UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-172172
GLOBE NET WIRELESS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | Pending | |
(State or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification No.) |
2302-3 Pacific Plaza
410 Des Voeux Road West
Hong Kong, China
(Address of principal executive offices)
Registrant’s telephone number, including area code: (253)252-8637
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| None | N/A |
Securities registered pursuant to Section 12(g) of the Act:
common shares - $0.001 par value
(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 shorter period that the registrant as 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 and electronically posted on its corporate Website, 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 [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of November 30, 2018, the registrant had 8,800,000 shares of voting common stock that were held by non-affiliates. Based on the last sales price of the registrant’s common stock of $0.02, these non-affiliate shares have an aggregate market value of $17600.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of November 30, 2018, the registrant had 10,800,000 shares of common stock with par value $0.001 issued and outstanding.
TABLE OF CONTENTS
| GNTW - Form 10-K - 2018 | Page 2 |
Item 1: Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
All dollar amounts refer to US dollars unless otherwise indicated.
Summary
Globe Net is a Nevada company and was incorporated on September 4, 2009. Globe Net is a “shell” company as defined by the SEC as a result of only having nominal operations and nominal assets. Globe Net is an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.
In August 2016 Globe Net began developing software to be used in the open source application programming interface (“API”) ecosystems. In November 2016 Globe Net completed its beta-testing of its new mobile text marketing platform, TextPro Connect IQ, and has commenced the development and testing of a second API application known as Swappit. Management is also actively looking for other related applications to develop and incubate.
Globe Net is also continuing with the development of its Internet and wireless connectivity systems to provide internet and related services to both consumers and businesses in currently under serviced or unserviceable areas at real broadband speeds..
Since September 2009, Globe Net has had its executive head office at 2302-3 Pacific Plaza, 410 Des Voeux Road West, Hong Kong. The telephone number at this office is (253)252-8637. Globe Net is renting the administrative office on a month to month basis.
Globe Net has an authorized capital of 200,000,000 common shares with a par value of $0.001 per share with 10.8 million common shares currently issued and outstanding.
Globe Net has not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of Globe Net’s business.
| GNTW - Form 10-K - 2018 | Page 3 |
Description of Business
App Incubator Segment
In August of 2016 Globe Net began to develop its business concept to capitalize on the proliferation of open source application programming interface (API) ecosystems. Management ascertained one of the key success metrics today is service velocity or the speed with which services can be developed and introduced to the market to generate revenue.
Currently, Globe Net has developed its TextPro app and is currently developing its second app. Swappit, for its app incubator business segment. TextPro Connect IQ is a single, unified, web-based system allowing customers to create campaigns that utilize a variety of marketing tools. Swappit it is a person to person online swapping platform.
Digital services in the API economy are increasingly being developed using a new design pattern known as microservices. Wikipedia defines microservices as: “a software architecture style in which complex applications are composed of small, independent processes communicating with each other using language-agnostic APIs.
In order to take advantage of the API ecosystem economy, Globe Net wants to become an agile business, able to participate in on-demand, context driven API economy value chains and to bring new services to market faster. The network as a digital platform will enable them to design and deploy customer-facing digital services by “mashing up” network and IT service components that run in the platform with each other, and potentially with services exposed by third-party platforms.
Rural Internet Service Provider (RISP) Segment
During the fiscal period ending August 31, 2018 Globe Net was still working on the development of its business segment to provide rural communities with high-speed internet connectivity at speeds equal or better than existing competing services. Through the use of its Internet and wireless connectivity systems, Globe Net’s goal is to develop and provide internet and related services to both consumers and businesses in currently under serviced or unserviceable areas at real broadband speeds. Globe Net planned to offer for sale its GNW Systems to residents and businesses located in under-serviced or non-serviced rural areas worldwide with the initial focus on North America and China. Although Globe Net continues to attempt to achieve its goal of becoming a rural internet provider, management’s current plan is to focus on Globe Net’s app business.
See “Plan of Operation” and “Management’s Discussion and Analysis of Financial Condition” below for more information. As of the effective date of this prospectus Globe Net has not generated any revenues.
| GNTW - Form 10-K - 2018 | Page 4 |
Products
TextPro Connect IQ
TextPro Connect IQ is a single, unified, web-based system allowing customers to create campaigns that utilize a variety of marketing tools, including mobile coupons, SMS marketing, QR codes, mobile keywords, Mobile splash pages, surveys, voting, polls, email marketing and social media status updates. Additionally, business and event planners have the ability to offer text reminders. Small businesses that rely on scheduled meetings with customers can do away with fears of missed appointments, reservations, or scheduled maintenance and repairs.
Globe Net utilizes a software as a service (SAAS) model for TextPro Connect IQ. SaaS removes the need for organizations to install and run applications on their own computers or in their own data centers. This eliminates the expense of hardware acquisition, provisioning and maintenance, as well as software licensing, installation and support. Customers are charged a monthly fee for access to our platform and purchase voice and text credits from us using a PayPal gateway.
