UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7370 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) | ||||
Bakur Kalichava
+
(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 | ||
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.
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, 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 [ ]
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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| [X] | Smaller reporting company | ||
| (Do not check if a 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 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of April 15, 2024.
ANKAM, INC.
FORM 10-Q
Quarterly Period Ended February 29, 2024
INDEX
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 5 |
| Consolidated Balance Sheets as of February 29, 2024 (Unaudited) and November 30, 2023 | 6 | |
| Consolidated Statements of Operations for the three months ended February 29, 2024 and February 28, 2023(Unaudited) | 7 | |
| Consolidated Statements of Stockholders' Deficit for the three months ended February 29, 2024 and February 28, 2023(Unaudited) | 8 | |
| Consolidated Statements of Cash Flows for the three months ended February 29, 2024 and February 28, 2023(Unaudited) | 9 | |
| Notes to the Consolidated Financial Statements (Unaudited) | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. | Controls and Procedures | 21 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 22 |
| Item 1A. | Risk Factors | 22 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. | Defaults Upon Senior Securities | 22 |
| Item 4. | Mine Safety Disclosures | 22 |
| Item 5. | Other Information | 22 |
| Item 6. | Exhibits | 22 |
| Signatures | 23 |
4
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements (Unaudited) |
The accompanying interim financial statements of Ankam, Inc. (“the Company”, “we”, “us” or “our”), 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 accounting principles have been omitted pursuant to such rules and regulations.
The interim financial statements should be read in conjunction with the Company’s latest annual financial statements.
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.
5
ANKAM, INC.
CONSOLIDATED BALANCE SHEETS
| February 29, 2024 | November 30, 2023 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS: | |||||||
| Cash | $ | $ | |||||
| Accounts receivable | - | 21,390 | |||||
| Prepaid expenses | |
||||||
| Right-of-use asset, net | |||||||
| Total current assets | |||||||
| Capitalized software costs, net | |||||||
| TOTAL ASSETS | $ | $ | |||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
| CURRENT LIABILITIES: | |||||||
| Accounts payable and accrued expenses | $ | $ | |||||
| Deferred revenue | |||||||
| Related party loan | |||||||
| Lease liability | |||||||
| Total current liabilities | |||||||
| Total liabilities | |||||||
| Commitments and contingencies (Note 8) | |||||||
| STOCKHOLDERS’ DEFICIT: | |||||||
| Common stock: $ par value, shares authorized, shares issued and outstanding | |||||||
| Additional paid in capital | |||||||
| Accumulated deficit | ( |
( |
|||||
| Total stockholders’ deficit | ( |
( |
|||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
ANKAM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
For three months ended February 29, 2024 | For three months ended February 28, 2023 | |||||
| REVENUE | $ | $ | |||||
| EXPENSES: | |||||||
| General and administrative expenses | |||||||
| Director fee | |||||||
| Professional fees | |||||||
| Server expense | |||||||
| Amortization | |||||||
| Total expenses | |||||||
| LOSS FROM OPERATIONS | ( |
( |
|||||
| OTHER INCOME (EXPENSES): | |||||||
| Gain on sale of asset | |||||||
| Loss before income taxes | ( |
( |
|||||
| Provision for income taxes | |||||||
| NET LOSS | $ | ( |
$ | ( |
|||
| Net loss per common share - basic | $ | ( |
$ | ( |
|||
| Weighted average number of common shares outstanding - basic and diluted | |||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
ANKAM, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit | |||||||||||||
| Shares | Amount | |||||||||||||||
| Balance as of November 30, 2022 | $ | $ | $ | ( |
$ | ( |
||||||||||
| Net loss | - | ( |
( |
|||||||||||||
| Balance as of February 28, 2023 | ( |
( |
||||||||||||||
|
|
||||||||||||||||
| Balance as of November 30, 2023 | $ | $ | $ | ( |
$ | ( |
||||||||||
| Net loss | - | ( |
( |
|||||||||||||
| Balance as of February 29, 2024 | ( |
( |
||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
ANKAM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For three months ended February 29, 2024 | For three months ended February 28, 2023 | ||||
| Cash Flows from Operating Activities: | ||||||
| Net loss | $ | ( |
( |
|||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
| Amortization expense | ||||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | |
|||||
| Prepaid expenses | ( |
|||||
| Right-of-use asset/liability, net | ( |
|||||
| Accounts payable and accrued expenses | ( |
|||||
| Deferred revenue | ||||||
| Net cash used in operating activities | ( |
|||||
| Cash Flow from Investing Activities: | ||||||
| Assets Acquisition | ( |
|||||
| Net cash provided by (used in) investing activities | ( |
|||||
| Cash Flows from Financing Activities: | ||||||
| Related party activity, net | ||||||
| Net cash provided by financing activities | ||||||
| NET CHANGE IN CASH | ( |
|||||
| CASH AT BEGINNING OF THE PERIOD | ||||||
| CASH AT THE END OF THE PERIOD | $ | |||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
| Cash paid for interest | $ | |||||
| Cash paid for income taxes | $ | |||||
| NON-CASH INVESTING AND FINANCING ACTIVITY: | ||||||
| Operating lease liability and right of use asset | $ | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Ankam, Inc. (the “Company”) was incorporated in August 2018 under the laws of the State of Nevada. The Company’s business lies in possessing and developing Expense Minder, a proprietary product designed to streamline and manage expense reporting for users. The Company is constructing an application that facilitates a user’s expense management.
