Company Quick10K Filing
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Cosmo Ventures
10-Q 2019-06-30 Quarter: 2019-06-30
10-K 2019-03-31 Annual: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-K 2018-03-31 Annual: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-K 2016-03-31 Annual: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-K 2015-03-31 Annual: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-K 2014-03-31 Annual: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2019-10-02 Enter Agreement, Other Events, Exhibits
8-K 2019-09-10 Enter Agreement, M&A, Sale of Shares, Control, Amend Bylaw, Other Events, Exhibits
8-K 2018-08-07 Accountant, Exhibits
8-K 2018-06-08 Control, Officers, Exhibits
8-K 2018-02-28 Officers, Exhibits
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HDHC High Desert Holding 0
SHEPH Shepherd's Finance 0
BYLG Bylog Group 0
NSHI Northstar Healthcareome 0
MRCZ Mikrocoze 0
OSMU Original Source Music 0
CSMO 2019-06-30
Part I-Financial Information
Item 1. Financial Statements.
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
Note 2 - Going Concern
Note 3 - Related Party Transactions
Note 4 - Equity
Note 5 - Subsequent Events
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 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 csmo_ex311.htm
EX-31.2 csmo_ex312.htm
EX-32.1 csmo_ex321.htm
EX-32.2 csmo_ex322.htm

Cosmo Ventures Earnings 2019-06-30

CSMO 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 csmo_10q.htm FORM 10-Q csmo_10q.htm

 

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 June 30, 2019

 

Commission File Number 000-56002

 

ALLIED CORP.

(FORMERLY COSMO VENTURES Inc.)

(Exact name of registrant as specified in its charter)

 

Nevada

 

33-1227173

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

112 North Curry Street, Carson City, Nevada 89703

(Address of principal executive offices) (Zip Code)

 

800-582-3042

(Registrant’s telephone number, including area code)

 

N/A

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes    x No

 

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, 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

¨

Smaller reporting company

x

 

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

 

As of June 30, 2019, there were 86,658,000 shares of common stock issued and outstanding (reflecting a 6.666 shares for one stock dividend treated as a stock split completed subsequent to the end of the period).

 

 
 
 
 

 

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.

 

5

 

Item 4.

Controls and Procedures.

 

5

 

PART II—OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

7

 

Item 1A.

Risk Factors.

 

7

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

7

 

Item 3.

Defaults Upon Senior Securities.

 

7

 

Item 4.

Mining Safety Disclosure.

 

7

 

Item 5.

Other Information.

 

7

 

Item 6.

Exhibits.

 

8

 

 
2
 
Table of Contents

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

FINANCIAL STATEMENTS

 

Balance Sheets - As of June 30, 2019 and March 31, 2019 (unaudited)

F-1

 

Statements of Operations - For the Three ended June 30, 2019 and 2018 (unaudited)

F-2

 

Statements of Changes in Stockholders’ Deficit - Three Months ended June 30, 2019 and 2018 (unaudited)

F-3

 

Statements of Cash Flows - For the Three Months ended June 30, 2019 and 2018 (unaudited)

F-4

 

Notes to Financial Statements (unaudited)

F-5

 

 

 
3
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

BALANCE SHEETS

As of June 30, 2019 and March 31, 2019

(unaudited)

 

 

 

June 30,

2019

 

 

March 31,

2019

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$112

 

 

$103

 

TOTAL ASSETS

 

$112

 

 

$103

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$12,298

 

 

$15,220

 

Due to related parties

 

 

51,566

 

 

 

44,682

 

TOTAL CURRENT LIABILITIES

 

 

63,864

 

 

 

59,902

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred stock – 50,000,000 shares authorized, $0.0001 par value; nil shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock - 300,000,000 shares authorized, $0.0001 par value; 86,658,000 and 86,658,000 shares issued and outstanding, respectively

 

 

8,666

 

 

 

8,666

 

Additional paid-in capital

 

 

16,334

 

 

 

16,334

 

Accumulated deficit

 

 

(88,752)

 

 

(84,799)

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS’ DEFICIT

 

 

(63,752)

 

 

(59,799)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$112

 

 

$103

 

 

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

 

 
F-1
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2019

(unaudited)

 

 

 

Three ended

June 30, 2019

 

 

Three ended June 30, 2018

 

OPERATING EXPENSES

 

 

 

 

 

 

General and administrative

 

$3,953

 

 

$8,798

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

3,953

 

 

 

8,798

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(3,953)

 

$(8,798)

 

 

 

 

 

 

 

 

 

LOSS PER COMMON SHARE – BASIC AND DILUTED

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED

 

 

86,658,000

 

 

 

86,658,000

 

 

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

 

 
F-2
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Ended June 30, 2019 and June 30, 2018

(unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

 