Swappit
Swappit it is a person to person online swapping platform. Users download the app, and then set their criteria which will allow Swappit to find a potential swapping match. The criteria will be based on how long you are willing to trade for in days or weeks, the distance you are willing to travel to trade in kilometers or miles, you item category and price level, then a picture of the items. Once all the parameters have been entered by the user, then the Swappit app will then search through it database of users to find a potential swapping match and allow the user to decide if they want to proceed with a swap or wait and search for more items. Once a match is what the user desires they simply arrange to meet the other user and complete the swap.
RISP
Globe Net is still developing a system to deliver high-speed Internet service wirelessly to rural subscribers. It is Globe Net’s goal is to offer quality, high-speed wireless Internet service to end-users who are without Internet service or underserviced as a result of inferior technologies. Globe Net intends to develop a new technology that will broadcast an omni-directional wireless signal with a radius of up to approximately 20 miles using 700MHz spectrum. Unlike microwave, WiFi, or WiMax, direct line of sight is not necessary, which increases its practicality while reducing broadcasting costs. Globe Net’s Internet and wireless connectivity systems will transmit high-speed Internet service wirelessly over the 600MHz - 800MHz spectrum, 700MHz being the optimal band, at speeds as high as 20Mbps (megabits per second) download and 4Mbps upload. The signal will be transmitted from an omni-directional antenna mounted on an elevated structure, such as a transmission or communications tower. Because the signal is transmitted at a relatively low frequency, it is not as susceptible to obstructions as Wi-Fi or satellite services, as the signal can penetrate through most vegetation and other solid obstacles such as buildings.
| GNTW - Form 10-K - 2018 | Page 5 |
Status of Products
TextPro Connect IQ
As of November 2016 TextPro Connect IQ is available for download on Globe Net’s website and customers are able to begin using the app immediately. Globe Net offers three distinct TextPro Connect IQ packages;
| Startup $225 per month | ||
| ● | 5000 Text Messages | |
| ● | 2500 Voice Messages | |
| ● | Unlimited Keywords | |
| Business $465 per month | ||
| ● | 7500 Text Messages | |
| ● | 5000 Voice Messages | |
| ● | Unlimited Keywords | |
| Enterprise $945 per month | ||
| ● | 10000 Text Messages | |
| ● | 10000 Voice Messages | |
| ● | Unlimited Keywords | |
Globe Net also offers add on packages for customers who require additional voice or text messages but are not ready to move to the next level of packages offered.
Swappit
At the date of this filing Swappit remains in development stage and is not available for download.
RISP
To date, Globe Net has not started any research or development on the RISP product.
Markets
Globe Net’s App incubator products will be worldwide and will only be limited by internet access prohibition exercised by certain countries (i.e. China, North Korea, Cuba and Miramar)
Beginning with and focusing on China and North America, Globe Net plans to offer for sale, once development is completed, its RISP products to residents and businesses located in under-serviced or non-serviced rural areas. Globe Net will target rural areas or installation communities with the potential for a minimum of 300 subscribers for its Internet packages and related services. When Globe Net has sufficient revenue and assets to expand, Globe Net plans to expand to other markets where residents and businesses require a rural internet service provider, which may include Europe and South America.
| GNTW - Form 10-K - 2018 | Page 6 |
Distribution Methods
Globe Net intends to advertise the availability of products and related service packages in the target markets through social media, word of mouth and online advertising campaigns. Distribution of Globe Nets Apps’ will be conducted directly to customers via the company website www.globenetwireless.io as well as the Google Play Store and the Apple App Store.
Globe Net intends to advertise the availability of the RISP products in the target markets through traditional print and radio media. Distribution of the RISP products will be conducted by an employee or consultant of Globe Net for both the transmitting end and the receiving end of the system.
Competitive Conditions
The app market is highly competitive and the percentage of companies that survive and prosper is small. App development companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, companies may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.
Globe Net’s app incubator business is extremely competitive and always changing. Within the app marketplace, there are an enormous number of corporations that are competing for online users, advertising dollars, sponsorship fees and many other unique opportunities for revenue. Many of these potential competitors are likely to enjoy substantial competitive advantages, including:
| 1. | greater financial, technical and marketing resources that can be devoted to the development, promotion and sale of their services; | |
| 2. | easier and more access to capital; | |
| 3. | longer operating histories; | |
| 4. | greater name recognition and established corporate identity; | |
| 5. | larger user base; and | |
| 6. | developed apps and websites. |
Raw Materials / Equipment
The raw materials for the Globe Net app incubator business will include computers; GPS enabled Smartphone’s, open source software and labor to write software code.
| GNTW - Form 10-K - 2018 | Page 7 |
Globe Net will need the omni-directional antennae, servers, amplifiers and transmitters for transmitting its RISP signal as well as Yagi-Uda directional antennae, routers and a receiver to receive its RISP signal.
