TOUCAN INTERACTIVE CORP - Quarter Report: 2015 May (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended May 31, 2015
[ ] 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 ________
TOUCAN INTERACTIVE CORP.
(Name of small business issuer in its charter)
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Nevada (State or Other Jurisdiction of Incorporation or Organization) | 7320 (Primary Standard Industrial Classification Number) | EIN 36-4778745 (IRS Employer Identification Number) |
Sabanilla de Montes de Oca
Urbanizacion Carmiol, Casa 254
San Jose, Costa Rica
Phone : 514-448-4530
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Large accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,100,000 common shares issued and outstanding as of July 15, 2015.
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TOUCAN INTERACTIVE CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of TOUCAN INTERACTIVE CORP. (the Company), (a development stage company), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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TOUCAN INTERACTIVE CORP. Condensed Balance Sheets (Unaudited)
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| May 31, 2015 |
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| February 28, 2015 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents | $ | 838 | | $ | 14,392 |
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Total Current Assets |
| 838 | | | 14,392 |
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Total Assets | $ | 838 | | $ | 14,392 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities |
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Loan from director | $ | 4,478 | | $ | 1,678 |
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Total Liabilities |
| 4,478 | | | 1,678 |
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Shareholders Equity |
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Common Stock, par value $.001; 75,000,000 shares authorized, 5,100,000 shares issued and outstanding |
| 5,100 | | | 5,100 |
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Additional paid-in capital |
| 20,900 | | | 20,900 |
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Deficit accumulated during the development stage |
| (29,640) | | | (13,286) |
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Total Shareholders Equity |
| (3,640) | | | 12,714 |
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Total Liabilities and Shareholders Equity | $ | 838 | | $ | 14,392 |
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The accompanying notes are an integral part of these condensed financial statements |
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TOUCAN INTERACTIVE CORP.
Condensed Statement of Operations (Unaudited)
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| Three Months Ended May 31, 2015 |
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| Three Months Ended May 31, 2014 | |
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Revenues |
| $ | - |
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| - |
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Operating Expenses |
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General and administrative expenses |
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| 16,354 |
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| 3,323 |
Total Operating Expenses |
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| 16,354 |
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| 3,323 |
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Net Loss From Operations |
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| (16,354) |
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| (3,323) |
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Provision for Income Taxes |
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| - |
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| - |
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Net Loss |
| $ | (16,354) |
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| (3,323) |
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Net Loss Per Share: Basic and Diluted |
| $ | (0.00) |
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| (0.00) |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
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| 5,100,000 |
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| 4,000,000 |
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The accompanying notes are an integral part of these condensed financial statements
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TOUCAN INTERACTIVE CORP.
Condensed Statement of Cash Flows (Unaudited)
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| For the Three Months Ended May 31, 2015 |
| For the Three Months Ended May 31, 2014 |
Cash flows from operating activities: |
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Net loss for the period | $ | (16,354) | $ | (3,323) |
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Adjustments to reconcile net loss to net cash (used in) operating activities: |
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Changes in operating assets and liabilities: |
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Increase (decrease) in accrued expenses |
| - | | |
Net cash used in operating activities |
| (16,354) | | (3,323) |
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Cash flows from financing activities: |
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Proceeds from sale of common stock |
| - | | - |
Loans from director |
| 2,800 | | - |
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Net cash provided by financing activities |
| 2,800 | | - |
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Net increase (decrease) in cash |
| (13,554) | | (3,323) |
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Cash, beginning of the period |
| 14,392 | | 4,000 |
Cash, end of the period | $ | 838 | $ | 677 |
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Supplemental Cash Flow Information: |
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Interest paid | $ | - | $ | - |
Income taxes paid | $ | - | $ | - |
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The accompanying notes are an integral part of these condensed financial statements
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TOUCAN INTERACTIVE CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
MAY 31, 2014
(Unaudited)
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
TOUCAN INTERACTIVE Corp. was incorporated under the laws of the State of Nevada on January 28, 2014. We are a development stage company in the business of providing credit information options on all major banks located in Costa Rica, Canada, United States and other countries located in North, Central and South America.
