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INKI Inky

Filed: 2 Feb 21, 9:02am

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


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

For the fiscal year ended November 30, 2020


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 333-229748



INKY

(Exact name of registrant as specified in its charter)


Nevada


37-1904036


7371

(State or Other Jurisdiction of Incorporation or Organization)


(I.R.S. Employer

Identification Number)


(Primary Standard Industrial Classification Code Number)



Ioanna Kallidou,

President and Chief Executive Officer

36 Aigyptou Avenue, Larnaca, 6030, Cyprus

Phone: + 35725057246



(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)

 

 


Securities registered under Section 12(b) of the Exchange Act:


Title of each class


Trading Symbol


Name of each exchange on which registered

N/a


N/a


N/a






Securities registered under Section 12(g) of the Exchange Act:

None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]       No [X]


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


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 [X]       No [   ]


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X]       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

[X]

Smaller reporting company

[X]


Emerging growth company

[   ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [   ]


Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.     [   ]


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


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   4,958,023   common shares issued and outstanding as of February 1, 2021.




2


TABLE OF CONTENTS





Page

 

 


PART I





Item 1.

Description of Business.

4

Item 1A.

Risk Factors.

6

Item 1B.

Unresolved Staff Comments.

6

Item 2

Properties.

6

Item 3.

Legal proceedings.

7

Item 4.

Mine Safety Disclosures.

7




PART II

 


 

 


Item 5.

Market for Common Equity and Related Stockholder Matters.

7

Item 6.

Selected Financial Data.

8

Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

8

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

8

Item 8.

Financial Statements and Supplementary Data.

8

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

18

Item 9A.

Controls and Procedures

18

Item 9B.

Other Information.

19

 

 


PART III

 


 

 


Item 10

Directors, Executive Officers, Promoters and Control Persons of the Company.

19

Item 11.

Executive Compensation.

20

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

20

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

21

Item 14.

Principal Accounting Fees and Services.

21




PART IV



 

 


Item 15.

Exhibits

21




Signatures

22



 






3

 

 



PART I

Item 1. Description of Business


DESCRIPTION OF BUSINESS


Overview


Inky is a company, incorporated in the State of Nevada on June 12, 2018. Inky (we,” “us, or the Company) develops, publishes and markets mobile software application for smartphones and tablet devices (Apps). Inky is engaged in mobile applications development. Inky facilitates the User deciding what and where to ink without having to actually commence the tattoo procedure. The User simply utilizes Inky to preview a proposed tattoo. Then the tattoo technician utilizes the User phones camera to position and overlay the proposed tattoo. Users will be able to download our Application through direct-to-consumer digital storefronts, such as the Apple App Store and Google Play Market.

  

We plan to generate revenue from sales, or downloads, of our App and from advertisements published on our ad supported app titles.

 

The member of our management has accumulated significant experience, knowledge and contacts across the key disciplines in the digital and mobile industries. This encompasses digital and social media sales, advertising, operations, and technology and product development and deployment. We expect to leverage managements industry experience and contacts to our advantage.

 

Industry Background and Trends


An App is a type of application software designed to run on a mobile device, such as a smartphone or tablet device. Inky is an App that facilitates the user deciding what and where to ink without having to actually commence the tattoo procedure.

 

Over the last several years, mobile devices, including smartphones and tablets, have proliferated extensively around the world across a wide range of demographic groups, which is demonstrated in the following statistics published by the noted sources:


· As of August 2017, there are over 3.5 billion unique mobile internet users. Source: Statista

· Users spend on average 69% of their media time on smartphones. Source: comScore

· Mobile devices will drive 80% of global internet usage. Source: Zenith

· 50% of the time individuals spend on digital media is on mobile apps. Source: comScore

· The total number of Android app downloads in 2016 was 90 billion. Source: App Annie

· Despite the sea of choice for mobile apps available for both iOS and Android, in real life people tend to use only a few on a daily basis. The average number of apps people use is 9 apps daily, and 30 apps monthly. Source: TechCrunch

