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GBTT Gabbit

Filed: 14 Jan 22, 2:43pm

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the quarterly period ended November 30, 2021
  
or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the transition period from _____ to _____

 

Commission File Number: 000-56314

 

GABBIT CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada 37-1790061

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

9130 South Dadeland Blvd. Suite 1528 Miami, FL 33156
(Address of principal executive offices) (Zip code)

 

1 888 679 3350
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  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, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  Accelerated filer
Non-accelerated filer  Smaller reporting company
  Emerging growth company

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:           None 

 

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

 

Title of each classTrading Symbol (s)Name of each exchange on which registered
   
Common Stock, $0.001 par valueGBTTOTC

 

As of January 11, 2022, there were 11,490,000 shares of the registrant’s common stock, $0.001 par value, outstanding. 

 

   

 

 

Gabbit Corp.

 

TABLE OF CONTENTS

 

 Part I.  Financial InformationPage No.
   
Item 1.Financial Statements of Gabbit Corp. 
   
 

Condensed Balance Sheets -

November 30, 2021 (Unaudited) and February 28, 2021

1
  
 

Condensed Statements of Operations -

Three Months and Nine Months Ended November 30, 2021 and 2020 (Unaudited)

2
   
 

Condensed Statement of Changes in Stockholders’ Equity -

Nine Months Ended November 30, 2021 and 2020 (Unaudited)

3
   
 

Condensed Statements of Cash Flows -

Nine Months Ended November 30, 2021 and 2020 (Unaudited)

4
   
 

Notes to Financial Statements -

Nine Months Ended November 30, 2021 and 2020 (Unaudited)

5
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations8
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk10
   
Item 4.Controls and Procedures10
   
 Part II. Other Information 
   
Item 5.Unregistered Sales of Equity Securities and Use of Proceeds11
   
Item 6.Other Information11
   
Item 7.Exhibits11
  
SIGNATURES12

 

 

 

 

 

 

 

 

 

 

 

 

 i 

 

 

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, $0.001 par value 75,000,000 shares authorized; 11,490,000 shares issued and outstanding as of November 30, 2021 and February 28, 2021  11,490   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 to condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

 

 

 

 

 

 

 

 

 3 

 

 

Gabbit Corp.

STATEMENTS OF CASH FLOWS

(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 

 

 

 

See accompanying notes to condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

 

 

Gabbit Corp.

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED NOVEMBER 30, 2021

(UNAUDITED)

 

 

Note 1 – Organization and Basis of Presentation

 

Organization and Basis of Presentation

 

Gabbit Corp. (the “Company”) is a corporation incorporated under the laws of the State of Nevada on August 16, 2015.

 

The Company plans to develop operations as a Bitcoin “miner”, which is a company that allocates computational resources to support and secure the Bitcoin blockchain, and in doing so earn Bitcoin.

 

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of 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.

  

Note 2 – Summary 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

 

The 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 during the reporting period. Actual results could differ from those estimates.

 

 

 

 

 5 

 

 

Loss per Common Share

 

Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. As a result, diluted loss per common share is the same as basic loss per common share for the three and nine months ended November 30, 2021 and 2020.

 

Income Taxes

 

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred 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 asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

 

Recent Accounting Pronouncements

 

The Company 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.

 

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 current liabilities cast significant doubt on the company’s ability to operate under the going concern. The Company filed 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 normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock. The failure to achieve the necessary levels of profitability or obtaining additional funding would be detrimental to the Company.

 

Note 4 – Related 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 75,000,000 shares of common stock authorized with a par value of $0.001 per share. As of November 30, 2021 and February 28, 2021, the Company had 11,490,000 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 connection 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 properties, finalizing terms of the agreement, receiving the necessary waivers and consents 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 a fully diluted basis, the restructuring and or retirement of $21.5 million in debt. The transaction is 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 and members of the datacenter’s ownership team will join our company as c-suite employees.

 

 

 

 

 7 

 

 

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

 

Cautionary Statement Regarding Forward-Looking Statements

 

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 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 are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, 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 cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.

 

General Overview

 

Results of operations

 

Three months ended November 30, 2021 compared to the three months ended November 30, 2020

 

Net Loss

 

For the three months ended November 30, 2021 and 2020 we incurred net losses of approximately $4,544 and $300 respectively.

 

Revenue

 

For the three months ended November 30, 2021 and 2020, we generated no revenue.

  

Expenses

 

For the three months ended November 30, 2021 we incurred expenses 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 approximately $300 which was primarily related to transfer agent fees.

 

 

 

 8 

 

 

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 2020 we incurred net 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 approximately $1,650 which was primarily related to transfer agent and state fees.

 

Financial condition

 

Liquidity and 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 2020 we incurred net losses of approximately $14,272 and $1,650 respectively. As of November 30, 2021 we had no cash on hand and current liabilities of $26,477. As of February 28, 2021, we had no cash on hand and current liabilities of $12,205.

 

We will 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 existing shareholders will provide any portion of our future financing requirements.

 

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

 

 

 

 

 9 

 

 

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

Item 4.Controls and Procedures

 

The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the 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 the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are not effective as of the end of the period covered by this quarterly report.

 

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the 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 quarter ended November 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II. OTHER INFORMATION

 

Item 5.Unregistered Sales of Equity Securities and Use of Proceeds.

  

Purchases of Equity Securities

 

We did not, nor did any affiliated purchaser, make any repurchases of our securities during the nine months ended November 30, 2021.

 

Item 6.Other Information

 

None

 

Item 7.Exhibits.

 

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, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 GABBIT CORP.
  
Date: January 14, 2022By: /s/ ADAM LAUFER
  Name:Adam Laufer
  Title:Co-chief Executive Officer (Principal Executive Officer)
   
Date: January 14, 2022By:/s/ PAVAN CHARAN
  Name:Pavan Charan
  Title:Chief Financial Officer and
   Chief Accounting Officer
   (Principal Financial Officer)
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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