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ZEUUS, INC. - Quarter Report: 2020 December (Form 10-Q)

KRPI 10-Q 12/31/20


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: December 31, 2020


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File No. 333-214815


KRIPTECH INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)



Nevada

 

37-1830331

(State or Other Jurisdiction of Incorporation or Organization)

 

IRS Employer Identification Number


9th Floor, 31 West 27th Street New York, NY

 

10001

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (888) 469-3887


Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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, 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

 [X]

Non-accelerated filer

 

[X]

Smaller reporting company

 

 

 

[   ]

Emerging growth company


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


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

 

As of February 19, 2021, the registrant had 10,530,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of February 19, 2021.




KRIPTECH INTERNATIONAL CORP.


FORM 10-Q

 

For the Quarterly Period Ended December 31, 2020

 

INDEX

  

PART I

Financial Information

 

Item 1.

Financial Statements (unaudited)

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

10

Item 4.

Controls and Procedures

10

 

 

 

PART II

Other Information

11

Item 1.

Legal Proceedings

11

Item 1A.

Risk Factors

11

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

11

Item 3.

Defaults Upon Senior Securities

11

Item 4.

Mine Safety Disclosures

11

Item 5.

Other Information

11

Item 6.

Exhibits

11

Signatures

 




2




KRIPTECH INTERNATIONAL CORP.

BALANCE SHEETS

 

 

December 31, 2020

 

 

September 30, 2020

ASSETS

 

(unaudited)

 

 

 

Current Assets:

 

 

 

 

 

   Cash

$

27,652 

 

$

75,406 

   Other receivable

 

900 

 

 

   Prepaid

 

 

 

3,810 

Total current assets

 

28,552 

 

 

79,216 

Total Assets

$

28,552 

 

$

79,216 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

   Accounts payable

$

 

$

495 

   Due to related party

 

120,778 

 

 

120,878 

   Due to a former related party

 

13,833 

 

 

13,833 

Total Current Liabilities

 

134,611 

 

 

135,206 

Total Liabilities

 

134,611 

 

 

135,206 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

Common Stock, par value $0.001, 75,000,000 shares authorized; 10,530,000 shares issued and outstanding

 

10,530 

 

 

10,530 

Additional paid-in capital

 

22,770 

 

 

22,770 

Accumulated deficit

 

(139,359)

 

 

(89,290)

Total Stockholders' Deficit

 

(106,059)

 

 

(55,990)

Total Liabilities and Stockholders' Deficit

$

28,552 

 

$

79,216 



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




3




KRIPTECH INTERNATIONAL CORP.

STATEMENT OF OPERATIONS

(unaudited)

 

For the Three Months Ended December 31,

 

2020

 

 

2019

Operating Expenses:

 

 

 

 

 

 

    General and administrative

 

50,069 

 

 

 

4,958 

Total operating expenses

 

50,069 

 

 

 

4,958 

 

 

 

 

 

 

 

Loss from operations

 

(50,069)

 

 

 

(4,958)

 

 

 

 

 

 

 

Loss before provision for income taxes

 

(50,069)

 

 

 

(4,958)

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(50,069)

 

 

$

(4,958)

 

 

 

 

 

 

 

Loss per share, basic and diluted

$

(0.00)

 

 

$

(0.00)

 

 

 

 

 

Weighted average common shares outstanding, basic and diluted

10,530,000

 

 

10,530,000 

 

 

 

 

 


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




4




KRIPTECH INTERNATIONAL CORP.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2020

(UNAUDITED)

 

Common Stock

 

Additional Paid in

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

Balances as of September 30, 2019

10,530,000

 

$

10,530

 

$

22,770

 

$

(35,794)

 

$

(2,494) 

Net loss

-

 

 

-

 

 

-

 

 

(4,958)

 

 

(4,958)

Balances as of December 31, 2019

10,530,000

 

$

10,530

 

$

22,770

 

$

(40,752)

 

$

(7,452)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional Paid in

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

Balances as of September 30, 2020

10,530,000

 

$

10,530

 

$

22,770

 

$

(89,290)

 

$

(55,990)

Net loss

-

 

 

-

 

 

-

 

 

(50,069)

 

 

(50,069)

Balances as of December 31, 2020

10,530,000

 

$

10,530

 

$

22,770

 

$

(139,359)

 

$

(106,059)



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




5




KRIPTECH INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

(unaudited)

 

For the Three Months Ended

December 31,

 

2020

 

2019

Cash flows from operating activities:

 

 

 

 

 

 

 

Net Loss

 

$

(50,069)

 

$

(4,958)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

    Depreciation

 

 

 

 

125 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

    Prepaid expense

 

 

3,810 

 

 

 

    Other receivable

 

 

(1,000)

 

 

 

    Accounts payable

 

 

(495)

 

 

297 

 Net cash used in operating activities

 

 

(47,754)

 

 

(4,536)

 

 

  

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

     Proceeds from related party loans

 

 

 

 

4,500 

Net cash provided by financing activities

 

 

 

 

4,500 

 

 

  

 

 

 

 

 

 

Net decrease in cash

 

 

(47,754)

 

 

(36)

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

75,406 

 

 

153 

 

 

  

 

 

 

 

 

 

Cash, end of period

 

$

27,652 

 

$

117 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for taxes

 

$

 

$

 

Cash paid for interest

 

$

 

$

 

 

 

 

 

 

 

 


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




6



KRIPTECH INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2020

(UNAUDITED)



NOTE 1 – ORGANIZATION AND BUSINESS

 

KRIPTECH INTERNATIONAL CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 20, 2016. The company intends to commence operations in the business of visa consultancy services. The Company has adopted September 30 fiscal year end.