· Mobile websites get more visitors than native apps. But those people spend a lot less time on mobile websites than they do on apps. Source: comScore

· There are about 8 million apps in the Google Play store, 2.2 million in the Apple App Store, 669K in the Windows Store, and 600K in the Amazon Appstore. Source: Statista


As mobile devices have become more prevalent, the mobile Apps industry has experienced corresponding growth in the number of Apps published and the niches they serve, as well as the revenues they generate. We believe that there will continue to be an increase in the number of smartphones and tablets sold. In addition, Apple, Samsung and other mobile device manufacturers have introduced new, larger and more powerful smartphones and tablets that enable more complex Apps and that allow app developers to create apps that are optimized for larger screen sizes and designed to take advantage of these devices advanced capabilities and functionality. We believe that the proliferation of and technological developments to mobile devices will continue to drive growth in our industry for the foreseeable future.

 

Our App 


Inky is engaged in mobile applications development area.


The app includes a selection of designs by different tattoo artists that you can try out virtually via the automation of smartphone-powered augmented reality placing pixels on your flesh in real-time.


There are two profiles: User and Master in our application. If you want to share your sketches and your work with others, you need to sign up as Master. If you just want to try the tattoo via our application on your body you should sign up as User. You can change your account mode to the other without any problem, just sign out from the current mode and sign up as the other as needed. As Master, you can upload your own sketches to the app to see whether your pen skills are sharp enough to merit leaving a permanent mark on your person.

 

4

 


The app asks you to put a little ink on your skin think of that as part of the try before you buy process because you need to draw an inky sign in the form of an octopus on your person in the place where youre considering the real deal.

 

Then the Augmented Reality (AR) tech uses your phones camera, combined with your three ink marks, to position and overlay what might be your future tattoo. So youre peeking through your smartphone screen at an alternative tattooed you. Which is about as useful as AR gets right now.


Our app is designed to appeal to a variety of age groups ranging from younger teens to adults. We offer our app in both a free advertisement-supported version and a paid version that does include the tattoo base from Inky, as Inky Master. We believe that by offering free ad supported versions we can build a significantly larger customer base more quickly than we could if we charged users an up-front fee to download our apps since they may be reluctant to purchasing an app without first playing it. If the users enjoy a title, they may purchase the app and try Inky tattoo base.


In the future, we intend to broaden the scope of our App to include piercing, scarring, tunnels, microdermabrasion, tattoos on the white of the eye, microdermabrasion (silicone implants).


In the future, we also plan to develop our application in the application-profile for the Masters who will fill in information about themselves and users will choose the real tattoo Master according to the tattoo works and their geolocation.

 

Sales, Marketing and Distribution

 

We plan to market, sell and distribute our Inky Apps exclusively through Apples App Store and through the Google Play Store, the largest direct-to-consumer digital storefronts. We expect that a majority of our revenues will be derived from sales on the Apple App Store.


We plan to generate revenue from downloads of our paid App mode and from advertisements published on our ad supported app and game titles. We are planning to enter into agreements with each of Apple and Google that govern our relationship as developers / distributors on their respective storefronts.


We will complete the process of migrating the Apps into our corporate structure. We recently retained a new ad network that we believe employs a more effective technology platform and a more aggressive direct sales team. We also are integrating into our existing app and will incorporate into our new apps lucrative ad models and in-app purchasing.

 

We may partner with other App publishers to develop and market new titles. These types of arrangements will allow us to defray development and marketing costs among a wider range of titles and increase our chances of publishing a successful title.

 

We will employ advanced analytics, a means of analyzing data we collect about users of our Apps, to develop and publish more appealing titles and features in our apps.