 

86,658,000

 

 

$8,666

 

 

$16,334

 

 

$(84,799)

 

$(59,799)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,953)

 

 

(3,953)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2019

 

 

86,658,000

 

 

$8,666

 

 

$16,334

 

 

$(88,752)

 

$(63,752)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

Number of

shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2018

 

 

86,658,000

 

 

$8,666

 

 

$16,334

 

 

$(61,691)

 

$(36,691)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,798)

 

 

(8,798)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2018

 

 

86,658,000

 

 

$8,666

 

 

$16,334

 

 

$(70,489)

 

$(45,489)

 

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

 

 
F-3
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

STATEMENTS OF CASH FLOWS

For the Three Months Ended June 30, 2019 and 2018

(unaudited)

 

 

 

Three months

ended June 30,

2019

 

 

Three months

ended June 30,

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(3,953)

 

$(8,798)

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

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

(2,922)

 

 

1,765

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(6,875)

 

 

(7,033)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party

 

 

6,884

 

 

 

6,588

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

6,884

 

 

 

6,588

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

 

9

 

 

 

(445)

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF YEAR

 

 

103

 

 

 

756

 

 

 

 

 

 

 

 

 

 

CASH, END OF YEAR

 

$112

 

 

$311

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW DISCLOSURES:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

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

 

 
F-4
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

Notes to Financial Statements

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company

 

Cosmo Ventures Inc. (the “Company”) was incorporated in the State of Nevada on February 3, 2013, with a year end of March 31. The Company was established to purchase overstocked inventory items from manufacturers and retailers and offer them to the public at discounted prices via a web-based on-line store. Subsequent to the period and effective as of July 10, 2019, the Company changed its name to Allied Corp.

 

Basis of Presentation – Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended March 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Loss per Common Share

 

The basic loss per common share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per common share are the same as basic loss per common share due to the lack of dilutive items in the Company. As of June 30, 2019 and 2018, there were no common stock equivalents outstanding.

 

 
F-5
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

Notes to Financial Statements

 

Income Taxes

 

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

 

Stock-based Compensation

 

The Company estimates the fair value of each stock-based compensation award at the grant date by using Black-Scholes option pricing model. The fair value determined represents the cost of the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As stock-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as additional paid in capital.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

 

Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were issued for disclosure and consideration.

 

NOTE 2 – GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. To date the Company has generated no revenues from its business operations and has incurred operating losses of $88,752 since inception. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

  

 
F-6
 
Table of Contents

 

ALLIED CORP.

(Formerly Cosmo Ventures Inc.)

Notes to Financial Statements

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

The Company’s former CEO had loaned the Company cash to support operations. Balances outstanding as of June 30, 2019 and March 31, 2019 were $31,569 and $31,569, respectively. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

  

During the three months ended June 30, 2019, the Company’s CEO loaned the Company $6,884. Balances outstanding as of June 30, 2019 and March 31, 2019 were $19,997 and $13,113, respectively. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

 

NOTE 4 – EQUITY

 

Subsequent to the period on July 1, 2019, the Company amended our Articles of Incorporation: (i) changing the name of the Company to Allied Corp. and (ii) increasing the authorized capital stock of the Company from 75,000,000 to 300,000,000 shares of common stock, par value $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share. Also on July 1, 2019 the board of directors approved a stock dividend treated as a stock split of 6.666 shares for each one share of the Company’s common stock which became effective August 7, 2019. The effects of the stock split have been retroactively reflected in the financial statements.

 

NOTE 5 – SUBSEQUENT EVENTS

 

Effective July 1, 2019, the Company was assigned proceeds from a private placement at $0.50 per share completed during May and June 2019 to 11 accredited investors for a total financing of $1,350,000. In August 2019, the Company issued 2,700,000 shares of restricted common stock to such investors.

 

See Note 4 for discussion on amendment of our Articles of Incorporation.

 

From August 1, 2019 through August 13, 2019, the Company completed a private placement at $0.75 per share to an accredited investor for a total raise of $3,000,000. In August 2019, the Company issued 4,000,000 shares of restricted common stock to such investor.

 

Effective August 13, 2019, the Company completed an acquisition transaction with Canadian-based Advanced Micro Biosciences, Inc. As part of that transaction, a majority shareholder transferred 55,700,014 shares to shareholders of Advanced Micro. As part of the transaction, Ashhok Kumar, President of the Company, and the Company’s former CEO terminated $19,997 in outstanding debt due to him from the Company; further Mr. Sonu Ram, the Former President of the Company also terminated $31,569 in outstanding debt due to him from the Company.

 

The name change and symbol change were completed through a corporate action processed through FINRA. The Company is now listed and trading on the OTC Markets pink exchange under the trading symbol “ALID”. The Company intends to apply to trade on the OTC Markets OTCQB Market. The acquisition of Advanced Micro makes Allied an international medical cannabis company focused on creating and providing targeted cannabinoid health solutions.

