|8-K||2018-06-13||Enter Agreement, Shell Status, Exhibits|
|8-K||2018-03-23||Shareholder Rights, Amend Bylaw, Exhibits|
|CWI||Carey Watermark Investors||4,937|
|DNO||United States Short Oil Fund||9|
|DTRC||Dakota Territory Resource||0|
|Part I. Financial Information|
|Item 1. Financial Statements.|
|Item 1. Basis of Presentation|
|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.|
|Balance Sheet||Income Statement||Cash Flow|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 333-209497
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||(I.R.S. Employer|
|incorporation or organization)||Identification No.)|
L9-02, Level 9, Brem Mall,
Jalan Jambu Mawar Off Jalan Kepong,
52000 Kuala Lumpur, Malaysia
(Address of principal executive offices, zip code)
Tel: (603) 6257 0088
Fax: (603) 6242 7088
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
|Large accelerated filer||[ ]||Accelerated filer||[ ]|
|Non-accelerated filer||[ ]||(Do not check if a smaller reporting company)||Smaller reporting company||[X]|
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 30, 2019, there were 126,000,000 shares of common stock, $0.001 par value per share, outstanding.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2019
|Part I. Financial Information|
|Item 1.||Financial Statements||4|
|Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018 (audited).||5|
|Statements of Operations for the six months ended June 30, 2019 and 2018, and the period from September 30, 2014 (Inception) to June 30, 2019 (unaudited).||6|
|Statements of Cash Flows for the six months ended June 30, 2019 and 2018, and the period from September 30, 2014 (Inception) through June 30, 2019 (unaudited).||7|
|Notes to Financial Statements (unaudited).||8|
|Item 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations.||9|
|Item 3.||Quantitative and Qualitative Disclosures About Market Risk.||11|
|Item 4.||Controls and Procedures.||11|
|Part II. Other Information||13|
|Item 1.||Legal Proceedings.||13|
|Item 1A.||Risk Factors.||13|
|Item 2.||Unregistered Sales of Equity Securities and Use of Proceeds.||13|
|Item 3.||Defaults Upon Senior Securities.||13|
|Item 4.||Mine Safety Disclosures.||13|
|Item 5.||Other Information.||13|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of INBIT CORP., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. 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. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward- looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
JUNE 30, 2019
(Unaudited, in US$ currency)
|June 30, 2019 (Unaudited)|
- $ -
|December 31, 2018 (Audited) |
- $ -
|Cash and bank balances||547||554|
|Amount owing to directors||46,192||46,192|
|Amount owing to shareholders||122,330||110,791|
|STOCKHOLDERS’ EQUITY (DEFICIT)|
|5,000,000,000 common shares with a par value of $0.001|
|Issued and Outstanding:|
|126,000,000 common shares||6,300||6,300|
|Additional paid in capital||24,700||24,700|
|Deficit accumulated during the development stage||(165,716||)||(157,327||)|
|Total stockholders’ deficit||(134,716||)||(126,327||)|
|Total liabilities and stockholders’ deficit||40,881||40,888|
See Accompanying Notes
|Six months||Six months||Period|
September 30, 2014
|June 30, 2019||June 30, 2018||June 30, 2019|
|General and administrative expenses||(8,389||)||(19,187||)||(185,759||)|
|Basic and diluted loss per share||(0.00||)||(0.00||)|
|Weighted average number of common shares outstanding||126,000,000||126,000,000|
-See Accompanying Notes-
|Six months||Six months||Period|
September 30, 2014
|June 30,2019 (Unaudited) |
|June 30, 2018 (Unaudited) |
|June 30, 2019 (Unaudited)|
|Cash Flows From Operating Activities|
|Equipment written off||-||-||1,750|
|Net change in non-cash working capital balances:|
|Accounts payable and accrued liabilities||(3,157||)||(1,436||)||7,076|
|Net cash used in operating activities||(11,546||)||(16,892||)||(196,874||)|
|Cash Flows From Investing Activities|
|Purchase of equipment||-||-||(2,100||)|
|Net cash used in investing activities||-||-||(2,100||)|
|Cash Flows From Financing Activities|
|Repayment to related party||-||-||(156,983||)|
|Proceeds from sale of common stock||-||-||31,000|
|Proceeds from loan from directors||-||12,780||46,192|
|Proceeds from loan from shareholders||11,539||-||122,329|
|Advances from related party||-||14,962||156,983|
|Net cash provided by financing activities||11,539||27,742||199,521|
|Increase In Cash||(7||)||10,850||547|
|Supplementary Cash Flow Information|
|Cash paid for:|
- See Accompanying Notes -
JUNE 30, 2019
ITEM 1. BASIS OF PRESENTATION
Unaudited Interim Financial Statements
These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended December 31, 2018, included in the Company’s Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $165,716 at June 30, 2019 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand.
Recent Accounting Pronouncements
Recent pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements.
The following information should be read in conjunction with (i) the financial statements of INBIT CORP., a Nevada corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2018 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 333-209497), as filed with the SEC on March 29, 2019. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
INBIT CORP. (the “Company” or “we”) was incorporated in the State of Nevada on September 30, 2014 and has a fiscal year end of December 31.
To date the Company has incurred recurring losses from operations. No further revenues are anticipated until we complete the Plan of Operation described in this Form 10-Q and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our 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.
Our activities have been financed primarily from the proceeds of share subscriptions. From our inception to June 30, 2019, we raised a total of $31,000 from private offerings of our common stock.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
Basis of Presentation
The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Basic and Diluted Net Loss Per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.
Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
PLAN OF OPERATION
We are a development stage company engaged in the business of investment holding.
Results of Operations
Six -Month Periods Ended June 30, 2019 and 2018
We recorded no revenues for the six months ended June 30, 2019 and we have generated operating revenues of $21,667 since inception.
For the six months ended June 30, 2019, total expenses and professional fees was $8,389 and from the period of September 30, 2014 (inception) to June 30, 2019, we incurred operating expenses of $185,759.
Liquidity and Capital Resources
At June 30, 2019, we have a bank account with the balance of USD547. We do not have sufficient cash on hand to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company.
None through date of this filing.
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 3.
Evaluation of Disclosure Controls and Procedures:
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a 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 will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2019, our disclosure controls and procedures were not effective: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
As of June 30, 2019, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America and includes those policies and procedures that:
|●||Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;|
|●||Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and|
|●||Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) and SEC guidance on conducting such assessments. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. Based on this assessment, management has concluded that as of June 30, 2019, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of June 30, 2019.
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
|1.||We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.|
|2.||We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.|
|3.||We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.|
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2019.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ending June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
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 1A.
(a) Exhibits required by Item 601 of Regulation SK.
|3.1||Articles of Incorporation*|
|31.1||Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.|
|31.2||Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.|
|32.1||Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.|
|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 and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-209497), as filed with the Securities and Exchange Commission on April 22, 2016.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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.
|(Name of Registrant)|
|Date: August 12, 2019||By:||/s/ TAN CHEE HONG|
|Name:||TAN CHEE HONG|
|Title:||Chief Executive Officer and Chairman|