Principal Suppliers
Globe Net is not dependent on any single supplier for the app incubator business. However, Globe Net will depend on outside programmers and consultants to provide innovative solutions and programming expertise.
Globe Net currently has no principal suppliers for equipment or services for its RISP business. Globe Net needs to establish a supply chain for the required equipment and the raw materials for its RISP Business. Also, Globe Net will need to identify service providers within the rural installation communities to provide the required services to the subscribers.
Dependence on Customers
Currently, Globe Net is not and will not be dependent on one or a few major customers.
Trademark and Licenses
Globe Net currently has no patents or trademarks; and Globe Net is not party to any license, franchise, concession, or royalty agreements or any labor contracts.
Government Approvals and Regulations
Currently, Globe Net is in compliance with all business and operations licenses that are typically applicable to most commercial ventures. However, there can be no assurance that existing or new laws or regulations that may be adopted in various jurisdictions in the future will not impose additional fees and taxes on Globe Net and its business operations. Management is not aware of any such revisions to existing laws and regulations nor new laws or regulations that could have a negative impact on Globe Net’s business and add additional costs to Globe Net’s business operations.
Research and Development Costs
Globe Net has not spent any funds on either company-sponsored research and development activities or customer-sponsored research activities relating to the development of new products, services or techniques or the improvement of existing products, services, or techniques.
Employees
Globe Net currently does not have any employees. Globe Net intends to retain the services of trained staff and technicians as needed, which will include technical and administrative personnel and service provider technicians. Globe Net will also retain consultants on an “as needed basis”.
| GNTW - Form 10-K - 2018 | Page 8 |
Not applicable.
Item 1B: Unresolved Staff Comments
None.
Globe Net executive offices are located at 2302-3 Pacific Plaza 410 Des Voeux Road West Hong Kong, China
Globe Net currently has no interest in any property.
Globe net is not currently a party to any legal proceedings.
Item 4: Mine Safety Disclosures
Not applicable.
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Globe Net’s common shares have been quoted on the NASD OTC Bulletin Board under the symbol “GNTW” since October 30, 2014. The table below gives the high and low bid information for each fiscal quarter of trading for the last two fiscal years and for the interim period ended November 30, 2018. The bid information was obtained from Pink OTC Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
| High & Low Bids | ||||||||||
| Period ended | High | Low | Source | |||||||
| 30 Nov 2018 | $ | 0.05 | 8 | $ | 0.02 | Pink OTC Markets Inc. | ||||
| 31 Aug 2018 | $ | 0.07 | $ | 0.02 | Pink OTC Markets Inc. | |||||
| 31 May 2018 | $ | 0.05 | $ | 0.05 | Pink OTC Markets Inc. | |||||
| 28 Feb 2018 | $ | 0.05 | $ | 0.02 | Pink OTC Markets Inc. | |||||
| 30 Nov 2017 | $ | 0.05 | $ | 0.02 | Pink OTC Markets Inc. | |||||
| 28 Aug 2017 | $ | 0.08 | $ | 0.05 | Pink OTC Markets Inc. | |||||
| 31 May 2017 | $ | 0.14 | $ | 0.05 | Pink OTC Markets Inc. | |||||
| 28 Feb 2017 | $ | 0.35 | $ | 0.02 | Pink OTC Markets Inc. | |||||
| 30 Nov 2016 | $ | 1.67 | $ | 0.44 | Pink OTC Markets Inc. | |||||
| GNTW - Form 10-K - 2018 | Page 9 |
Holders of Globe Net’s Common Stock
As of November 30, 2018, Globe Net had 13 registered holders of its common stock.
Dividends
Globe Net has declared no dividends on its common shares, and is not subject to any restrictions that limit its ability to pay dividends on its common shares. Dividends are declared at the sole discretion of Globe Net’s Board of Directors.
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K.
There are no outstanding options or warrants to purchase, or securities convertible into, shares of Globe Net’s common shares.
Item 6: Selected Financial Data
Globe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Globe Net’s 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 annual report. Globe Net’s audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
Globe Net has not earned any revenue since its incorporation on September 4, 2009 to August 31, 2018. During the fiscal year ended August 31, 2018, Globe Net incurred net losses of $37,269 (2017: $46,340) consisting of $24,816 in general and administrative expenses (2017: $36,489), $10,853 in interest expense (2017: $8,518) and $1,600 in amortized interest (2017: $1,333).
| GNTW - Form 10-K - 2018 | Page 10 |
Globe Net has not attained profitable operations and is dependent upon obtaining financing to complete its proposed business plan. For these reasons Globe Net’s auditors believe that there is substantial doubt that Globe Net will be able to continue as a going concern.
Globe Net’s financial statements have been prepared assuming that it will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should Globe Net be unable to continue in operation.