On November 29, 2023, Ankam, Inc. entered into a material definitive agreement by establishing a wholly-owned subsidiary, Ankam LLC. Ankam LLC was organized in Wyoming and is authorized to engage in any legal act. On November 30, 2023, the Company completed the transfer of all operations associated with the business of MoneySaverApp to its wholly-owned subsidiary, Ankam LLC. The assets transferred included 100% of the ownership interests of MoneySaverApp and all operations associated with the MoneySaverApp. Ankam LLC is managed by Ankam, Inc. who holds the position of Manager of the Ankam LLC and owned in its entirety by the Company. The Company holds 100% ownership interest in the Ankam LLC and is duly authorized to oversee and execute its operational activities.
On January 3, 2024, Ankam, Inc. entered into the Acquisition Agreement for the acquisition of complete ownership of Apex Intelligence LLC, a Wyoming limited liability company, inclusive of the Apex, a currency converter service, along with all codes, licenses, intellectual property rights, related documentation and all activities related to the business of the Apex, for total consideration of $158,040. The initial payment of $20,000 was processed to Mr. Hordieiev on January 3, 2024. For the outstanding balance of $138,040 the Company issued a Promissory Note on January 3, 2024 with an annual interest rate of 10% for a duration of one year till January 3, 2025 (the “Closing Date”) with the obligation to issue common shares equivalent to the remaining balance if the Company fails to settle the outstanding balance by the Closing Date. The Company signed a Supplement to the Convertible Promissory Note dated January 9, 2024, establishing the conversion price at a per-share value of $0.60.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes filed with the Securities and Exchange Commission (the “SEC”) for the year ended November 30, 2023.
10
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three months ended February 29, 2024 and February 28, 2023.
Basis of Consolidation
The consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiary. The financial statements of its subsidiary is included in the consolidated financial statements from the date that control commences until the date that control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.
All transactions and balances between the Company and its subsidiaries are eliminated on consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Revenue Recognition
The Company offers a newsletter subscription, which contains the most significant news in the cryptocurrency market. In most cases identified articles show price changes, experts’ opinions, technical information that can be used to understand the market and make decisions in this area.
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company recognizes revenue when the customer obtains control of the good or service through the Company satisfying a performance obligation by transferring the promised good or service to the customer. The revenue is recognized on a straight-line basis from the date the subscription is sold.
The Company collects payment from customers before the service is provided. When deposits are collected before the service is provided, the Company recognizes deferred revenue.
11
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions.
As of February 29, 2024 and November 30, 2023, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.
Capitalized Software Costs
The Company capitalizes the application development phase costs of internal use software in accordance with Accounting Standards Codification (“ASC”) 350-40, “Intangibles-Goodwill and Other-Internal Use Software”. Capitalized costs will be amortized on a straight-line basis over the estimated useful life of the asset upon completion.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets”. ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Use of Estimates
The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. There were no dilutive securities as of February 29, 2024 and February 28, 2023.
12
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
Income Taxes
Income taxes are accounted for under the asset and liability 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 bases and operating loss and tax credit carryforwards. 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 includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
Lease
ASC 842, "Leases", requires that lessees recognize right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the consolidated statements of operations.
ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statements of operations and cash flows. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.
As permitted under the new guidance, the Company has made an accounting policy election to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months).
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
13
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
NOTE 3 – GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As a development-stage company, the Company had limited revenues and incurred losses as of as of February 29, 2024. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.
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 management’s 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.
NOTE 4 – RIGHT-OF-USE ASSET
Operating lease right of use assets and liabilities are recognized at the present value of future lease payments at the lease commencement date. The interest rate used to determine the present value is the incremental borrowing rate, estimated to be 10%, as the interest rate implicit on the lease is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term.
