Company Quick10K Filing
Quick10K
Wari
10-Q 2019-05-31 Quarter: 2019-05-31
10-Q 2019-02-28 Quarter: 2019-02-28
10-K 2018-11-30 Annual: 2018-11-30
10-Q 2018-08-31 Quarter: 2018-08-31
10-Q 2018-05-31 Quarter: 2018-05-31
10-Q 2018-02-28 Quarter: 2018-02-28
10-K 2017-11-30 Annual: 2017-11-30
10-Q 2017-08-31 Quarter: 2017-08-31
10-Q 2017-05-31 Quarter: 2017-05-31
10-Q 2017-02-28 Quarter: 2017-02-28
10-K 2016-11-30 Annual: 2016-11-30
10-Q 2016-08-31 Quarter: 2016-08-31
10-Q 2016-05-31 Quarter: 2016-05-31
10-Q 2016-02-29 Quarter: 2016-02-29
10-K 2015-11-30 Annual: 2015-11-30
10-Q 2015-08-31 Quarter: 2015-08-31
10-Q 2015-05-31 Quarter: 2015-05-31
8-K 2019-05-30 Accountant, Exhibits
8-K 2018-06-28 Amend Bylaw, Shareholder Vote, Exhibits
8-K 2018-06-06 Enter Agreement, Control, Exhibits
8-K 2018-03-29 Sale of Shares
8-K 2018-02-08 Officers
AHPA Avista Healthcare Public Acquisition 918
ABCD Cambium Learning Group 561
VINO Algodon 39
LEAI Legacy Education Alliance 9
DCTH Delcath Systems 2
RBTK Zhen Ding Resources 0
WSCI WSI Industries 0
WRAP Wrap Technologies 0
ATK Simply Good Foods 0
CLWD Cloudcommerce 0
CHTA 2019-05-31
Part I - Financial Information
Item 1. Financial Statements
Note 1 - Organization and Description of Business
Note 2 - Summary of Significant Accounting Policies
Note 3 - Going Concern
Note 4 - Equity
Note 5 - Related Party Transactions
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 wrri_ex311.htm
EX-32.1 wrri_ex321.htm

Wari Earnings 2019-05-31

CHTA 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 wrri_10q.htm FORM 10-Q wrri_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

 

 

For the quarterly period ended May 31, 2019

  

or

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from ________ to ________

  

Commission File Number 000-55667

 

WARI, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

37-1763227

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

1717 Pennsylvania Ave NW, Washington DC

 

20006

(Address of principal executive offices)

 

(Zip Code)

 

212-559-9196

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

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. x YES     ¨ 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). x YES     ¨ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x

Smaller reporting company

x

Emerging growth company

x

 

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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) x YES     ¨ NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES     ¨ NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

 

20,691,050 common shares issued and outstanding as of July 12, 2019.

 

 
 
 
 

  

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

 

 

 

 

 

Item 2.

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

 

4

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

8

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

8

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

10

 

 

 

 

 

 

Item 1A.

Risk Factors

 

10

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

10

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

10

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

10

 

 

 

 

 

 

Item 5.

Other Information

 

10

 

 

 

 

 

 

Item 6.

Exhibits

 

11

 

 

 

 

 

 

SIGNATURES

 

12

 

 
2
 
Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INDEX TO INTERIM FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED MAY 31, 2019

 

(UNAUDITED)

 

Page

Condensed Balance Sheets as of May 31, 2019 and November 30, 2018

F-1

Condensed Statements of Operations for the three and six months ended May 31, 2019 and 2018

F-2

Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended May 31, 2019 and 2018

F-3

Condensed Statements of Cash Flows for the six months ended May 31, 2019 and 2018

F-4

Notes to the Condensed Financial Statements

F-5

 

 
3
 
Table of Contents

 

WARI, INC.

Condensed Balance Sheets

(Unaudited)

 

 

 

May 31,

 

 

November 30,

 

 

 

2019

 

 

2018

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

Total Current Assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$16,500

 

 

$-

 

Due to a related party

 

 

173,308

 

 

 

94,889

 

Total Current Liabilities

 

 

189,808

 

 

 

94,889

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred stock: 100,000,000 authorized; $0.001 par value

No shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: 900,000,000 authorized; $0.001 par value

20,691,050 shares issued and outstanding at May 31, 2019 and November 2018, respectively

 

 

20,691

 

 

 

20,691

 

Additional paid in capital

 

 

147,805

 

 

 

147,805

 

Accumulated deficit

 

 

(358,304)

 

 

(263,385)

Total Stockholders' Deficit

 

 

(189,808)

 

 

(94,889)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$-

 

 

$-

 

 

See notes to the condensed unaudited financial statements.

