Innovation1 Biotech Inc. - Quarter Report: 2017 May (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: May 31, 2017

o 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: 333-203373

430/23 Moo 12, Nongprue, Banglamung Chonburi, 20150 Thailand

Telephone No.: (775) 882-1013

(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) 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 o

Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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  o No x (Not required by smaller reporting companies)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company.

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

As of May 31, 2017, there were 52,637,500 shares of common stock, $0.001 par value, issued and outstanding.

My Cloudz, Inc.

Quarterly Report on Form 10-Q

Table of Contents

MY CLOUDZ, INC.

FINANCIAL STATEMENTS

May 31, 2017

(Unaudited)

MY CLOUDZ, INC.

CONDENSED BALANCE SHEETS

On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. All shares amounts have been retroactively adjusted for all periods presented.

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

MY CLOUDZ, INC.

STATEMENT OF OPERATIONS

(Unaudited)

On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. All shares amounts have been retroactively adjusted for all periods presented.

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

MY CLOUDZ, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

My Cloudz, Inc. was incorporated in the State of Nevada as a for-profit Company on July 31, 2014 and established a fiscal year end of August 31. The Company intends to market and sell its planned online data storage through its intended website.

Going concern

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $73,782. As at May 31, 2017 the Company has a working capital deficit of $62,263. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of May 31, 2017 the Company has funded initial expensed through advances from the president. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended August 31, 2016 included in the Company’s 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ending August 31, 2017.

Comprehensive Loss

“Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, 2017, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates.

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of May 31, 2017. As of May 31, 2017 the Company had $401 held in an escrow account with Highlands Escrow, Trust and Real Estate Services Co. Ltd.

Financial Instruments

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair value of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per Common Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 includes the date of enactment or substantive enactment.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – CAPITAL STOCK

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

On November 10, 2014, the Company issued 1,250,000,000 common shares at $0.000004 per share to the sole director and president of the Company for cash proceeds of $5,000.

On March 11, 2016, the Company closed of its financing and the Company issued 20,137,500 common shares to 30 shareholders at $0.0002 per share for net cash proceeds of $4,029.

On March 15, 2016, the founding shareholder of the Company returned 1,217,500,000 restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000008 per share for a total consideration of $10 to the shareholder.

On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. The issued and outstanding common stock increased from 210,550 to 52,637,500 as of March 15, 2016.

On May 29, 2017 the directors of the Company approved the issuance of 2,500,000 common shares at $0.001 to Thomas Puzzo to provide legal services to the Company for a term of one year. These shares were issued on July 11, 2017.

All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 250:1 forward split have been adjusted to reflect the stock split on a retroactive basis unless otherwise noted.

As of May 31, 2017, the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 4 – LETTER OF INTENT – C3 GLOBAL BIOSCIENCES

On June 15, 2017, My Cloudz, Inc., a Nevada corporation (the “Company”), announced it had entered into a non-binding letter of intent, dated May 23, 2017 (the “Letter of Intent”), with C3 Global Biosciences., a Nevada corporation (“C3 Global Biosciences”), pursuant to which, the Company has proposed to acquire C3 Global Biosciences. The prospective transaction is contemplated to be structured as a share exchange, whereby the Company would acquire all issued and outstanding shares and other securities of C3 Global Biosciences in exchange for shares of common stock of the Company, such that upon closing of the share exchange, the shareholders of C3 Global Biosciences would hold 70% of the issued and outstanding shares of common stock of the Company, and C3 Global Biosciences would be a wholly-owned subsidiary of the Company.

C3 Global Biosciences is a business committed to developing sustainable health solutions through the advancement of cannabidiol “CBD” science.

The Letter of Intent provides that until (i) June 23, 2017, neither the Company nor C3 Global Biosciences may negotiate or deal with any other party with respect to any matter related to the prospective share exchange, and (ii) that definitive documentation regarding the prospective share exchange shall be executed not later than July 6, 2017, and that closing shall take place not later than July 7, 2017. The closing date for this transaction will be extended until August 11, 2017.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of May 31, 2017 the Company’s outstanding related party advances balance is $64,487 (August 31, 2016 - $27,187). The amounts are due to the Company’s President and, are non-interest bearing, unsecured, expected to be repaid and considered a current liability.

NOTE 6 – SUBSEQUENT EVENTS

On June 1, 2017 the directors of the Company approved to sell up to ten million (10,000,000) common shares of the Company stock at $0.001 per share. During May and June 2017, the Company had sold 7,500,000 shares. These shares were issued on July 11, 2017.

