Nevada |
98-0579157 |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
10100 Santa Monica Blvd., Suite 300, Century City, Los Angeles, CA | 90067 |
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of exchange on which registered
|
|
|
|||
|
|
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
Non-Accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
PART I - FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
3
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
17
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
21
|
Item 4.
|
Controls and Procedures
|
21
|
PART II - OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
22
|
Item 1A.
|
Risk Factors
|
22
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
22
|
Item 3.
|
Defaults Upon Senior Securities
|
22
|
Item 4.
|
Mine Safety Disclosures
|
22
|
Item 5.
|
Other Information
|
22
|
Item 6.
|
Exhibits
|
23
|
SIGNATURES
|
24
|
February 28, 2019
|
November 30, 2018
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
4,064
|
$
|
1,172
|
||||
Prepaid expenses
|
22,568
|
10,787
|
||||||
Total current assets
|
26,632
|
11,959
|
||||||
Other assets
|
||||||||
Resource property
|
248,000
|
248,000
|
||||||
Total other assets
|
248,000
|
248,000
|
||||||
Total Assets
|
$
|
274,632
|
$
|
259,959
|
||||
Liabilities and Stockholders' Equity (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
84,678 |
$
|
81,280
|
||||
Accounts payable - related parties
|
50,314
|
27,870
|
||||||
Accrued interest
|
7,594
|
3,415
|
||||||
Accrued interest - related parties
|
16,373
|
71,231
|
||||||
Due to related parties
|
68,923
|
95,640
|
||||||
Notes payable - current portion
|
10,000
|
10,000
|
||||||
Notes payable to related parties - current portion
|
195,000
|
467,866
|
||||||
Total current liabilities
|
432,882
|
757,302
|
||||||
Long term liabilities:
|
||||||||
Notes payable
|
139,575
|
114,575
|
||||||
Notes payable to related parties
|
62,500
|
20,500
|
||||||
Total long term liabilities
|
202,075
|
135,075
|
||||||
Total liabilities
|
634,957
|
892,377
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity (deficit):
|
||||||||
Preferred stock, $0.001 par value; 20,000,000 shares authorized,
|
||||||||
-0- preferred
stock shares issued and outstanding as of February 28, 2019 and November 30, 2018
|
-
|
-
|
||||||
Common stock, $0.001 par value, 3,500,000,000 shares authorized
|
||||||||
77,248,120 and
74,142,211 issued and outstanding as of February 28, 2019 and November 30, 2018, repectively
|
77,248
|
74,142
|
||||||
Additional paid-in capital
|
2,154,169
|
1,815,625
|
||||||
Common stock payable
|
68,106
|
55,120
|
||||||
Accumulated deficit
|
(2,659,848
|
)
|
(2,577,305
|
)
|
||||
Total stockholders' equity (deficit)
|
(360,325
|
)
|
(632,418
|
)
|
||||
Total Liabilities and Stockholders' equity (deficit)
|
$
|
274,632
|
$
|
259,959
|
For the Three Months Ended
|
||||||||
February 28, 2019
|
February 28, 2018
|
|||||||
Operating expenses:
|