 

 
F-1
 
Table of Contents

 

WARI, INC.

Condensed Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

May 31,

 

 

May 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$21,379

 

 

$6

 

 

$21,379

 

 

$11

 

Professional fees

 

 

48,590

 

 

 

12,250

 

 

 

73,540

 

 

 

25,575

 

Total Operating Expenses

 

 

69,969

 

 

 

12,256

 

 

 

94,919

 

 

 

25,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(69,969)

 

$(12,256)

 

$(94,919)

 

$(25,586)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and dilutive loss per common share

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

20,691,050

 

 

 

20,691,050

 

 

 

20,691,050

 

 

 

20,638,165

 

 

See notes to the condensed unaudited financial statements.

 

 
F-2
 
Table of Contents

 

WARI, INC.

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Total

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid in

Capital

 

 

Accumulated

Deficit

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2018

 

 

20,691,050

 

 

$20,691

 

 

$147,805

 

 

$(263,385)

 

$(94,889)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(24,950)

 

 

(24,950)

Balance - February 28, 2019

 

 

20,691,050

 

 

$20,691

 

 

$147,805

 

 

$(288,335)

 

$(119,839)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(69,969)

 

 

(69,969)

Balance - May 31, 2019

 

 

20,691,050

 

 

$20,691

 

 

$147,805

 

 

$(358,304)

 

$(189,808)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

Total

 

 

 

 Number of

Shares

 

 

 Amount

 

 

Paid in

 Capital

 

 

Accumulated

 Deficit

 

 

Stockholders'

 Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2017

 

 

20,566,050

 

 

$20,566

 

 

$122,910

 

 

$(143,900)

 

$(424)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for cash

 

 

125,000

 

 

 

125

 

 

 

24,895

 

 

 

-

 

 

 

25,020

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(13,330)

 

 

(13,330)

Balance - February 28, 2018

 

 

20,691,050

 

 

$20,691

 

 

$147,805

 

 

$(157,230)

 

$11,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(12,256)

 

 

(12,256)

Balance - May 31, 2018

 

 

20,691,050

 

 

$20,691

 

 

$147,805

 

 

$(169,486)

 

$(990)

 

See notes to the condensed unaudited financial statements. 

 

 
F-3
 
Table of Contents

 

WARI, INC.

Condensed Statements of Cash Flows

(Unaudited)

  

 

 

Six Months Ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$(94,919)

 

$(25,586)

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

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

16,500

 

 

 

1,057

 

Net Cash used in Operating Activities

 

 

(78,419)

 

 

(24,529)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from loan from related party

 

 

78,419

 

 

 

-

 

Proceeds from issuance of common stock

 

 

-

 

 

 

25,020

 

Net Cash provided by Financing Activities

 

 

78,419

 

 

 

25,020

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

-

 

 

 

491

 

Cash, beginning of period

 

 

-

 

 

 

1,673

 

Cash, end of period

 

$-

 

 

$2,164

 

 

See notes to the condensed unaudited financial statements.

 

 
F-4
 
Table of Contents

 

WARI, INC.

Notes to the Financial Statements

May 31, 2019

(Unaudited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Wari, Inc., (the “Company”, “we”, “us”, “our”) is a Nevada corporation incorporated on June 27, 2014. Its office is based in Washington, D.C. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”), and the Company’s fiscal year end is November 30.

 

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. We are currently a shell company.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP in the United States of America for interim financial information and Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. This report on Form 10-Q should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, for the fiscal year ended November 30, 2018, as filed with the Securities and Exchange Commission (“SEC”) on May 14, 2019.

 

In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three and six months May 31, 2019 may not be indicative of results for the full year.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 as amended (the “Securities Act”) for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

 

Use of Estimates

 

The preparation of the unaudited condensed financial statements in conformity with GAAP in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Net Loss Per Share

 

Basic net loss per share excludes the effect of dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding.

 

Diluted net loss per share is computed by giving effect to all potential shares of common stock. For the three and six months ended May 31, 2019 and 2018, there were no common stock equivalents outstanding. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

 

 
F-5
 
Table of Contents

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

NOTE 3 - GOING CONCERN

 

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of May 31, 2019, the Company has a loss from operations of $94,919, and an accumulated deficit of $358,304. The Company is seeking a new business opportunity at this time. If and when it acquires such an opportunity, it might be required to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the period of 12 months from the issuance of those financial statements.

 

The ability of the Company to emerge from a shell is dependent upon, among other things, securing assets and/or a business, by merger or acquisition, as to which there can be no assurance.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 4 - EQUITY

 

During the six months ended May 31, 2018, the Company issued 125,000 shares of common stock for $25,000.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

 

The officer and director of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

During the six months ended May 31, 2019, the Company borrowed $78,419 from the CEO of the Company. The advance was non-interest bearing and due on demand. As of May 31, 2019, and November 30, 2018, the Company had due to a related party of $173,308 and $94,889, respectively.