 

Our ability to market our Apps successfully on direct-to-consumer digital storefronts will depend on a number of factors, including our ability to build relationships with storefront owners and educate them about our title roadmap so that they feature or otherwise prominently place them within the storefront. If we are able to achieve these ends, we believe that consumers are more likely to find our Apps, which may result in greater downloads and more revenue. We believe that a number of factors may influence the featuring or placement of an App, including:


· the perceived attractiveness of the title;

· the level of critical or commercial success of the App or of other Apps previously introduced by a publisher;

· incorporation of the storefront owners latest technology in the publishers title;

· how strong the consumer experience is on all of the devices that discover titles using any given digital storefront;

· the publishers relationship with the applicable storefront owner and future pipeline of quality titles for it; and

· the current market share of the publisher.

 

We also expect to undertake a number of marketing initiatives designed to attract consumers to download our Apps, including:


· using social networking websites, such as Facebook and Twitter, focused directly at the target users of our Apps;

· paying third parties to advertise or incentivize consumers to download our Apps through offers or recommendations;

· using push notifications to alert existing and prospective users of updates to our Apps and new product offerings;

· cross-promoting our Apps through banner advertisements in our other Apps, as well as advertising our Apps in our competitors product offerings; and

 

 

5

 


· undertaking outreach efforts with video app websites and related media outlets, such as providing reviewers with access to our apps prior to launch.

  

Competition

 

Developing and distributing Apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, technologies and storefronts. With respect to competing for consumers of our app, we will compete primarily on the basis of app quality, brand and customer reviews. We will compete for promotional and digital storefront placement based on these factors, as well as our relationship with the storefront owner, historical performance, perception of sales potential and relationships with licensors of brands, properties and other content.

 

We believe that our small size will provide us a competitive edge for the time being and allow us to make quick decisions as to product development to take advantage of consumer preferences at a particular point in time.

 

With respect to our App, we compete with a continually increasing number of companies, including industry leaders such as Activision, DeNA, Electronic Arts (EA Mobile), Apploft, GREE, GungHo Online Entertainment, King Digital Entertainment, Nexon, Warner Brothers and Zynga and many well-funded private companies, including Kabam, Machine Zone, Rovio, Storm 8/Team Lava and Supercell. We could also face increased competition if large companies with significant online presences such as Apple, Google, Amazon, Facebook or Yahoo, choose to enter or expand in the apps space or develop competing apps. One of the main competitors is the InkHunter, whose prototype application is similar to ours. But we believe we are also a good competitor.

 

In addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies and individuals in all of our segments who are able to create and launch Apps and other content for these devices using relatively limited resources and with relatively limited start-up time or expertise.


Most of our competitors and our potential competitors have one or more advantages over us, including:

· significantly greater financial and personnel resources;

· stronger brand and consumer recognition;

· the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;

· more substantial intellectual property of their own;

· lower labor and development costs and better overall economies of scale; and

· broader distribution and presence.


Government Regulation

 

We are subject to various federal, state and international laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes and contests. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our customers, and deliver products and services, may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase and we may be subject to increased regulatory scrutiny.

 

Employees

 

We are a start-up company and currently have one employee only - Ioanna Kallidou, our president, treasurer, secretary and director. We intend to outsource any additional services if the business requires.


Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments


Not applicable to smaller reporting companies.


Item 2.  Description of Property


We do not own any real estate or other properties.  

 

 

6



Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures


Not applicable.

PART II


Item 5. Market for Common Equity and Related Stockholder Matters      


MARKET INFORMATION

  

There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted by one or more market makers who:


·

are approved by FINRA;

·

who agree to become a market maker in the security; and

·

who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange.

 

In order for a security to be eligible for quotation by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer. Currently, Ms. Kallidou, our President and Chief Executive Officer act as our principal financial and accounting officer.

 

We are seeking a market maker to submit an application for quotation to FINRA, though we have not yet identified a market maker to file such application. We can provide no assurance that we will be able to identify a market maker to submit an application to FINRA, that our common stock will be traded on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange or, if traded, that a public market will materialize.

  

HOLDERS

  

As of November 30, 2020, the Company had 4,654,200 shares of our common stock issued and outstanding held by a total of 18 shareholders of record.