Liquidity and Capital Resources
As of August 31, 2018, Globe Net’s current assets consisted of $8,248 in cash with total liabilities of $172,410, which consisted of convertible notes payable of $98,433, notes payable of $30,000, accounts payable of $1,106 and accrued liabilities of $42,871. Management expects Globe Net will require additional capital to meet its long term operating requirements. Management expects to raise additional capital through, among other things, the sale of equity or debt securities.
Cash Flows from Operating Activities
Globe Net has not generated positive cash flows from operating activities. For the fiscal year ended August 31, 2018, net cash flows used in operating activities were $25,351, consisting of our net loss for the period, adjusted for non-cash items and for changes in prepaid expenses and accounts payable and accrued liabilities.
Cash Flows from Financing Activities
Globe Net has financed its operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended August 31, 2018, $25,000 was raised through the issuance of convertible debt ($40,000 in 2017).
Cash Flows from Investing Activities
Globe Net did not make any investments in the fiscal year ended August 31, 2018. In 2017, it paid $10,246 for software applications.
Plan of Operation
Globe Net’s plan of operation for the next 12 months is to:
| 1. | advance the TextPro Connect IQ app customer base via social media and online awareness programs; | ||
| 2. | complete development and launch the Swappit app; and | ||
| 3. | identify and develop more business mobile app customers that will take advantage of the expanding API ecosystem economy. |
| GNTW - Form 10-K - 2018 | Page 11 |
| Phase 1 – | Advance the TextPro Connect IQ App Customer Based Via Social Media and Online Awareness Programs |
In Phase 1, Globe Net will use social media platforms, including, but not limited to, Twitter, Facebook, and YouTube in order to build brand awareness for TextPro Connect IQ and increase the number of downloads of the TextPro Connect IQ app. Globe Net plans to drive brand awareness and deliver our message to target audiences use Facebook postings and ad’s to bring attention to the TextPro Connect IQ app as well as establishing a page on YouTube containing how to videos giving users a concise way to begin using the app to drive customers to their business.
Globe Net has budgeted $15,000 for this phase and expects it to take three months to complete, with completion expected within the first three months of Globe Net’s plan of operation.
| Phase 2 – | Complete Development and Launch the Swappit App. |
In Phase 2, Globe Net plans to complete its development of the Swappit app.
The coding and programming involved in completing the Swappit app is estimated to require in excess of 200 hours. Globe Net has budgeted $15,000 for this phase and expects it to take 10 months to complete, with completion expected in the 4th quarter of 2019.
| Phase 3 – | Identify and Develop More Business Mobile App Customers That Will Take Advantage of the Expanding API Ecosystem Economy |
In Phase 3, Globe Net plans to develop in house three additional apps that will take advantage of the API ecosystem. The apps will be designed to assist small business clients to drive customers to their businesses and create marketing lists and allow instant contact to their customer bases with coupons, contests and special offers.
Globe Net has budgeted $50,000 for this phase and expects it to take 12 months to complete, with completion expected within the first twelve months of Globe Net’s plan of operation. Also, during this phase, Globe Net will continue to (a) develop its Swappit app, (b) advance the TextPro Connect IQ app customer base. Phase 3 will overlap and will be worked on simultaneously with Phases 1 and 2.
It is possible that actual costs for Phase 1, 2 and 3 will exceed Globe Net’s estimates. As well, Globe Net’s current cash on hand is not sufficient to meet its anticipated obligations for the next twelve-month period. Globe Net intends to raise additional funding either through the sale of its common stock to investors or through loans from its director. However, Globe Net does not have any current commitments in this regard. If Globe Net is unable to raise the required financing, it will be delayed in conducting its business plan.
| GNTW - Form 10-K - 2018 | Page 12 |
Accounting and Audit Plan
Globe Net intends to continue to have its outside consultant assist in the preparation of Globe Net’s quarterly and annual financial statements and have these financial statements reviewed or audited by Globe Net’s independent auditor. Globe Net’s outside consultant is expected to charge Globe Net approximately $700 to prepare Globe Net’s quarterly financial statements and approximately $2,000 to prepare Globe Net’s annual financial statements. Globe Net’s independent auditor is expected to charge approximately $1,000 to review each of Globe Net’s quarterly financial statements and approximately $6,000 to audit Globe Net’s annual financial statements. In the next twelve months, Globe Net anticipates spending approximately $13,000 to pay for its accounting and audit requirements.
Off-Balance Sheet Arrangements
As of the date of this annual report, Globe Net does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Material Commitments for Capital Expenditures
Globe Net had no contingencies or long-term commitments at August 31, 2018.