 

 
F-6
 
Table of Contents

  

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

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

 

As used in this quarterly report, the terms “we”, “us”, “our company”, “the Company” mean Wari, Inc. a Nevada corporation, unless otherwise indicated.

  

Corporate Overview

 

We were incorporated under the laws of the State of Nevada on June 27, 2014. From inception until the change of control which took place on June 6, 2018 described below, we were in the business of providing quality used vehicles at a reasonable cost to customers in Costa Rica, through our wholly-owned Costa Rican subsidiary, Cheetah Autos S.A.

 

On May 25, 2017, and pursuant to a purchase agreement dated May 24, 2017, Shane Drdul, a majority stockholder of our company, sold to Ed Mulhern 16,700,000 shares of our common stock for total consideration of $34,000. Mr. Mulhern paid the $34,000 purchase price for these shares using cash on hand. The shares sold by Mr. Drdul constituted all of all of the shares of common stock of our company owned by him.

 

Immediately after the completion of this purchase, Mr. Mulhern held approximately 82% of our issued and outstanding common stock.

 

In connection with this purchase, on May 25, 2017, Mr. Mulhern was appointed as President, Secretary, Treasurer, Chief Executive Officer and a director of our company.

 

In addition, in connection with this purchase, on May 25, 2017, Juan Bordallo, a director of the Company until that date, resigned as a director of our company.

 

On February 8, 2018, our board of directors accepted the resignation of Shane Drdul as a director.

 

As of October 31, 2017, our then wholly-owned subsidiary, Cheetah Autos S.A. discontinued its operations, we are therefore, no longer in the business of auto sales in Costa Rica.

 

 
4
 
Table of Contents

 

On May 17, 2018 Mr. Mulhern sold his 16,995,000 common shares of the Company to Wari, LLC which constituted approximately 82.1% of the Company’s 20,691,050 issued and outstanding common shares. The sale of the shares completed a change of control of the Company, and was accompanied by a change of management, effective on June 6, 2018.

 

On June 28, 2018, after receiving approval of the Company's Board of Directors and a majority shareholder, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing the name of the Company from Cheetah Enterprises, Inc. to Wari, Inc., increasing the authorized common shares from 125,000,000 to 900,000,000, par value $.001 per share and increasing the preferred shares from 10,000,000 to 100,000,000, par value $.001 per share.

 

Our address is 1717 Pennsylvania Avenue NW, Washington DC 20006. We do not have a corporate website.

 

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. We have no revenues and no cash on hand. We have sustained losses since inception and have relied solely on loans from our shareholder.

 

Business of the Company

 

We are currently a “shell,” as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934. We are seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

 

Any new acquisition or business opportunities that we may acquire might require additional financing. If so, there can be no assurance that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.

 

Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on OTC Markets, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.

 

We may seek a business opportunity with entities that have recently commenced operations, or entities that wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

 

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our current officer and directors will continue to manage our company.

 

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.

 

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate and complete the acquisition of a compatible business opportunity.

 

 
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Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

 

The ability of the Company to emerge shell status is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these challenges, management intends to raise additional funds through public or private placement offerings and through loans from officers and directors.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Results of Operations

 

Three-month and six-month periods ended May 31, 2019 and 2018

 

The following summary of our results of operations, for the three and six months ended May 31, 2019 and 2018, should be read in conjunction with our unaudited condensed financial statements, as included in this Form 10-Q.

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

May 31,

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

%

 

General and administrative expenses

 

$21,379

 

 

$6

 

 

$21,373

 

 

 

356,217%

Professional fees

 

 

48,590

 

 

 

12,250

 

 

 

36,340

 

 

 

297%

Net loss

 

$69,969

 

 

$12,256

 

 

$57,713

 

 

 

471%

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

May 31,

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

%

 

General and administrative expenses

 

$21,379

 

 

$11

 

 

$21,368

 

 

 

194,255%

Professional fees

 

 

73,540

 

 

 

25,575

 

 

 

47,965

 

 

 

188%

Net loss

 

$94,919

 

 

$25,586

 

 

$69,333

 

 

 

271%

 

For the three months ended May 31, 2019, we incurred $21,379 in general and administrative expenses and $48,590 in professional fees, resulting in an operating and net loss of $69,969. For the three months ended May 31, 2018, we incurred $6 in general and administrative expenses and $12,250 in professional fees, resulting in an operating and net loss of $12,256. The professional fees were primarily related to our ongoing regulatory requirements. The increase in professional fees in 2019 as compared to 2018, is primarily due to an increase in legal fees. General and administrative expense consisted of travel expense and office and miscellaneous expense. The increase in general and administrative expense in 2019 as compared to 2018, is primarily due to an increase in travel and office and miscellaneous expense in association with the change in control in May 2018.