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

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Results of Operations

For the three-month periods ended May 31, 2017 and May 31, 2016 we had no revenues. Expenses for the three-month period ended May 31, 2017 totaled $3,975, resulting in a net loss of $3,975 compared to expenses totaling $15,000 and a net loss of $15,000 for the three-month period ended May 31, 2016. The net loss of $3,975 for the three-month period ended May 31, 2017 is comprised of $725 in general and administrative expenses and professional fees of $3,250, comprised primarily of accounting expenses. The net loss of $15,00 for the three-month period ended May 31, 2016 is comprised of $15,000 in general and administrative expenses.

For the nine-month periods ended May 31, 2017 and May 31, 2016 we had no revenues. Expenses for the nine-month period ended May 31, 2017 totaled $20,684, resulting in a net loss of $20,684 compared to expenses totaling $28,008 and a net loss of $28,008 for the nine-month period ended May 31, 2016. The net loss of $20,684 for the nine-month period ended May 31, 2017 is comprised of $5,384 in general and administrative expenses and professional fees of $15,300 comprised primarily of accounting expenses. The net loss of $28,008 for the nine-month period ended May 31, 2016 is comprised of $15,370 in general and administrative expenses and professional fees of $12,638 comprised primarily of accounting expenses.

Liquidity and Capital Resources

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our president and director has invested $5,000 in the Company and, additionally, has loaned the Company $64,487 in the way of a non-interest bearing loan. At the present time, we have received $4,028 from the sale of common shares to 30 investors during March 2016. No other arrangement has been made to raise additional cash. We will need additional cash and if we are unable to raise it, we will either suspend operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely. We must raise cash to implement our strategy and stay in business.

As of May 31, 2017, we had $401 in cash as compared to $5,108 in cash at August 31, 2016. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of May 31, 2017 the Company’s sole officer and director, Mr. Sommay Vongsa has loaned the Company $64,487 and he has indicated that he may be willing to provide a maximum of an additional $15,000, required maintain our reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.

We do not anticipate researching or releasing our proposed product, nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation with a limited operating history and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Off Balance Sheet Arrangements

Our President, Sommay Vongsa has undertaken to provide the Company with operating capital to sustain its business over the next twelve-month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract or written agreement in place securing this agreement. Investors should be aware that Mr. Vongsa’s expression is neither a contract nor an agreement between him and the Company.

Other than the above-described situation, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. As reported in our annual report on Form 10-K, which included our financial statements for the year ended August 31, 2016, the Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.

The material weaknesses in our disclosure control procedures are as follows:

We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:

Changes in Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

As reported in our annual report on Form 10-K, which included our financial statements for the year ended August 31, 2016, management is aware that there is a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of May 31, 2017. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2017 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

On May 29, 2017the directors of the company approved the issuance of 2,500,000 common shares at $0.001 to Thomas Puzzo to provide legal services to the company for a term of one year. These shares were issued on July 11, 2017.

On June 1, 2017 the directors of the Company approved to sell up to ten million (10,000,000) common shares of the Company stock at $0.001 per share. During May and June 2017, the Company had sold 7,5500,000 shares. These shares were issued on July 11, 2017.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

On June 15, 2017, My Cloudz, Inc., a Nevada corporation (the “Company”), announced it had entered into a non-binding letter of intent, dated May 23, 2017 (the “Letter of Intent”), with C3 Global Biosciences., a Nevada corporation (“C3 Global Biosciences”), pursuant to which, the Company has proposed to acquire C3 Global Biosciences. The prospective transaction is contemplated to be structured as a share exchange, whereby the Company would acquire all issued and outstanding shares and other securities of C3 Global Biosciences in exchange for shares of common stock of the Company, such that upon closing of the share exchange, the shareholders of C3 Global Biosciences would hold 70% of the issued and outstanding shares of common stock of the Company, and C3 Global Biosciences would be a wholly-owned subsidiary of the Company.

C3 Global Biosciences is a business committed to developing sustainable health solutions through the advancement of cannabidiol “CBD” science.

The Letter of Intent provides that until (i) June 23, 2017, neither the Company nor C3 Global Biosciences may negotiate or deal with any other party with respect to any matter related to the prospective share exchange, and (ii) that definitive documentation regarding the prospective share exchange shall be executed not later than July 6, 2017, and that closing shall take place not later than July 7, 2017. The closing date for this transaction will be extended until August 11, 2017.

Item 6. Exhibits.

____________ 

* Included in Exhibit 31.1

** Included in Exhibit 32.1

SIGNATURES

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