Tabular Disclosure of Contractual Obligations
Globe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Going Concern
The independent auditors’ report accompanying Globe Net’s August, 2018 and 2017 financial statements contain an explanatory paragraph expressing substantial doubt about Globe Net’s ability to continue as a going concern. The financial statements have been prepared assuming that Globe Net will continue as a going concern, which contemplates that it will realize its assets and satisfy its liabilities and commitments in the ordinary course of business.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Globe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
| GNTW - Form 10-K - 2018 | Page 13 |
Item 8: Financial Statements and Supplementary Data
GLOBE NET WIRELESS CORP.
Financial Statements
August 31, 2018
Stated in US Dollars
| PAGES | |
| BALANCE SHEETS | 15 |
| STATEMENT OF OPERATIONS | 16 |
| STATEMENT OF STOCKHOLDERS’ DEFICIT | 17 |
| STATEMENT OF CASH FLOWS | 18 |
| NOTES TO FINANCIAL STATEMENTS | 20 - 26 |
| GNTW - Form 10-K - 2018 | Page 14 |
| K. R. MARGETSON LTD. | Chartered Professional Accountant |
| #210, 905 West Pender Street | Tel: 604.641.4450 |
| Vancouver BC V6C 1L6 | Fax: 1.855.603.3228 |
| Canada |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Director of
Globe Net Wireless Corp.:
Opinion on the financial statements
I have audited the accompanying balance sheets of Globe Net Wireless Corp. as of August 31, 2018 and 2017 and the related statements of operations, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively referred to as the “financial statements’). In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2018 and 2017 and the results of its operations and its cash flows for each of the two years in the period ended August 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits. My company is a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and is required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
I conducted my audits in accordance with the standards of the PCAOB. Those standards require that I plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. My audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning their planned financing and other matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ K. R. Margetson Ltd | |
| I have served as the Company’s auditor since 2010 | |
| Vancouver, Canada | |
| December 14, 2018 |
| GNTW - Form 10-K - 2018 | Page 15 |
GLOBE NET WIRELESS CORP.
| August 31, | August 31, | |||||||
| 2018 | 2017 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 8,248 | $ | 8,599 | ||||
| Prepaid expenses | 2,269 | 750 | ||||||
| 10,517 | 9,349 | |||||||
| Intangible assets, Net – Note 4 | 4,322 | 7,738 | ||||||
| Total Assets | $ | 14,839 | $ | 17,087 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 1,106 | $ | 2,688 | ||||
| Accrued liabilities | 42,871 | 32,868 | ||||||
| Notes payable – Note 5 | 30,000 | 30,000 | ||||||
| Convertible note payable – Note 6 | 98,433 | 71,833 | ||||||
| Total Liabilities | 172,410 | 137,389 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
Common stock - Note 7 Par Value:$0.001 Authorized 200,000,000 shares Issued 10,800,000 shares | 10,800 | 10,800 | ||||||
| Additional paid in capital | 92,106 | 92,106 | ||||||
| Deficit accumulated | (260,477 | ) | (223,208 | ) | ||||
| Total Stockholders’ Deficit | (157,571 | ) | (120,302 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 14,839 | $ | 17,087 | ||||
Going concern – Note 2
The accompanying notes are an integral part of the financial statements
| GNTW - Form 10-K - 2018 | Page 16 |
GLOBE NET WIRELESS CORP.
For the years ended August 31, 2018 and 2017
| For the | For the | |||||||
| year ended | year ended | |||||||
| August 31, | August 31, | |||||||
| 2018 | 2017 | |||||||
| EXPENSES | ||||||||
| General and administrative expenses | $ | 24,816 | $ | 36,489 | ||||
| Operating loss before interest | (24,816 | ) | (36,489 | ) | ||||
| Interest | (10,853 | ) | (8,518 | ) | ||||
| Amortized interest | (1,600 | ) | (1,333 | ) | ||||
| Net loss and comprehensive loss | $ | (37,269 | ) | $ | (46,340 | ) | ||
| Loss per share of common stock | ||||||||
| ‘-Basic and diluted | $ | (0.004 | ) | $ | (0.004 | ) | ||
| Weighted average shares of common stock | ||||||||
| ‘-Basic and diluted | 10,800,000 | 10,800,000 | ||||||
The accompanying notes are an integral part of the financial statements
| GNTW - Form 10-K - 2018 | Page 17 |
GLOBE NET WIRELESS CORP.
STATEMENT OF SHAREHOLDERS’ DEFICIT
For the period from August 31, 2016 to August 31, 2018
| Additional | ||||||||||||||||||||
| Common stock | Paid-in | Deficit | ||||||||||||||||||
| Shares | Amount | Capital | Accumulated | Total | ||||||||||||||||
| Balance, August 31, 2016 | 10,800,000 | $ | 10,800 | $ | 72,106 | $ | (176,868 | ) | $ | (93,962 | ) | |||||||||
| Convertible debt (Note 6) | - | - | 20,000 | - | 20,000 | |||||||||||||||
| Net loss and comprehensive loss | - | - | - | (46,340 | ) | (46,340 | ) | |||||||||||||
| Balance, August 31, 2017 | 10,800,000 | 10,800 | 92,106 | (223,208 | ) | (120,302 | ) | |||||||||||||
| Net loss and comprehensive loss | - | - | - | (37,269 | ) | (37,269 | ) | |||||||||||||
| Balance, August 31, 2018 | 10,800,000 | $ | 10,800 | $ | 92,106 | $ | (260,477 | ) | $ | (157,571 | ) | |||||||||
The accompanying notes are an integral part of the financial statements
| GNTW - Form 10-K - 2018 | Page 18 |
GLOBE NET WIRELESS CORP.