 

 
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For the six months ended May 31, 2019, we incurred $21,379 in general and administrative expenses and $73,540 in professional fees, resulting in an operating and net loss of $94,919. For the six months ended May 31, 2018, we incurred $11 in general and administrative expenses and $25,575 in professional fees, resulting in an operating and net loss of $25,586. The professional fees were primarily related to our ongoing regulatory requirements. The increase in professional fees in 2019 as compared to 2018, is primarily due to an increase in legal fees. General and administrative expense consisted of travel expense and office and miscellaneous expense. The increase in general and administrative expense in 2019 as compared to 2018, is primarily due to an increase in travel and office and miscellaneous expense in association with the change in control in May 2018.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

May 31,

 

 

November 30,

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

%

 

Current assets

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

Current liabilities

 

 

189,808

 

 

 

94,889

 

 

 

94,919

 

 

 

100%

Working capital deficiency

 

$189,808

 

 

$94,889

 

 

$94,919

 

 

 

100%

 

Our working capital deficiency increased as of May 31, 2019, as compared to November 30, 2018, primarily due to an increase in accounts payable and due to a related party from continued operating costs of being a public company.

 

Cash Flows

 

 

 

Six Months Ended

 

 

 

 

 

May 31,

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

Cash used in operating activities

 

$(78,419)

 

$(24,529)

 

$(53,890)

Cash provided by financing activities

 

$78,419

 

 

$25,020

 

 

$53,399

 

Cash and cash equivalents on hand

 

$-

 

 

$2,164

 

 

$(2,164)

 

Operating Activities

 

During the six months ended May 31, 2019, our company used $78,419 in cash from operating activities, compared to $24,529 cash used in operating activities during the six months ended May 31, 2018. The cash used from operating activities for the six months ended May 31, 2019 was attributed to net loss of $94,919 and offset by an increase in accounts payable. The cash used from operating activities for the six months ended May 31, 2018 was attributed to net loss of $25,586 and offset by an increase in accounts payable of $1,057.

 

Cash Flow from Financing Activities

 

Net cash from financing activities was $78,419 for proceeds from loan from related party for the six months ended May 31, 2019 compared to $25,020 for issuance of common stock for the six months ended May 31, 2018.

 

Liquidity

 

As of May 31, 2019, we had $0 in total assets, $189,808 in liabilities and ($189,808) in working capital deficiency. We currently do not engage, nor do we intend to engage, in any business activities that provide cash flow until we enter into a successful business combination. The Company does not have sufficient cash for the next 12 months as of the date of this filing.

 

In its November 30, 2018 report, our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 
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We intend that our management and the Company, through its various contacts and affiliations with other entities, will locate a business combination target. We expect that additional funds will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.

 

Critical Accounting Policies

 

We prepare our unaudited condensed financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our unaudited condensed financial statements.

 

Off-Balance Sheet Arrangements

 

We have no 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 is material to stockholders.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure 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.

 

 
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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, 2019. 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 as a result of the following material weaknesses:

  

The specific material weaknesses identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended May 31, 2019 that have materially affected, or are 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 beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Exhibit

Number

Description

Incorporated by Reference

 

Form

 

Exhibit

 

Filing Date

(3)

 

(i) Articles of Incorporation (ii) Bylaws

 

3.1

 

Articles of Incorporation, as filed with the Nevada Secretary of State

 

S-1

 

3.1

 

March 17, 2015

3.2

 

Certificate of Amendment to Articles of Incorporation

 

S-1

 

3.2

 

March 17, 2015

3.3

 

By-laws

 

S-1

 

3.3

 

March 17, 2015

3.4

Amended and Restated Articles of Incorporation

8-K

8.01

July 18, 2018

(14)

 

Code of Ethics

 

14.1

 

Code of Ethics

 

10-K

 

14.1

 

February 29, 2016

(31)

Rule 13a-14 (d)/15d-14d) Certifications

 

31.1*

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

(32)

Section 1350 Certifications

 

32.1**

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

101**

Interactive Data File

 

101.INS

XBRL Instance Document

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

______ 

* Filed herewith

** Furnished herewith

 

 
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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.

 

 

WARI, INC.

 

 

(Registrant)

 

Dated: July 18, 2019

 

/s/ Amadou Diop

 

 

Amadou Diop

 

 

President, Chief Financial Officer and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

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