  

DIVIDEND POLICY

  

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

  

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

  

We have no equity compensation or stock option plans.


RECENT SALES OF UNREGISTERED SECURITIES


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



During the year ended November 30, 2020, the Company issued 654,200 shares of common stock for cash proceeds of $19,626 at $0.03 per share.


There were 4,654,200 shares of common stock issued and outstanding as of November 30, 2020.


 

 

7



 


OTHER STOCKHOLDER MATTERS


None.


Item 6. Selected Financial Data


Not applicable to smaller reporting companies.


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Results of Operations for the years ended November 30, 2020 and 2019:


Revenue


During the years ended November 30, 2020, and 2019, we have not generated any revenues.


Operating expenses


Total operating expenses for the years ended November 30, 2020 and 2019 were $19,195 and $15,385. The operating expenses for the years ended November 30, 2020 and 2019 included Audit Fees of $17,000 and $12,030; Bank Service Charges of $400 and $456; Professional Fees of $420 and $949; Legal of $1,375 and $0; Rent Expense of $0 and $1,950.


Net Loss


Our net loss for the years ended November 30, 2020, and 2019, was $19,195 and $15,385, respectively.


Liquidity and Capital Resources and Cash Requirements


As of November 30, 2020, the Company had cash of $11,312 ($391 as of November 30, 2019). Furthermore, the Company had a working capital deficit of $15,854 ($16,285 as of November 30, 2019).


During the year ended November 30, 2020, the Company used $19,574 of cash in operating activities due to its net loss $19,195 and increase in Prepaid Expenses of $379. During the year ended November 30, 2019, the Company used $15,435 of cash in operating activities due to its net loss $15,385, decrease in Prepaid Rent of $1,950 and decrease in Accounts Payable of $2,000.


During the year ended November 30, 2020, the Company generated $30,495 ($10,676 as of November 30, 2019) of cash in financing activities which came from related-party loan of $10,869 ($10,676 as of November 30, 2019) and proceeds from sale of common stock of $19,626 ($0 as of November 30, 2019).


OFF BALANCE SHEET ARRANGEMENTS

  

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   


Not applicable to smaller reporting companies.


Item 8. Financial Statements and Supplementary Data   

 

 

 


 

8

 

 

 

 



INKY


FINANCIAL STATEMENTS


TABLE OF CONTENTS



 

 

Page

Report of Independent Registered Public Accounting Firm


10




Balance Sheets as of November 30, 2020 and 2019


11




Statements of Operations for the years ended November 30, 2020 and 2019


12


Statement of Stockholders Deficit as of November 30, 2020 and 2019


13




Statements of Cash Flows for the years ended November 30, 2020 and 2019


14




Notes to the Audited Financial Statements


15



 

 

 

 

 

 

 

9


 

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

_______________________________________________________________________________________________________


 

To the Board of Directors and Stockholders

INKY Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of INKY Inc. (the Company) as of November 30, 2020 and 2019, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern.  Managements plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.


/s/ Pinnacle Accountancy Group of Utah


We have served as the Companys auditor since 2019.


Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

February 1, 2021



 




10

 

 


INKY

BALANCE SHEETS



As of November 30,

2020

As of November 30, 2019

ASSETS





 



 

 

CURRENT ASSETS



 

 

Cash and cash equivalent

$

11,312

$

391

Prepaid expenses


379


Total Current Assets 


11,691


391






TOTAL ASSETS

$

11,691

$

391

 



 

 

LIABILITIES AND STOCKHOLDERS DEFICIT





 



 

 

LIABILITIES





Current Liabilities



 

 

Related-party loan

$

27,545

$

16,676

Total Current Liabilities


27,545

 

16,676

Total Liabilities 


27,545


16,676

 





STOCKHOLDERS DEFICIT





Common stock, $0.001 par value, 75,000,000 shares authorized; 4,654,200 and 4,000,000 shares issued and outstanding as of November 30, 2020 and 2019, respectively


4,654


4,000

Additional paid-in capital


18,972


Accumulated deficit


(39,480)


(20,285)

Total stockholders deficit


(15,854)


(16,285)

 





TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$

11,691

$

391




 




The accompanying notes are an integral part of these audited financial statements.