 

 
F-7
 
Table of Contents

 

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

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Business Overview

 

Cosmo Ventures Inc. (“Cosmo Ventures” or the “Company”) was incorporated in the State of Nevada on February 3, 2013. We are an early stage company that plans to commence operations as an online retailer that intended to offer discounted overstocked inventory items. Subsequent to the period the business of the Company changed and its name was changed to Allied Corp. effective July 10, 2019.

 

Results of Operations

 

For the three-month periods ended June 30, 2019 and June 30, 2018, we had no revenue. Expenses for the three-month period ended June 30, 2019 totaled $3,953 resulting in a net loss of $3,593, compared to expenses for the three-month period ended June 30, 2018, totaled $8,798 resulting in a net loss of $8,798. The net loss for the three-month period ended June 30, 2019 is a result of office and general expense of $3,953 comprised primarily of professional fees of $2,463. The decrease in expenses for the three-month period ended June 30, 2019 compared to June 30, 2018 is primarily due to the decrease in accounting fees.

 

Capital Resources and Liquidity

 

At June 30, 2019 there was substantial doubt that we could continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues were anticipated pending implementation of our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at that time is investments by others by way of private placements. Since inception, we have raised $25,000 through the sale of Company’s common stock.

 

As of June 30, 2019, we had $112 in cash as compared to $103 in cash at June 30, 2018. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of June 30, 2019, the Company’s officer and director, Mr. Kumar has loaned the Company $19,997, and Mr. Ram the former officer and director had loaned the company $31,569 in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place. Subsequent to June 30, 2019, these related party loans were forgiven.

 

 
4
 
Table of Contents

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Critical Accounting Policies and Estimates

 

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

 

Risks

 

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:

 

 
5
 
Table of Contents

 

1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third-party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

2. Lack of audit committee and financial expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.

 

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

 

 

·

Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel.

 

 

·

Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

 

Changes in Internal Control Over Financial Reporting

 

There were no change in internal controls over financial reporting during the three months ended June 30, 2019.

 

 
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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently, we are not involved in any pending litigation or legal proceeding.

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information.

 

On June 5, 2018, Ashok Kumar acquired 10,000,000 shares of common stock from the Company’s former President, Sonu Ram, at par value of $0.001 per share. The consideration provided by Mr. Kumar to Mr. Ram was $10,000 in cash. The acquisition by Mr. Kumar of those shares resulted in a change in control.

 

Effective July 1, 2019, the Company was assigned proceeds from a private placement at $0.50 per share completed during May and June 2019 to 11 accredited investors for a total raise of $1,350,000. In August 2019, the Company issued 2,700,000 shares of restricted common stock to such investors.

 

On July 1, 2019, the Shareholders of the Company and the Board of Directors approved an Amendment to Our Articles of Incorporation (i) changing the name of the Company to Allied Corp. and (ii) increasing the authorized capital stock of the Company from 75,000,000 to 300,000,000 shares of common stock, par value $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share. Also on July 1, 2019 the board of directors approved a 6.666 shares for each one share stock dividend treated as a stock split on the Company’s common stock which became effective August 7, 2019 upon review of and clearance from FINRA.

 

 
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From August 1, 2019 through August 13, 2019, the Company completed a private placement at $0.75 per share to an accredited investor for a total raise of $3,000,000. In August 2019, the Company issued 4,000,000 shares of restricted common stock to such investor.

 

Effective August 13, 2019, the Company completed an acquisition transaction with Canadian-based Advanced Micro Biosciences, Inc. As part of that transaction, a majority shareholder transferred 55,700,014 shares to shareholders of Advanced Micro. As part of the transaction, Ashhok Kumar, President of the Company and Sonu Ram, former President of the Company terminated $19,997 and $31,569 respectively in outstanding debt due to them from the Company.

 

The name change and symbol change were completed through a corporate action processed through FINRA. The Company is now listed and trading on the OTC Markets pink exchange under the trading symbol “ALID”. The Company intends to apply to trade on the OTC Markets OTCQB Market. The acquisition of Advanced Micro makes Allied an international medical cannabis company focused on creating and providing targeted cannabinoid health solutions.

 

Item 6. Exhibits.

 

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

 

101

 

Interactive data files pursuant to Rule 405 of Regulation S-T.

 

 
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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.

 

 

Allied Corp.

(formerly Cosmo Ventures Inc. )

(Registrant)

  

 

Date: August 19, 2019

By:

/s/ Ashok Kumar

 

Ashok Kumar

 

President and Director

Principal and Executive Officer

Principal Financial Officer

Principal Accounting Officer

 

 

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