NOTE 2 BASIS OF PRESENTATION AND GOING CONCERN
BASIS OF ACCOUNTING
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. Accordingly, these financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of May 31, 2015 and for all interim periods presented herein have been reflected in these financial statements and the notes there to. Interim results for the three months ended May 31, 2015 are not necessarily indicative of the results to be expected for the fiscal year as a whole. These financial statements should be read in conjunction with the audited financial statements and accompanying notes as included in the Form 10-K for the year ended February 28, 2015.
GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses resulting in an accumulated deficit of $29,640 as of May 31, 2015 and further losses are anticipated in the development of its business raising substantial doubt about the Companys ability 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, to obtain 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 existing cash on hand and loans from directors and, or, private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow.
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TOUCAN INTERACTIVE CORP.
NOTES TO THE CONDENSEDFINANCIAL STATEMENTS
MAY 31, 2014
(Unaudited)
NOTE 3LOANS FROM DIRECTOR
On January 28, 2014, director loaned $678 to incorporate the Company and file initial list with Nevada Secretary of State. The loans are unsecured, non-interest bearing and due on demand.
During the period March 1, 2014 through May 31, 2015 an additional $1,000 was loan to the company to pay operating expenses.
On May 26, 2015 director loaned additional $2,800 on working capital.
The balance due to the director was $4,478 as of May 31, 2015.
NOTE 4COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 6, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.
From October 3, 2014 to November 24, 2014 the company issued 1,100,000 shares of common stock for cash proceeds of $22,000 at $0.02 per share.
There were 5,100,000 shares of common stock issued and outstanding as of May 31, 2015.
NOTE 5 COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 6SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to May 31, 2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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ITEM 2. | MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENT NOTICE
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
GENERAL
TOUCAN INTERACTIVE CORP. was incorporated in the State of Nevada as a for-profit company on January 28, 2014 and established a fiscal year end of February 28. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to provide a credit option services to anyone, for any major bank in Costa Rica, Canada, United-States, South and Central America. Our operations to date have been merely preparatory and have not generated any revenues.
THE WEBSITE
Until now, we have purchased a domain name: www.NEEDforCREDIT.com. Our website is currently under construction. It will operate as follows: A user will visit our website to gather all the credit options he possesses in all the different major banks of the Americas. The informative content of the website will be taken from the banks websites and updated regularly.
Once we become internationally recognized, we believe that we will be receiving more advertisement space demands, from financial institutions and other companies. At this moment, we have one advertising contract with Mr. Dzabir Mamadov from Kolobok Distribution Inc., and one agreement with Mr. Nasser Bouslihim, a web developer.
TARGET MARKET
Toucan Interactive Corp. will be offering information on mortgages, credit cards and line of credits offered by all the major banks available in the Americas. We would like to be recognized as the main informative website location to get all the required information for our users. Although we are located in Central America, our content may be helpful for users all over the world, to help choose a bank in the Americas that will be answering their specific needs.
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TECHNOLOGY
www.needforcredit.com will be an information website, working on HTML5 technology which will work on every computer platforms (Windows, MacOS, ect.) and every mobile device (iOS, Android, Windows Mobile, Blackberry ect.)
At this point, we are working on developing the website. As of today, we have $677 in our account to pay for the website, business development and administration fees. We evaluate that the money will last for approximately another month, , but if we do not receive additional financing our business will fail. Other than general administrative expenses, we need to find funding for our marketing fees. Since we have not earned any revenue from operations we will need to raise the funds as quickly as possible to be able to advertise our website. If we do not get international recognition, our website will not receive the visibility or the visitors required to get the interest of potential advertisers. For that reason, it is very important to raise the funds to advertise our website, in order for the business to survive.
In order to start generating money, we require additional funding. If we fail at finding the funds, our objectives will be delayed and our operations will follow suit. We do not have any financing at this point and it is crucial for our business to find the resources as soon as possible. Many factors influence our ability to find financing. Finding investors and commencing operations are some examples to be able to earn revenues.