 

 


 

11

 

 

 

 


 

INKY

STATEMENTS OF OPERATIONS



For the year ended

November 30, 2020

For the year ended

November 30, 2019

EXPENSES

 

 


General and administrative expenses

$

 19,195

 15,385

Total expenses

 

 19,195

15,385

 

 

 

 

INCOME (LOSS) BEFORE TAX PROVISION

$

 (19,195)

 (15,385)

 

 

 

 

INCOME TAX PROVISION

$





NET INCOME (LOSS)

$

 (19,195)

 (15,385)





WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED

 

4,111,800

4,000,000

 

 

 

 

BASIC AND DILUTED NET LOSS PER SHARE

$

(0.00)

(0.00)



 




The accompanying notes are an integral part of these audited financial statements.


 

12

 

 

 

 


 

INKY

STATEMENT OF CHANGES IN STOCKHOLDERSDEFICIT

For the years ended November 30, 2020 and 2019



 

Common stock

Additional


Total

 


paid-in

Accumulated

stockholders

 

Shares

Amount

capital

deficit

deficit



 


 

 

 

 


 

Balance, November 30, 2018

4,000,000

$

 4,000

$

 

$

 (4,900)

$

(900)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

(15,385)

 

(15,385)



 


 

 

 

 


 

Balance, November 30, 2019

4,000,000

$

 4,000

$

$

(20,285)

$

(16,285)











Issuance of common stock for cash

654,200


654


18,972


 


19,626











Net income (loss)

 

 

 

(19,195)

 

(19,195)



 


 

 

 

 


 

Balance, November 30, 2020

4,654,200

$

 4,654

$

18,972

$

 (39,480)

$

(15,854)






 


The accompanying notes are an integral part of these audited financial statements.


13

 

 

 


 

INKY

STATEMENTS OF CASH FLOWS


 

As of November 30,

2020

As of November 30,

2019

CASH FLOWS FROM OPERATING ACTIVITIES

 

 



Net (loss)

$

 (19,195)

$

 (15,385)

Adjustments to reconcile net loss

to net cash used in operating activities:

 

 


 

Prepaid rent

 


1,950

Prepaid expenses


(379)


Accounts payable



(2,000)

Net cash flows used in operating activities

 

(19,574)


(15,435)

 

 

 


 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 


 

Related-party loan

 

10,869


10,676

Proceeds from sell of common stock


19,626


Net cash flows provided by financing activities

$

30,495

$

10,676

 

 

 


 

NET DECREASE IN CASH

$

10,921

$

(4,759)

 

 

 


 

CASH, BEGINNING OF PERIOD

$

391

$

5,150

 

 

 


 

CASH, END OF PERIOD

$

11,312

$

391






SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:





Cash paid for interest

$

$

Cash paid for income tax

$

$




 




The accompanying notes are an integral part of these audited financial statements.

 

 


 


14



 


INKY

NOTES TO THE AUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2020 AND 2019

Note 1 Description of Organization and Business Operations

Inky is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. Inky (we,” “us, or the Company) develops, publishes and markets mobile software application for smartphones and tablet devices (Apps). Inky is engaged in the mobile applications development area. Inky is an AR, app aiming to help users decide what and where to ink without having to regret the tattoo after the fact. The app includes a selection of designs by different tattoo artists that can be tested virtually via the automation of smartphone-powered augmented reality placing pixels on your flesh in real-time.

Our principal executive office is located at 24 Penteliss, Limassol 4102, Cyprus.

The Companys functional and reporting currency is the U.S. dollar.

Note 2 Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a startup company, the Company had no revenues and incurred losses as of November 30, 2020. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the Companys ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

At this time any results of financial impact of the COVID-19 pandemic cannot be reasonably estimated now but it may have a material adverse impact on our business, financial condition and results of operations.