||||||||
Accounting and legal
|
$
|
16,817
|
$
|
5,838
|
||||
Transfer agent and filing fees
|
4,710
|
1,239
|
||||||
Consulting
|
35,723
|
-
|
||||||
Exploration
|
2,083
|
-
|
||||||
General and administrative
|
25,105
|
254
|
||||||
Total operating expenses
|
84,438
|
7,331
|
||||||
Net operating income (loss)
|
(84,438
|
)
|
(7,331
|
)
|
||||
Other income (expense):
|
||||||||
Interest expense
|
(12,356
|
)
|
(6,626
|
)
|
||||
Debt forgiveness
|
14,251
|
-
|
||||||
Total Other income (expense)
|
1,895
|
(6,626
|
)
|
|||||
Net income (loss)
|
$
|
(82,543
|
)
|
$
|
(13,957
|
)
|
||
Basic and diluted income (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average
number of common shares outstanding - basic and diluted
|
75,902,226
|
62,892,211
|
Common Stock | Preferred Stock |
Additional
Paid-In
|
Common Stock
|
Accumulated
|
Total
Stockholders'
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Payable
|
Deficit
|
Deficiency
|
|||||||||||||||||||||||||
Balance at February 28, 2018
|
62,892,211
|
$
|
62,892
|
-
|
$
|
-
|
$
|
1,206,875
|
$
|
15,120
|
$
|
(1,800,868
|
)
|
$
|
(515,981
|
)
|
||||||||||||||||
Shares payable for services
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||
Net loss
|
(13,957
|
)
|
(13,957
|
)
|
||||||||||||||||||||||||||||
Balance at February 28, 2018 (unaudited)
|
62,892,211
|
$
|
62,892
|
-
|
$
|
-
|
$
|
1,206,875
|
$
|
15,120
|
$
|
(1,814,825
|
)
|
$
|
(529,938
|
)
|
||||||||||||||||
Balance at November 30, 2018
|
74,142,211
|
$
|
74,142
|
-
|
$
|
-
|
$
|
1,815,625
|
$
|
55,120
|
$
|
(2,577,305
|
)
|
$
|
(632,418
|
)
|
||||||||||||||||
Shares issued for services
|
3,105,909
|
3,106
|
338,544
|
-
|
341,650
|
|||||||||||||||||||||||||||
Shares payable for services
|
12,986
|
12,986
|
||||||||||||||||||||||||||||||
Net loss
|
(82,543
|
)
|
(82,543
|
)
|
||||||||||||||||||||||||||||
Balance at February 28, 2019 (unaudited)
|
77,248,120
|
$
|
77,248
|
-
|
$
|
-
|
$
|
2,154,169
|
$
|
68,106
|
$
|
(2,659,848
|
)
|
$
|
(360,325
|
)
|
For the Three Months Ended
|
||||||||
February 28, 2019 |
February 28, 2018
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(82,543
|
)
|
$
|
(13,957
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock based compensation
|
4,456
|
-
|
||||||
Forgiveness of debt
|
(14,250
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(3,251
|
)
|
-
|
|||||
Accounts payable
|
(23,319
|
)
|
2,395
|
|||||
Accounts payable expenses - related parties
|
22,444
|
6,626
|
||||||
Accrued expenses
|
4,179
|
-
|
||||||
Accrued expenses - related parties
|
8,176
|
-
|
||||||
Net cash used in operating activities
|
(84,108
|
)
|
(4,936
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from notes payable to related parties - current portion
|
20,000
|
10,000
|
||||||
Proceeds from notes payable - long term portion
|
25,000
|
-
|
||||||
Proceeds from notes payable to related parties - long term portion
|
42,000
|
-
|
||||||
Net cash provided by financing activities