On June 11, 2020, Meshal Al Mutawa, acquired control of 8,000,000 restricted shares of the Company’s issued and outstanding common stock, representing approximately 75.97% of the Company’s total issued and outstanding common stock, from Anatolii Antontcev and Aleksandr Zausayev in exchange for $270,000 per the terms of a Stock Purchase Agreement by and amongst Mr. Al Mutawa, Mr. Zausayev and Mr. Antontcev.


On June 11, 2020, (i) Mr. Anatolii Antontcev resigned from all positions with the Company, including as President, Chief Executive Officer, Treasurer, Chief Financial Officer and as a Director, (ii) Aleksandr Zausayev resigned as the Secretary.


On June 11, 2020, Mr. Meshal Al Mutawa was appointed to the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Secretary.


On August 31, 2020, Bassam A.I. Al-Mutawa, acquired control of Eight Million (8,000,000) restricted shares of the Company’s issued and outstanding common stock, representing approximately 75.97% of the Company’s total issued and outstanding common stock, from Meshal Al Mutawa through an Assignment by and between Mr. Meshal Al Mutawa, and Mr. Bassam A.I. Al-Mutawa.


On August 31, 2020, Mr. Bassam A.I. Al-Mutawa was appointed to the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Secretary.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended September 30, 2020 included in the Company’s Form 10-K. The results of the three months ended December 31, 2020 are not necessarily indicative of the results to be expected for the full year ending September 30, 2021.

 

In the opinion of management, all adjustments necessary to present fairly the financial position as of December 31, 2020 and the results of operations and cash flows presented herein have been included in the interim financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.


Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of December 31, 2020 and September 30, 2020.




7




Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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. The Company is also evaluating the potential impact of new standards that have been issued but are not yet effective.


NOTE 3 – GOING CONCERN


The Company’s financial statements as of December 31, 2020 were prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (March 20, 2016) to December 31, 2020 of $139,359.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 4 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


Since March 20, 2016 (inception) through June 30, 2020, the Company’s former president, treasurer and director loaned the Company $13,823 to pay for incorporation costs and operating expenses. The loan is non-interest bearing, due upon demand and unsecured.


Since taking control of the Company on August 31, 2020. Mr. Al-Mutawa has advanced the Company $120,788. The advance is unsecured, non-interest bearing and due on demand.


NOTE 5 - SUBSEQUENT EVENTS


Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist other than the following.


On January 7, 2021, Bassam Al-Mutawa, loaned the Company $240,000. On January 8, 2021, the Company issued Mr. Al-Mutawa, a Promissory Note in the principal amount of $150,000 (the “Note”) in consideration of cash in the amount of $150,000.  The Note accrues interest at the rate of 5% per annum and matures January 8, 2022.


On January 8, 2021, a promissory note for $150, 000 was entered into between WNT Solutions LLC, a Dubai Corporation and the Company. The Note accrues interest at the rate of 5% per annum and matures July 31, 2021.





8



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


FORWARD-LOOKING STATEMENTS


This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.


DESCRIPTION OF BUSINESS

 

We are a Data Centric company with business activities focused 4 main areas: Building, and operating of Tier 3 Data Centers across five continents, development Data Content and Web applications, Cyber Security, and a Green Energy Division.


All four divisions work synergistic with each other in a Synergetic Ecosystem which enables growth and business protection.


Our companies mandate and focus is to harness the Cloud and provide all aspects of Data Services from Protection, to facilitation, to storage, to the sustainable energy consumption at all our Data Center locations and beyond.


Results of Operation for the Three Months Ended December 31, 2020 and 2019


Revenue


During the three months ended December 31, 2020 and 2019 we did not generate any revenue.


General and Administrative Expenses


During the three months ended December 31, 2020, we incurred $50,069 in general and administrative expenses (“G&A”) compared to $4,958 during the three months ended December 31, 2019, an increase of $45,11 The primary expenses in 2020 were for professional services and development expense.


Net Loss


Our net loss for the three months ended December 31, 2020 was $50,069 compared to net loss of $4,958 for the three months ended December 31, 2019. The increase in our net loss is due to our increased professional fees and development expense.


Liquidity and Capital Resources


At December 31, 2020, the Company had total current assets of $28,552, consisting primarily of cash. We had total current liabilities of $134,611 consisting of loans from related parties.

 

We had negative working capital of $106,059 as of December 31, 2020.


Cash Flows from Operating Activities


For the three months ended December 31, 2020, cash used for operating activities was $47,754 compared to $4,536 for the three months ended December 31, 2019.





9



Cash Flows from Financing Activities


We have financed our operations primarily from loans from related parties. For the three months ended December 31, 2020 net cash provided by financing activities was $0. For the three months ended December 31, 2019 net cash provided by financing activities was $4,500.


PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


OFF-BALANCE SHEET ARRANGEMENTS


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.


Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs for the next fiscal year and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.


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 Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s 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.




10




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 June 30, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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 months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.


ITEM 1A.  RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable to our Company.


ITEM 5.  OTHER INFORMATION


None.


ITEM 6.  EXHIBITS


Exhibit
Number

 

Exhibit Description

 

 

 

31.1

 

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

 

 

 

31.2

 

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

 

 

 

101

 

Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 formatted in Extensible Business Reporting Language (XBRL).





11



SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

KRIPTECH INTERNATIONAL CORP.

Dated: February 22, 2021

By:/s/ Bassam A.I. Al-Mutawa

 

Bassam A.I. Al-Mutawa, President and Chief Executive Officer and Chief Financial Officer





12