Note 3 Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Companys year-end is November 30.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of November 30, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Use of Estimates

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

15



INKY

NOTES TO THE AUDITED FINANCIAL STATEMENTS

Note 3 Summary of Significant Accounting Policies (cont.)

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 $11,312 of cash and cash equivalents as of November 30, 2020 ($391 as of November 30, 2019).

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of November 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of November 30, 2020 and 2019, no amounts have been accrued for the payment of interest and penalties.  The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Research and Development Policy

ASC 730, Research and Development, addresses the proper accounting and reporting for research and development costs. It identifies those activities that are to be identified as research and development, the elements of costs that shall be identified with research and development activities, the accounting for these costs, and the financial statement disclosures related to them. Costs and expenses that can be clearly identified as research and development are charged to expense as incurred.

Software Development Policy

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.

Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Companys financial statements.

Note 4 Stockholders Equity


Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.

During the year ended November 30, 2020, the Company issued 654,200 shares of common stock for cash proceeds of $19,626 at $0.03 per share.

There were 4,654,200 and 4,000,000 shares of common stock issued and outstanding as of November 30, 2020 and 2019, respectively.

 

16


 


INKY

NOTES TO THE AUDITED FINANCIAL STATEMENTS

Note 5 Related Party Transactions

During the year ended November 30, 2019, the Companys director loaned to the Company $10,676.

During the year ended November 30, 2020, the Companys director loaned to the Company $10,869.

As of November 30, 2020, our sole director has loaned to the Company $27,545. This loan is unsecured, non-interest bearing and due on demand.


Note 6  Income Tax Provision


Deferred Tax Assets


As of November 30, 2020, the Company had net operating loss (NOL) carryforwards for Federal income tax purposes of $39,480.  No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Companys net deferred tax assets of approximately $8,291 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.


Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior years operations.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is n/a as of November 30, 2020 and 2019.


Components of deferred tax assets are as follows:



For the Year Ended

November 30, 2020


For the Year Ended

November 30, 2019

Net Deferred Tax Asset Non-Current:





 

 

 

 

Net Operating Loss Carry-Forward


$

39,480



 

$

20,285

 

 

Effective tax rate



21

%


 

 

21

%

 

Expected Income Tax Benefit from NOL Carry-Forward



8,291



 

 

4,260

 

 

Less: Valuation Allowance



(8,291)



 

 

(4,260)


 

Deferred Tax Asset, Net of Valuation Allowance


$

-




$

-


 


Income Tax Provision in the Statement of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:



For the Year Ended

November 30, 2020

 

Federal statutory income tax rate

 

 

21

%

 

Increase (reduction) in income tax provision resulting from:

 

 

 

 

 

Net Operating Loss (NOL) carry-forward

 

 

(21)

%

 

Effective income tax rate



0

%

 


Note 7 Subsequent Events


The Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported.  The Company determined that there were no reportable subsequent events to disclose in these financial statements other than those described below.

During December 2020 the Company issued 181,823 shares of common stock for cash proceeds of $5,455 at $0.03 per share.

During January 2021 the Company issued 122,000 shares of common stock for cash proceeds of $3,660 at $0.03 per share.

17


 


 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


There was a change in auditors from KSP Group Inc to Heaton & Company, PLLC in December 2019. The change was made with no disagreements between the parties.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures.




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


An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.



Managements Report on Internal Control over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Companys internal control over financial reporting as of November 30, 2020, using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.

We do not have an Audit Committee While not being legally obligated to have an audit committee, it is the managements view that such a committee, including a financial expert member, is an utmost important entity level control over the Companys financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over managements activities.


2.

We did not maintain appropriate cash controls As of November 30, 2020, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Companys bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.


3.

We did not implement appropriate information technology controls As at November 30, 2020, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Companys data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.


Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companys internal controls.


