S-K. Duenine months ended March 31, 2020 due to the specificswrite-off of the business, Kelinda shall comply to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") regulations and may face an impact on users allowance to upload and store personal health data.
Legal Proceedings
During the past ten years, none of the following occurred with respect to the Board of Directors of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments.
Our Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act
Our Company shall continue to be deemed an emerging growth company until the earliest of—
1.
The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000) (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers, published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
2.
Its total annual gross revenues are $1.07 billion or more;
3.
The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title’;
4.
The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000 in non-convertible debt; or
5.
The date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240. 12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’
Pursuant to the Rule 405 of the Securities Act of 1933, the Company would cease to be an emerging growth company if it has more than $1.0 billion in annual revenues, its total annual gross revenues are $1.07 billion or more, or issues more than $1.0 billion of non-convertible debt over a three-year period.
As an emerging growth company, Kelinda is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
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Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company, the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require shareholder approval of executive compensation and golden parachutes.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.
We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we do have fixed assets and realintangible assets as a result of the change of our business operations.plans. For the same periods in 2019, other expenses were $nil as there were no such transactions.
Going Concern
The future of our company is dependent upon itsour ability to obtain financing to implement our new business plans and upon future profitable operationsinitiatives and our ability to generate positive net profits from the saleour implementation of products and services through our website and application.business plans. Management has plans to seek additional capital funding through a private placement and public offering ofeither equity financings or debt financings from its common stock,substantial shareholders, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern.
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Liquidity and capital resourcesCapital Resources
As of March 31, 2020, the Company had no assets. As of June 30, 2019, the Company had $9,296 in total assets. These assets are in cash of $6,200, prepaid expenses of $1,488 and fixed assets of $1,608. As of June 30, 2018, the Company had $4,341$100,792 in total assets.
As of March 31, 2020, the Company had no liabilities and an accumulated deficit of $140,828. As of June 30, 2019, the Company had $9,815$86,365 in liabilities and an accumulated deficit of $13,369. As$21,088.
Cash Flows from Operating Activities
For the nine months ended March 31, 2020, net cash used in operating activities was $72,510 for the operations of June 30, 2018, the Company had $1,100during the period, which is the result of: (i) net loss for the period of $119,740; (ii) adjustment of non-cash depreciation of $23,590; (iii) adjustment of non-cash write-off of fixed assets and intangible assets of $76,790; and (iv) change in liabilities and an accumulated deficitaccounts payable of $3,759.$53,150.
CASH FLOWS FROM OPERATING ACTIVITIES
ForNet cash used in operating activities for the nine months period ended March 31, 2019 was $8,452.
Cash Flows from Financing Activities
For the nine months ended December 31, 2019, net cash flows used in operatinggenerated by financing activities was $8,452. Net cash used in operating$72,098, including loan proceeds of $50,688 and shareholders’ capital contribution of $21,410. Cash flows from financing activities for the period from inception on December 18, 2017 to March 31, 2018 was $3,391.
CASH FLOWS FROM FINANCING ACTIVITIES
For the nine months period ended March 31, 2019 net cash flows generated by financing activities was $14,565. Cash flows from financing activities for the period from inception on December 18, 2017 to March 31, 2018 was $7,100.$14,565, including loan proceeds of $8,715 and common stock sales of $5,850.
We have no material commitments for the next twelve months. We will however require additional capital to meet our liquidity needs.
Results of Operations Material Commitments
For the three months period ended March 31,On August 21, 2019, and 2018 the Company has not generated any revenue.
Forentered into a new rental agreement for use of an address, office facilities, IT and telecommunication systems, office equipment and secretarial services. The contract is $73 per month and is entered into for an unspecified term. As a result of the nine months period ended March 31, 2019 and since inception on December 18, 2017, to March 31, 2018,Change in Control, the Company has not generated any revenue. This was due to unforeseen circumstances in which,is no longer using these virtual office secretarial services. Other than these lease, the Company was unable to release the application on timedoes not have other commitments.
Our net loss for the three months periods ended March 31, 2019, and 2018 were $1,222 and $3,391 accordingly.
Our net loss for the nine months periods ended March 31, 2019, and since inception on December 18, 2017, to March 31, 2018, were $9,610 and $3,391 accordingly.
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Off-Balance Sheet Arrangements
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.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’smanagement’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
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| ITEM 3. | |
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NoneNot applicable.
| ITEM 4. | |
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Our management is responsible for establishing and maintaining a system of disclosure
Disclosure controls and procedures (as defined in Rule 13a-15(e)are controls and 15d-15(e) under the Exchange Act)other procedures that isare designed to ensure that information required to be disclosed by us in theour reports that we filefiled or submitsubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’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 thecompany reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to the issuer’s management, including itsour 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 conductedAs required by Rules 13a-15 and 15d-15 under the supervisionExchange Act, our principal executive officer and with the participation of our managementprincipal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019.2020. Based on thatupon their evaluation, our managementprincipal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective asdue to the material weakness identified below due to our limited resources:
• Lack of such date to ensureproper segregation of duties; and
• Lack of a formal control process that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarizedprovides for multiple levels of supervision and reported within the time periods specified in SEC rules and forms.review.
Changes in Internal ControlsControl over Financial Reporting
There was no changehave not been any changes in the Company’sour internal controlcontrols over financial reporting that occurred during the quarterly period covered by this reportour fiscal quarter ended March 31, 2020 that hashave materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.
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PART II.II - OTHER INFORMATION
ITEM 1. | LEGAL |
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.None.
ITEM 1A. | RISK |
NoneNot applicable
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF |
NoneNone.
ITEM 3. | DEFAULTS UPON SENIOR |
NoneNone.
ITEM 4. | MINE SAFETY |
NoneNot applicable.
ITEM 5. | OTHER |
NoneNone.
ITEM 6. |
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The following exhibits are includedfiled as part of, or incorporated by reference into, this report by reference:Quarterly Report.
| No. | Description of Exhibit | |
| the Sarbanes-Oxley Act of 2002 | |
| 2002 | |
| 101.INS* | XBRL Instance Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith
**Furnished herewith
SIGNATURES
| 15 |
Pursuant to the requirements of the Securities Exchange Act of 1933, as amended,1934, the registrant has duly caused this registration statementreport to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Chisinau, Republic of Moldova on May 6, 2019.authorized.
| KELINDA | ||
| ||
| Date: May 20, 2020 | /s/ Fuming Yang | |
| Fuming Yang | |
| Title: | President. Treasurer and Secretary | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
| 16 |
Petru Afanasenco,
President, director, principal executive officer, principal financial officer, principal accounting officer and controller
16