|
87,000
|
10,000
|
||||||
Net increase (decrease) in cash
|
2,892
|
5,064
|
||||||
Cash - beginning of the year
|
1,172
|
541
|
||||||
Cash - end of the year
|
$
|
4,064
|
$
|
5,605
|
||||
Supplemental disclosures:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash transactions:
|
||||||||
Stock Compensation
|
$
|
4,456
|
$
|
-
|
Description
|
February 28, 2019
|
November 30, 2018
|
||||||
Consulting
|
$
|
17,151
|
$
|
8,620
|
||||
Listing Fees
|
5,417
|
2,167
|
||||||
Total
|
$
|
22,568
|
$
|
10,787
|
Date of Note
|
Note
Amount
|
Interest
Rate
|
Maturity Date
|
Collateral
|
Interest
Accrued
|
|||||||||||
|
|
|
||||||||||||||
May 1, 2016 (1)
|
$
|
-
|
8
|
%
|
May 1, 2017 (Default)
|
None
|
$
|
-
|
||||||||
October 20, 2016
|
$
|
5,000
|
8
|
%
|
October 20, 2017 (Default)
|
None
|
$
|
943
|
||||||||
January 9, 2017
|
$
|
9,000
|
8
|
%
|
January 9, 2018 (Default)
|
None
|
$
|
1,539
|
||||||||
April 24, 2017
|
$
|
10,000
|
8
|
%
|
April 24, 2018 (Default)
|
None
|
$
|
1,479
|
||||||||
June 19, 2017
|
$
|
7,000
|
8
|
%
|
June 19, 2018 (Default)
|
None
|
$
|
950
|
||||||||
September 18, 2017
|
$
|
6,000
|
8
|
%
|
September 18, 2018 (Default)
|
None
|
$
|
694
|
||||||||
January 5, 2018
|
$
|
10,000
|
8
|
%
|
January 5, 2019 (Default)
|
None
|
$
|
918
|
||||||||
April 17, 2018
|
$
|
30,000
|
8
|
%
|
April 17, 2019
|
None
|
$
|
2,084
|
||||||||
July 27, 2018
|
$
|
31,700
|
12
|
%
|
July 27, 2019
|
None
|
$
|
2,251
|
||||||||
August 15, 2018
|
$
|
108,000
|
12
|
%
|
August 15, 2019
|
None
|
$
|
6,995
|
||||||||
September 7, 2018
|
$
|
15,000
|
12
|
%
|
July 31, 2020
|
None
|
$
|
858
|
||||||||
September 12, 2018
|
$
|
20,500
|
12
|
%
|
August 15, 2020
|
None
|
$
|
1,139
|
||||||||
September 27, 2018
|
$
|
10,000
|
12
|
%
|
July 31, 2020
|
None
|
$
|
506
|
||||||||
October 10, 2018
|
$
|
42,000
|
12
|
%
|
July 31, 2020
|
None
|
$
|
1,947
|
||||||||
November 20, 2018
|
$
|
7,905
|
12
|
%
|
July 31, 2020
|
None
|
$
|
260
|
||||||||
November 20, 2018
|
$
|
7,970
|
12
|
%
|
July 31, 2020
|
None
|
$
|
262
|
||||||||
December 18, 2018
|
$
|
25,000
|
12
|
%
|
February 18, 2020
|
None
|
$
|
592
|
||||||||
January 14, 2019
|
$
|
42,000
|
12
|
%
|
August 15, 2020
|
None
|
$
|
483
|
||||||||
February 18, 2019
|
$
|
20,000
|
12
|
%
|
February 18, 2020
|
None
|
$
|
67
|
||||||||
Total
|
$
|
407,075
|
|
|
$
|
23,967
|
(1)
|
On January 8, 2019, the Company agreed to convert principle and interest of $341,650 into 3,105,909
unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share. In-addition, the Company recognized $14,250 income from debt forgiveness for the portion of the
Promissory note accrued interest not converted to the Company’s common stock. The Company calculated the fair value of the beneficial conversion feature on the
debt modification as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of modification. The fair value of the conversion provision in connection with the note on the
date of modification was $-0-.