As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2020 based on criteria established in Internal Control- Integrated Framework issued by COSO.                                                     

 

 

 18



Changes in Internal Controls over Financial Reporting


There has been no change in our internal control over financial reporting occurred during the year ended November 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information.


None.



PART III


Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

  

Our executive officer's and director's and their respective ages are as follows:

  

Name

Age

Positions

Ioanna Kallidou


27

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director


Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.


IOANNA KALLIDOU


Ioanna Kallidou has acted as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on June 12, 2018. She is a graduate of the University of Nicosia with Bachelor's degree of Business Administration: Management (2010-2014) and distance Learned of Management Information Systems courses under the University of Nicosia (October 2013-June 2016). Since April 2016 to the incorporation date (April 2016-June 2018), Ms. Kallidou has been a junior software engineer at Crowares Inc. Her responsibilities were the following: clearly and regularly communicate with management and technical support colleagues, maintain and improve the performance of existing software, develop and implement new software programs, design and update software database and test the software products to ensure strong functionality and optimization. Ms. Kallidou has the following skills: modifying existing software to detecting and correcting an errors, improving performance, and upgrading interfaces; consultation with clients regularly regarding projects, proposals, and technical issues that arise during the development process; reports preparation on specifications and activities for each project; well collaboration with other team members to determine the best design specifications and details.


DIRECTOR INDEPENDENCE


Our board of directors is currently composed of one member, and she does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.

 

19

 


In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regard to our director's business and personal activities and relationships as they may relate to our management and us.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.


Item 11. Executive Compensation


EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

 

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years November 30, 2020 and 2019:


 Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)*

Option

Awards

($)*

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

($)

All Other

Compensation

($)

Total

($)

Ioanna Kallidou, President

2019

0

0

0

0

0

0

0

0


2020

0

0

0

0

0

0

0

0


Our sole officer and director has not received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to any officer or any member of our board of directors.


EMPLOYMENT AGREEMENTS


The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.


DIRECTOR COMPENSATION


The following table sets forth director compensation as of November 30, 2020 and 2019:


Name

Period

Fees

Earned or Paid in Cash

($)

Stock

Awards

($)

Opinion

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

  

Total

($)

Ioanna Kallidou, President

2019

0

0

0

0

0

0

0


2020

0

0

0

0

0

0

0


We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.

  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of



the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

 


20



Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.


The percentages below are calculated based on 4,654,200 shares of our common stock issued and outstanding as of the date of this prospectus. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.


  

Title of class

  

  

Name and Address of Beneficial Owner

  

Amount and Nature of Beneficial Ownership

  

Percent of Common Stock

  

Common Stock

  

Ioanna Kallidou

  

4,000,000

  

86%


Item 13. Certain Relationships and Related Transactions


Ms. Kallidou is considered to be a promoter, and currently is the only promoter, of Inky, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

  

On November 29, 2018 the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

  

As of November 30, 2020, Ioanna Kallidou has loaned us $27,545. The loan does not have any term, carries no interest and is not secured.

  

Item 14. Principal Accountant Fees and Services 


The following table sets forth the fees billed to our company for the years ended November 30, 2020 and 2019 for professional services rendered by Heaton & Company, PLLC, the independent auditor, and KSP Group, Inc., the former independent auditor:


Fees

 

2020

 

 

2019

 

Audit Fees

$

17,000

 

$

12,030

 

Audit Related Fees

 

-

 

 

-

 

Tax Fees

 

-

 

 

-

 

Other Fees

 

-

 

 

-

 

Total Fees

$

17,000

 

$

12,030

 



PART IV


Item 15. Exhibits


Exhibit No.


Description

31.1 

 

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




32.1 

 

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


 

 

 

 

21



 


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 


INKY

 


 

Date:   February 2, 2021

By:

/s/ Ioanna Kallidou

 


Ioanna Kallidou

Chief Executive Officer

(Principal Executive Officer)

and Chief Financial Officer

(Principal Financial and Accounting Officer)



 

 

 

 

 

 

 

 

 

 

 

 

22