For the years ended August 31, 2018 and 2017
| For the | For the | |||||||
| year ended | year ended | |||||||
| August 31, | August 31, | |||||||
| 2018 | 2017 | |||||||
| Cash Flows from (used in) Operating Activities | ||||||||
| Net loss | $ | (37,269 | ) | $ | (46,340 | ) | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||
| Amortization | 3,416 | 2,508 | ||||||
| Interest on notes and convertible notes payable | 10,853 | 8,518 | ||||||
| Accretion on convertible notes payable | 1,600 | 1,333 | ||||||
| Increase (Decrease) in operating assets and liabilities | ||||||||
| Prepaid expense | (1,519 | ) | 5,125 | |||||
| Accounts payable | (1,582 | ) | 1,817 | |||||
| Accrued liabilities | 850 | 2,200 | ||||||
| Net Cash used in Operating Activities | (25,351 | ) | (24,839 | ) | ||||
| Cash Flows from (used in) Financing Activities | ||||||||
| Convertible note payables | 25,000 | 40,000 | ||||||
| Net Cash provided by Financing Activities | 25,000 | 40,000 | ||||||
| Cash Flows used in Investment Activities | ||||||||
| Intangible assets | - | (10,246 | ) | |||||
| Net Cash used in Investment Activities | - | (10,246 | ) | |||||
| Increase (Decrease) in Cash | (351 | ) | 4,915 | |||||
| Cash at Beginning of Year | 8,599 | 3,684 | ||||||
| Cash at End of Year | $ | 8,248 | $ | 8,599 | ||||
| Supplemental cash flow information | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Taxes paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of the financial statements
| GNTW - Form 10-K - 2018 | Page 19 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
| 1. | Organization and nature of operations |
Globe Net Wireless Corp. (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009. The Company is in its early development stage since its formation and has realized limited revenues from its planned operations. The Company is engaged in the development of a telecommunication business to provide internet and related services to both consumers and businesses currently in under serviced or unserviced areas at real broadband speeds through the proprietary wireless technology it acquired. The Company is also engaged in the development of the TextPro Connect app and the BizPro app. These are utility services apps specifically designed for the mobile business market.
The Company has chosen an August 31 year-end.
| 2. | Basis of Presentation - Going Concern Uncertainties |
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit.
The Company has accumulated a deficit of $260,477 since inception September 4, 2009, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.
| 3. | Summary of significant accounting policies |
Basis of presentation
The accompanying financial statements are stated in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
| GNTW - Form 10-K - 2018 | Page 20 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
Concentration of credit risk
The Company places its cash with a high credit quality financial institution. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.
Income Taxes
The Company follows the guideline under ASC Topic 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements.
Comprehensive income
The Company has adopted ASC 220 “Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except that resulting from investments by owners and distributions to owners.
For the period ended August 31, 2018, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASC 220.
Foreign currency translations
The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
Financial instruments
The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, notes payable and convertible notes payable. All notes are payable on demand. The carrying values of these instruments approximate fair value because of their short-term nature. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
| GNTW - Form 10-K - 2018 | Page 21 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
Loss per share
The Company reports basic loss per share in accordance with ASC Topic 260 “Earnings Per Share” (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. There are no potentially dilutive securities outstanding and therefore, diluted earnings per share on not presented. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.
Fair value measurements
The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
ASC Topic 820, in and of itself, does not require any fair value measurements. As at August 31, 2018, the Company did not have assets or liabilities subject to fair value measurement.
Intangible assets
Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible assets subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.
Amortization is based on estimated useful life on a straight-line basis and will start when the software is ready for use.
| GNTW - Form 10-K - 2018 | Page 22 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
Convertible debt
The Company accounts for convertible debt according to ASC 470, “Debt with Conversion and Other Options”. No portion of the proceeds is attributable to the conversion feature when there is no beneficial conversion feature (“BCF”), There is no BCF when the debt instrument is convertible into common stock at a specified price at the option of the holder and when the debt instrument is issued at a price not significantly in excess of the face amount.