The Company entered into a lease in November 2022 for a period of one year to rent servers on which the web-version of the crypto wallet is actually running and on which the web wallet and app code are being developed. The monthly rental amount is $14,966. The Company entered into a new lease in October 2023, to commence on November 11, 2023, for a period of one year. The monthly rental amount is $4,473. On November 11, 2023, the Company recorded a right of use asset and lease liability of $51,052.
During the three months ended February 29, 2024 and
the year ended November 30, 2023, the Company recorded $
Right-of-use assets are summarized below:
| February 29, 2024 | November 30, 2023 | ||||
| Server rental | $ | 51,052 | $ | 51,052 | |
| Less: accumulated amortization | (14,781) | (2,409) | |||
| Right-of-use, net | $ | 36,271 | $ | 48,643 |
Operating lease liabilities are summarized below:
| February 29, 2024 | November 30, 2023 | ||||
| Server rental | $ | 23,532 | $ | 44,900 | |
| Less: current portion | 23,532 | 44,900 | |||
| Long term portion | $ | - | $ | - |
14
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
NOTE 5 – PROJECT IN PROGRESS
During the fiscal year 2022, the Company was developing and implementing a cryptocurrency wallet project. The initial estimated cost of the project was $255,800, of which $77,000 had been completed and capitalized as of November 30, 2022, as shown in Note 6. The Company has divested the cryptocurrency wallet in October 2023 due to unforeseen higher costs and resource demands than initially anticipated. The cryptocurrency wallet was sold for $241,390 in October 2023. The gain on the sale of the wallet was $18,890. Therefore, the Сompany decided to focus on the development of a new project. Commencing from September 2023, the Company has initiated the development of a new expense planner mobile application "Expense Minder". The Expense Minder will serve as a user-friendly mobile application, designed to empower individuals in the effective management of their finances.
The Company is developing the MoneySaver App. The estimated cost of the project is $26,645, of which $26,645 has been completed and capitalized as of February 29, 2024 and November 30, 2023, as shown in Note 6. On November 30, 2023, Ankam, Inc. completed the transfer of certain assets of the Company to its wholly-owned subsidiary, Ankam LLC. The assets transferred include 100% of the ownership interests of MoneySaverApp, an application created to aggregate various discount cards on mobile device.
NOTE 6 – CAPITALIZED SOFTWARE COSTS
| Useful Life |
As of February 29, 2024 |
|
As of November 30, 2023 | ||
| API development | 3 years | $ | 58,920 | $ | - |
| MoneySaver App | 3 years | 26,645 | 26,645 | ||
| Website development | 3 years | 72,480 | - | ||
| Total capitalized software | 158,045 | 26,645 | |||
| Accumulated amortization | (14,008) | (4,488) | |||
| Balance | $ | 144,037 | $ | 22,157 |
During the three months ended February 29, 2024 and
February 28, 2023, the amortization expense was $
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company owed its sole director $
15
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
NOTE 8 – COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with Financial Accounting Standards Board (“FASB”) ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of February 29, 2024, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
NOTE 9 – INCOME TAXES
The components of the Company’s provision for federal income tax for the three months ended February 29, 2024 and the year ended November 30, 2023 consists of the following:
|
|
February 29, 2024 |
|
November 30, 2023 | |||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | $ | ||||||
| Less: valuation allowance | ( |
( |
||||||
| Net provision for federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
|
|
February 29, 2024 |
|
November 30, 2023 | ||||
| Deferred tax asset attributable to: | |||||||
| Net operating loss carryover | $ | $ | |||||
| Less: valuation allowance | ( |
( |
|||||
| Net deferred tax asset | $ | $ |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $479,606 as of February 29, 2024, for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to February 29, 2024, through the date when consolidated financial statements were issued, and has determined that the following material subsequent events to disclose in these consolidated financial statements:
16
ANKAM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of February 29, 2024
(Unaudited)
On March 14, 2024, Ankam, Inc. decided to terminate partnership with Accell Audit & Compliance, PA as the Registrant’s independent registered public accounting firm.
Throughout the duration of the engagement spanning from February 17, 2021 to March 14, 2024 (i) there were no disagreements between Ankam, Inc. and Accell Audit & Compliance, PA regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Accell Audit & Compliance, PA, would have necessitated Accell Audit & Compliance, PA to include reference to said matter in a report on the Registrant's financial statements; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
On March 15, 2024, Ankam, Inc. signed an Engagement Letter with Dylan Floyd Accounting & Consulting as the Company's new independent registered public accounting firm to perform independent audit services for the quarter ending February 29, 2024; May 31, 2024 and August 31, 2024.