|
Balance, November 30, 2018
|
$
|
612,941
|
||
Borrowings
|
87,000
|
|||
Less repayments
|
292,866
|
|||
Balance, February 28, 2019
|
$
|
407,075
|
Year Due
|
Principal
|
Interest
|
Total
|
|||||||||
|
||||||||||||
2019
|
$
|
225,500
|
$
|
16,808
|
$
|
242,308
|
||||||
2020
|
181,575
|
7,159
|
188,734
|
|||||||||
Total
|
$
|
407,075
|
$
|
23,967
|
$
|
431,042
|
Risk-free interest rate
|
2.54
|
%
|
||
Expected life (in years)
|
3
|
|||
Expected volatility
|
310.6
|
%
|
||
Grant date fair value
|
$
|
.097
|
|
August 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
Balance Sheet:
|
||||||||||||
Current Assets
|
$
|
236,693
|
$
|
(221,457
|
)
|
$
|
15,236
|
|||||
Resource Property
|
378,000
|
(130,000
|
)
|
248,000
|
||||||||
Total assets
|
$
|
614,693
|
$
|
(351,457
|
)
|
$
|
263,236
|
|||||
|
||||||||||||
Accounts payable
|
$
|
53,688
|
$
|
10,910
|
$
|
54,598
|
||||||
Accounts payable – related parties
|
32,635
|
12,740
|
45,375
|
|||||||||
Due to related party
|
97,513
|
(10,907
|
)
|
86,606
|
||||||||
Accrued interest
|
-
|
886
|
886
|
|||||||||
Accrued interest – related party
|
60,282
|
2,993
|
63,275
|
|||||||||
Notes payable
|
-
|
41,700
|
41,700
|
|||||||||
Notes payable – related party
|
479,566
|
(11,700
|
)
|
467,866
|
||||||||
Total liabilities
|
723,684
|
46,622
|
770,306
|
|||||||||
|
||||||||||||
Common stock
|
65,392
|
-
|
65,392
|
|||||||||
Additional paid-in capital
|
1,429,375
|
(125,000
|
)
|
1,304,375
|
||||||||
Common stock payable
|
310,120
|
(5,000
|
)
|
305,120
|
||||||||
Accumulated deficit
|
(1,913,878
|
)
|
(268,079
|
)
|
(2,181,957
|
)
|
||||||
Total Stockholders’ Equity
|
(108,991
|
)
|
(398,079
|
)
|
(507,070
|
)
|
||||||
Total liabilities and stockholders’ equity
|
$
|
614,693
|
$
|
(351,457
|
)
|
$
|
263,236
|
|
For the nine months ended August 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
|
||||||||||||
Operating expenses
|
$
|
191,745
|
$
|
264,200
|
$
|
455,945
|
||||||
Interest expense
|
21,265
|
3,879
|
25,144
|
|||||||||
Forgiveness of debt
|
(100,000
|
)
|
-
|
(100,000
|
)
|
|||||||
Net Loss
|
$
|
(113,010
|
)
|
$
|
268,079
|
$
|
381,089
|
|
May 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
Balance Sheet:
|
||||||||||||
Current Assets
|
$
|
5,924
|
$
|
(938
|
)
|
$
|
4,986
|
|||||
Deposit
|
591
|
-
|
591
|
|||||||||
Total assets
|
$
|
6,515
|
$
|
-
|
$
|
5,577
|
||||||
|
||||||||||||
Accounts payable
|
$
|
69,894
|
$
|
(46,844
|
)
|
$
|
23,050
|
|||||
Accounts payable – related parties
|
7,085
|
7,425
|
14,510
|
|||||||||
Due to related party
|
38,170
|
11,256
|
49,426
|
|||||||||
Accrued interest
|
-
|
320
|
320
|
|||||||||
Accrued interest – related party
|
52,497
|
(610
|
)
|
51,887
|
||||||||
Notes payable
|
-
|
10,000
|
10,000
|
|||||||||
Notes payable – related party
|
339,866
|
20,000
|
359,866
|
|||||||||
Total liabilities
|
507,512
|
1,547
|
509,059
|
|||||||||
|
||||||||||||
Common stock
|
62,892
|
-
|
62,892
|
|||||||||
Additional paid-in capital
|
1,206,875
|
-
|
1,206,875
|
|||||||||
Common stock payable
|
15,120
|
-
|
15,120
|
|||||||||
Accumulated deficit
|
(1,785,884
|
)
|
(2,485
|
)
|
(1,788,369
|
)
|
||||||
Total Stockholders’ Equity
|
(500,997
|
)
|
(2,485
|
)
|
(503,482
|
)
|
||||||
Total liabilities and stockholders’ equity
|
$
|
6,515
|
$
|
-
|
$
|
5,577
|
|
For the six months ended May 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
|
||||||||||||
Operating expenses
|
$
|
71,536
|
$
|
2,775
|
$
|
74,311
|
||||||
Interest expense
|
13,480
|
(290
|
)
|
13,190
|
||||||||
Forgiveness of debt
|
(100,000
|
)
|
-
|
(100,000
|
)
|
|||||||
Net Income (Loss)