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements.
| 4. | Intangibles Assets |
Intangible assets represent costs paid to third parties for the development of utility software applications (“apps”). The assets are amortized over 3 years on a straight-line basis.
| August 31, 2018 | August 31, 2017 | |||||||||||||||||||||||
| Item | Cost | Accumulated Amortization | Net | Costs | Accumulated Amortization | Net | ||||||||||||||||||
| Text Pro App | $ | 8,333 | $ | 4,861 | $ | 3,472 | $ | 8,333 | $ | 2,083 | $ | 6,250 | ||||||||||||
| Biz Pro App | 1,913 | 1,063 | 850 | 1,913 | 425 | 1,488 | ||||||||||||||||||
| Total | $ | 10,246 | $ | 5,924 | $ | 4,322 | $ | 10,246 | $ | 2,508 | $ | 7,738 | ||||||||||||
| 5. | Notes Payable |
There are four notes payable that are unsecured, bear interest at 8% per annum and are due on demand. Interest has not been paid and is classified with accrued liabilities for financial statement purposes. The principal and interest owing as of August 31, 2018:
| August 31, 2018 | August 31, 2017 | |||||||||||||||
| Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
| September 16, 2011 | $ | 5,000 | $ | 2,785 | $ | 5,000 | $ | 2,385 | ||||||||
| October 4, 2011 | 5,000 | 2,765 | 5,000 | 2,365 | ||||||||||||
| November 4, 2011 | 10,000 | 5,462 | 5,000 | 4,662 | ||||||||||||
| December 3, 2012 | 10,000 | 4,596 | 10,000 | 3,796 | ||||||||||||
| $ | 30,000 | $ | 15,608 | $ | 30,000 | $ | 13,208 | |||||||||
| GNTW - Form 10-K - 2018 | Page 23 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
| 6. | Convertible Note Payable |
Five convertible notes payable are unsecured, bearing interest at 8% per annum, due on demand, and convertible into shares at the lenders’ option at a conversion price of $0.005 per share. Interest has not been paid and is classified with accrued liabilities for financial statement purposes.
There was no value assigned to the conversion feature of these notes as the shares that would have been issued on conversion would not have been readily convertible into cash. The principal and interest owing as at August 31, 2018 is as follows:
| August 31, 2018 | August 31, 2017 | |||||||||||||||
| Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
| May 17, 2013 | $ | 10,000 | $ | 4,234 | $ | 10,000 | $ | 3,434 | ||||||||
| September 11, 2015 | 10,000 | 2,378 | 10,000 | 1,578 | ||||||||||||
| November 12, 2015 | 5,000 | 1,121 | 5,000 | 721 | ||||||||||||
| November 13, 2015 | 5,000 | 1,120 | 5,000 | 720 | ||||||||||||
| April 11, 2016 | 500 | 96 | 500 | 56 | ||||||||||||
| $ | 30,500 | $ | 8,949 | $ | 30,500 | $ | 6,509 | |||||||||
Two convertible notes payable bear interest at 8% per annum, are due on demand, and convertible at a conversion price of $0.5625 per share at the lender’s option. The interest is classified as accrued liabilities for financial statement purposes.
One note for $20,000 was issued for which no value was assigned to the conversion feature as the shares that would have been issued on conversion would not have been readily convertible into cash.
| August 31, 2018 | August 31, 2017 | |||||||||||||||
| Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
| July 11, 2016 | $ | 20,000 | $ | 3,424 | $ | 20,000 | $ | 1,823 | ||||||||
The other note for $20,000 was issued on October 31, 2016, when the market price per share was $1.48. The conversion feature was valued at $20,000. $1,600 was accreted and charged to interest during the twelve months ended August 31, 2018 ($1,333 for the year ended August 31, 2017). At August 31, 2018, the unamortized discount was $17,067.
| August 31, 2018 | August 31, 2017 | |||||||||||||||
| Principal | Interest | Principal | Interest | |||||||||||||
| Proceeds on issue | $ | 20,000 | - | $ | 20,000 | - | ||||||||||
| Value assigned to conversion feature | 20,000 | - | 20,000 | - | ||||||||||||
| Value of convertible note payable at issuance | - | - | - | - | ||||||||||||
| Accretion charges | $ | 2,933 | - | $ | 1,333 | - | ||||||||||
| Interest | - | $ | 2,933 | - | $ | 1,333 | ||||||||||
| Balance, convertible note payable, end of period | $ | 2,933 | $ | 2,933 | $ | 1,333 | $ | 1,333 | ||||||||
| GNTW - Form 10-K - 2018 | Page 24 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
One convertible note payable bears interest at 10% per annum, is due on demand and convertible at a conversion price of $0.10 per share at the lender’s option. The interest is classified as accrued liabilities for financial statement purposes.