17
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
DESCRIPTION OF BUSINESS
Business Strategy
Ankam, Inc. (the “Company”) was incorporated in August 2018 under the laws of the State of Nevada. Ankam, Inc. operates as a technology company specializing in the development of two mobile applications.
The Company’s business lies in possessing and developing Expense Minder, a proprietary product designed to streamline and manage expense reporting for users. The Company conceptualizes and is constructing an application that facilitates a user’s expense management. Our focus extends to designing and developing a mobile application designed to streamline and automate the tracking, and submission of user's expenses. The application will feature categorization of expenses, saving goals, bill reminders, and customizable categories.
On November 30, 2023 the Company completed the transfer of all operations associated with the business of MoneySaverApp to its wholly-owned subsidiary, Ankam LLC (the “LLC”). The assets transferred included 100% of the ownership interests of MoneySaverApp and all operations associated with the MoneySaverApp.
MoneySaver App is an application created to aggregate various discount cards on a mobile device. The primary advantage of MoneySaverApp lies in providing users with easy access to discounts at any moment and from anywhere. The app simplifies the use of discount cards, allowing users to share them and discover new discounts. The LLC, with its primary focus on MoneySaverApp, aims to enhance the application, offering users instant and convenient access to a diverse array of discounts, prioritizing ease of use, and elevating the overall user experience.
The application is currently available on the Apple Store. The Company has been actively working on improving the application and developing additional features.
On October 27, 2023, the Company entered into an IT Product Sale Agreement with Edwina Bloomer Ltd., a limited company registered and operating under the laws of the United Kingdom. The objective of the Agreement was for the Company to facilitate the sale of a cryptocurrency wallet website and application. The Agreement comprehensively outlines the purchase price, payment terms, closing conditions, and other material aspects of the transaction, detailing the terms and considerations related to the sale, transfer, and delivery of the cryptocurrency wallet website and application. As a result of this transaction, the Company successfully sold the cryptocurrency wallet website and application.
On November 6, 2023, Bakur Kalichava, being the sole member of the Board of Directors, appointed Enrike Bokuchava to a Director of the Company. The Company and Mr. Bokuchava entered into an Independent Contractor Agreement pursuant to which Mr. Bokuchava was retained as an Independent Director of the Company, effective November 6, 2023.
From 2019 through April 2023, Mr. Bokuchava served as the Software Developer and DevOps Engineer, writing and optimizing code for web and mobile applications and ensuring infrastructure scalability and reliability at DataHouse, Tbilisi. In June 2022, Mr. Bokuchava completed a Degree of Business Administration at Caucasus University. Currently, Mr. Bokuchava is receiving Business Analyst certification.
Bakur Kalichava continues to serve as the Company’s President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.
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On January 3, 2024, Ankam, Inc. entered into an Acquisition Agreement for the acquisition of complete ownership of Apex Intelligence LLC, a Wyoming limited liability company, for total consideration of $158,040. The Company acquired ownership of Apex Intelligence LLC along with Apex converter and all codes, licenses, intellectual property rights, related documentation to enhance operational efficiency. The agreement is inclusive of the Apex, a currency converter service, along with all codes, licenses, intellectual property rights, related documentation and all activities related to the business of the Asset. The Agreement involves the acquisition of complete ownership interest of Apex Intelligence LLC, including the full acquisition of the Asset, developed and solely owned by Apex Intelligence LLC. The acquisition has been approved by the Company’s board of directors and is in compliance with all applicable regulatory requirements. The Company has issued the Convertible Promissory Note dated January 3, 2024, in the amount of $138,040 with an annual interest rate of 10%, due on January 3, 2025. The Company signed a Supplement to the Convertible Promissory Note dated January 9, 2024, establishing the conversion price at a per-share value of $0.60.
Marketing
The Company aims to build awareness and generate interest in Expense Minder, MoneySaverApp and Apex service among potential users. Digital marketing strategies will be employed to enhance online visibility, utilizing targeted campaigns and partnerships to create anticipation for the applications. App store optimization efforts will focus on maximizing visibility and credibility within the online marketplace. As the user base grows, cross-promotion between the applications will be employed to capitalize on synergies and foster internal user engagement. This marketing approach aligns with Ankam, Inc.'s commitment to innovation and user-centric solutions, laying the groundwork for future client acquisition and sustained growth.