We believe that the most likely source of our funds in a timely manner will be through the sale of additional shares of common stock. Since we have not generated profit to date, we cannot guarantee that the business will be profitable in the future. If we cannot generate sufficient revenues to operate profitably in a timely manner, we may have to cease operations. In the future, our ability to obtain cash flow and gain profit depends on our customers. Failure to generate revenues will obligate us to suspend or cease operations.
Since we have one officer and director, he may not have enough time to devote to the business. He did agree to spend approximately five hours a day at the beginning but he will not invest more time until our operations expand. For that reason, the chances of our business to fail will be high if we do not succeed in finding the funds and commencing the operations. Since he will be working sporadically on the business, operations may get interrupted or even suspended which will result in a lack of funds in a quick fashion and hence a possible cessation of operations.
At this time, we cannot guarantee our investors that we will obtain financing. If we do not raise financing to meet our obligations, we will be delayed and may have to abandon the operations. Also, because our director will own the majority of the shares, he will be able to control corporate decisions that may be disadvantageous to the other shareholders. Accordingly, he will have a significant influence on the operations, transactions and assets of the business. He will also have the power to prevent or cause a change of control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
Other than the financing, our business is subject to currency exchange fluctuation. We will put our prices in U.S. dollars; however, some of our clients may pay us in foreign currency. Also, since we are located in Costa Rica, our expenses will be incurred in either the USD or the Costa Rican Colón. If we are unable to successfully protect ourselves against currency fluctuations, our profits will also fluctuate and we could incur loses even if our business is doing fine.
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RESULTS OF OPERATIONS
We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Month Period Ended May 31, 2015 Compared to Three Month Period Ended May 31, 2014.
Our net loss for the three month period ended May 31, 2015 was $16,354 compared to a net loss of $3,323 for the three month period ended May 31, 2014. During the three-month period ended May 31, 2015, we have not generated any revenue.
During the three month period ended May 31, 2015, we incurred general and administrative expenses $16,354 compared to $3,323 incurred for the three month period ended May 31, 2014. General and administrative fee expenses incurred during the three month periods ended May 31, 2015 and 2014 were generally related to corporate overhead, financial and administrative contracted services.
The weighted average number of shares outstanding was 5,100,000 for the three month period ended May 31, 2015 and 4,000,000 for the period ended May 31, 2014, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Three Month Period Ended May 31, 2015
As of May 31, 2015, our total assets were $838 compared to $14,392 in total assets at February 28, 2015. Total assets were comprised of $838 in cash. As of May 31, 2015, our current liabilities were $4,478. Stockholders deficit was $29,640 as of May 31, 2015 compared to stockholders' deficit of $13,286 as of February 28, 2015.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three month period ended May 31, 2015, net cash flows used in operating activities was $16,354. Net cash flows used in operating activities was $3,323 for the three month period ended May 31, 2014.
Cash Flows from Investing Activities
For the three month period ended May 31, 2015 and 2014, the Company has not generated any cash flows from investing activities.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity. For the three month period ended May 31, 2015, net cash provided by financing activities was $2,800 received from advances from a director. For the three month period ended May 31, 2014, the Company did not generate any cash flows from financing activities.
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PLAN OF OPERATION AND FUNDING
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to run our operations but we cannot guarantee this. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. We will rely on our president's educational background and work experience in the IT industry to develop our business. As our business expands, we may hire additional representatives and consultants.
GOING CONCERN
The independent auditors' audit report accompanying our February 28, 2015 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
OFF-BALANCE SHEET ARANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the 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 evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2015. 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended May 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
None
ITEM 4. | SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS |
None
ITEM 5. | OTHER INFORMATION |
None
ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
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31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
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31.2 |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
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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. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Costa Rica on July 15, 2015
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| Signature |
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| /s/ Mikhail Bukshpan |
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| Mikhail Bukshpan |
| President, Treasurer, Secretary and Director |
| July 15, 2015 |
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