|
$
|
14,984
|
$
|
2,485
|
$
|
12,499
|
Three Months
Ended
February 28, 2019
|
Three Months
Ended
February 28, 2018
|
Change Between
Three Month
Periods Ended
February 28, 2019
And
February 28, 2018
|
||||||||||
Accounting and legal
|
$
|
16,817
|
$
|
5,838
|
$
|
10,979
|
||||||
Transfer agent and filing fees
|
4,710
|
1,239
|
3,471
|
|||||||||
Consulting
|
35,723
|
-
|
35,723
|
|||||||||
Exploration
|
2,083
|
-
|
2,083
|
|||||||||
General and administrative
|
25,105
|
254
|
24,851
|
|||||||||
Interest/Other (income) expense
|
(1,895
|
)
|
6,626
|
(8,521
|
)
|
|||||||
Net loss
|
$
|
85,543
|
$
|
13,957
|
$
|
68,586
|
At
February 28, 2019
|
At
December 31, 2018
|
|||||||
Current assets
|
$
|
26,632
|
$
|
11,959
|
||||
Current liabilities
|
432,882
|
757,302
|
||||||
Working capital
|
$
|
(406,250
|
)
|
$
|
(745,343
|
)
|
|
Three months Ended
|
|||||||
|
February 28, 2019
|
February 28, 2018
|
||||||
Net cash (used in) operating activities
|
$
|
(84,108
|
)
|
$
|
(4,936
|
)
|
||
Net cash provided by financing activities
|
87,000
|
10,000
|
||||||
Net increase in cash during
period
|
$
|
2,892
|
$
|
5,064
|
Expense
|
Cost
|
|||
|
||||
General and administrative
expenses
|
$
|
25,000
|
||
Management and administrative
costs
|
$
|
150,000
|
||
Legal Fees
|
$
|
10,000
|
||
Auditor Fees
|
$
|
12,000
|
||
Exploration
|
$
|
150,000
|
||
Total
|
$
|
347,000
|
Exhibit
Number
|
Description
|
||
(3
|
)
|
(i) Articles of Incorporation; (ii) By-laws
|
|
3.1
|
Articles of Incorporation (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
|
||
3.2
|
By-laws (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009)
|
||
3.3
|
Certificate of Amendment (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
|
||
3.4
|
Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
|
||
3.5
|
Certificate of Change (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
|
||
3.6
|
Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on June 25, 2018).
|
||
(10
|
)
|
Material Contracts
|
|
10.1
|
2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).
|
||
10.2
|
Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
|
||
10.3
|
$7,000 Convertible Promissory Note dated October 15, 2015 issued to Consorcio Empresarial Vesubio SA (incorporated
by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
|
||
10.4
|
Assignment Agreement dated effective August 7, 2018 between Oriental Rainbow Group Ltd. and Century Cobalt Corp.
|
||
10.5
|
Consulting Agreement
with Alexander Stanbury, dated September 14, 2018.
|
||
10.6
|
Consulting Agreement
with Lester Kemp, dated September 11, 2018.
|
||
(31
|
)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
|
31.1
|
*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer.
|
|
(32
|
)
|
Section 1350 Certifications
|
|
32.1
|
*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer.
|
|
101
|
**
|
Interactive Data File
|
|
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
|
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
|
CENTURY COBALT CORP.
|
|||
(Registrant)
|
|||
Dated: May 31, 2019
|
/s/ Alexander Stanbury | ||
Alexander Stanbury
|
|||
President, Chief Executive Officer, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this report on Form 10-Q
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
Dated: May 31, 2019
|
/s/ Alexander Stanbury | ||
Alexander Stanbury
|
|||
President, Chief Executive Officer, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 31, 2019
|
/s/ Alexander Stanbury | ||
Alexander Stanbury
|
|||
President, Chief Executive Officer, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|