Advertising
Ankam, Inc. envisions a future where strategic advertising initiatives play a significant role in establishing a robust market presence for its mobile applications, Expense Minder and MoneySaverApp, and its currency conversion service, Apex. As the Company proceeds to develop these products, the focus on targeted online and potential offline advertising channels will be integral to creating brand awareness and driving interest. This forward-looking advertising strategy aims to position Ankam, Inc.'s applications and currency conversion service effectively in the competitive landscape, paving the way for future user acquisition and sustained success. It is important to note that the implementation of these advertising initiatives will be contingent upon the availability of funds, and as more funds become available, the advertising budget will increase in a commensurate manner.
Employees
The Company’s Board Members include: Bakur Kalichava, President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, Enrike Bokuchava, Independent Director.
Description of Property
Our current office space is located at Besiki Business Center, Besiki 4, corner with Rustavelli Ave., Tbilisi, Georgia. The premises are provided to us by our President, Bakur Kalichava, for no consideration and is a ‘home office’. We believe these facilities are in good condition, but that we may need to expand our space as our research and development efforts increase.
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Legal Proceedings
We are not involved in certain legal claims or proceedings, nor have we ever been.
RESULTS OF OPERATIONS
Three months ended February 29, 2024 compared to February 28, 2023
Revenues
During the three months ended February 29, 2024 and February 28, 2023, we have generated total revenue of $9,760 and $3,099, respectively. The increase in revenue for the quarter ended February 29, 2024 compared to the quarter ended February 28, 2023 was due to overall growth in the Company's operating activities.
Operating Expenses
Total operating expenses for the three months ended February 29, 2024 were $128,473 compared to $84,776 for the three months ended February 28, 2023. Our operating expenses consisted of general and administrative costs of $93 (February 28, 2023 - $83), director fee of $22,000 (February 28, 2023 - $18,000), professional fees of $25,322 (February 28, 2023 - $14,817), server expense of $44,898 (February 28, 2023 - $44,898) and amortization of $36,160 (February 28, 2023 - $6,978). Expenses increased in the three months ended February 29, 2024 primarily due to the server amortization and professional fees. Amortization expense increased due to the acquisition of Apex Intelligence LLC with intangible assets in January 2024. Professional expenses increased due to OTC fees.
Net Losses
The net loss for the three months ended February 29, 2024, was $118,713, compared to $81,677 for the three months ended February 28, 2023, due to the factors discussed above.
Liquidity and Capital Resources
As of February 29, 2024, our total assets were $217,022 and comprised of cash of $707, prepaid expenses of $36,007, right-of-use asset of $36,271 and capitalized software costs of $144,037. Our total liabilities were $661,038 and comprised of advances from our director of $365,636, deferred revenue of $27,830, lease liability of $23,532 and accounts payable and accrued expenses of $244,040.
As of November 30, 2023, our total assets were $108,323, which comprised of cash of $286, accounts receivable of $21,390, prepaid expenses of $15,847, right-of-use asset of $48,643 and capitalized software costs of $22,157. Our total liabilities were $433,626, which comprised of advances from our director of $292,026, deferred revenue of $12,700, lease liability of $44,900 and accounts payable and accrued expenses of $84,000.
Stockholders’ deficit has increased from $325,303 as of November 30, 2023 to $444,016 as of February 29, 2024.
The Company has accumulated a deficit of $479,606 as of February 29, 2024, compared to $360,893 as of November 30, 2023, and further losses are anticipated in the development of its business.
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During the three months ended February 29, 2024, the Company used $84,851 of cash in operating activities due to its net loss of $118,713, increase in amortization expense of $36,160, decrease in accounts receivable of $21,390, increase in prepaid expenses of $20,160, decrease in right-of-use asset/liability, net of $8,996, increase in account payable of $160,040 and increase in deferred revenue of $15,130.
Net cash flows provided by investing activities for the three months ended February 29, 2024, were $158,040 due to the acquisition of assets.
Net cash flows provided by financing activities for the three months ended February 29, 2024, were $73,610 due to proceeds from the related party loan.
Off-Balance Sheet Arrangements
As of February 29, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not Applicable.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of February 29, 2024, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings |
During the period ending February 29, 2024, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors |
As a smaller reporting company, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not Applicable.
| Item 3. | Defaults Upon Senior Securities |
Not Applicable.
| Item 4. | Mine Safety Disclosures |
Not Applicable.
| Item 5. | Other Information |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ANKAM, INC. | ||
| Date: April 15, 2024 | By: | /s/ Bakur Kalichava |
|
Name: Bakur Kalichava Title: President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| By: | /s/ Enrike Bokuchava | |
|
Name: Enrike Bokuchava Title: Independent Director |
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