There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.
| August 31, 2018 | August 31, 2017 | |||||||||||||||
| Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
| April 17, 2017 | $ | 20,000 | $ | 2,745 | $ | 20,000 | $ | 745 | ||||||||
One convertible note payable bear interest at 8% per annum, is due on demand and convertible at a conversion price of $0.02 per share at the lender’s option. There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.
| August 31, 2018 | August 31, 2017 | |||||||||||||||
| Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
| April 04, 2018 | $ | 25,000 | $ | 813 | $ | - | $ | - | ||||||||
A summary of the value assigned to the convertible debt and accrued interest thereon is as follows:
| August 31, 2018 | August 31, 2017 | |||||||||||||||||
| Conversion price of notes into shares | Convertible
debt | Interest | Convertible
debt |
Interest | ||||||||||||||
| $ | 0.005 | $ | 30,500 | $ | 8,949 | $ | 30,500 | $ | 6,509 | |||||||||
| $ | 0.5625 | 22,933 | 6,357 | 21,333 | 3,156 | |||||||||||||
| $ | 0.10 | 20,000 | 2,745 | 20,000 | 745 | |||||||||||||
| $ | 0.02 | 25,000 | 813 | - | - | |||||||||||||
| $ | 98,433 | $ | 18,864 | $ | 71,833 | $ | 10,410 | |||||||||||
| 7. | Common stock |
On September 14, 2009, the Company issued 2,000,000 shares of common stock at $0.001 per share for cash proceeds of $2,000.
On January 26, 2010, the Company issued 7,500,000 shares of common stock at $.002 per share for cash proceeds of $15,000.
On September 7, 2013, the Company issued 700,000 shares of common stock at $.05 per share for cash proceeds of $35,000.
On November 8, 2013, the Company issued 600,000 shares of common stock at $.05 per share for cash proceeds of $30,000.
There were no warrants or stock options outstanding as of August 31, 2018.
| GNTW - Form 10-K - 2018 | Page 25 |
GLOBE NET WIRELESS CORP.
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2018
| 8. | Income Tax |
Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss as follows:
| For the year Ended | ||||||||
| August 31, 2018 | August 31, 2017 | |||||||
| Net loss for the period | $ | (37,269 | ) | $ | (46,340 | ) | ||
| Statutory and effective tax rate | 25.7 | % | 35.0 | % | ||||
| Income tax expense (recovery) at the effective rate | $ | (9,600 | ) | $ | (16,200 | ) | ||
| Change in statutory rates and other | 32,800 | - | ||||||
| Permanent differences | 400 | 500 | ||||||
Change in unrecognized deductible temporary differences | (23,600 | ) | 15,700 | |||||
| Income tax recovery and income taxes recoverable | $ | - | $ | - | ||||
The Company has accumulated non-capital income tax losses of $257,544. Under normal circumstances, the losses will expire in the years 2030 to 2038.
As at August 31, 2018, the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.
| Tax attributes: | August 31, 2018 | August 31, 2017 | ||||||
| Tax loss carried forward | $ | 257,544 | $ | 221,875 | ||||
| Deferred income tax assets | 54,100 | 77,700 | ||||||
| Valuation allowance | (54,100 | ) | (77,700 | ) | ||||
| Deferred tax asset | $ | - | $ | - | ||||
The US Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017. The Tax Reform Act reduces the US federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of August 31, 2018, we have not completed the accounting for the tax effects of enactment of the Tax Reform Act; however, we have made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change.
| GNTW - Form 10-K - 2018 | Page 26 |
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Since inception on September 4, 2009, there were no disagreements with Globe Net’s principal accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure. In addition, there were no reportable events as described in Item 304 of Regulation S-K that occurred within Globe Net’s two most recent fiscal years and the subsequent interim periods. Globe Net’s Independent Registered Public Accounting Firm since January 2011 has been K. R. Margetson Ltd., Chartered Professional Accountant, of Vancouver, British Columbia, Canada.
Item 9A(T): Controls and Procedures
A. Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, Globe Net’s principal executive officer and principal financial officer evaluated its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) for the period covered by this annual report as of its fiscal year end, August 31, 2018. Based on this evaluation, this officer concluded that as of the end of the period, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed by Globe Net in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to management, including Globe Net’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2018. Based on that evaluation, management concluded that Globe Net’s disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that Globe Net files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in Globe Net’s internal control over financial reporting during the fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| GNTW - Form 10-K - 2018 | Page 27 |
B. Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over Globe Net’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Globe Net’s system of internal control over financial reporting is designed 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.
Based on Globe Net’s evaluation, its Chief Executive Officer and Chief Financial Officer concluded that Globe Net’s internal controls over financial reporting were not effective as of August 31, 2018 and were subject to material weaknesses.
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 in Globe Net’s internal control over financial reporting using the criteria established in the COSO:
1. Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; and
2. Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
3. Lack of segregation of duties consistent with control objectives.
4. Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and applications of US GAAP and SEC disclosure requirements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of Globe Net’s independent registered public accounting firm regarding internal control over financial reporting. Globe Net’s internal control over financial reporting was not subject to attestation by Globe Net’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit Globe Net to provide only management’s report in this annual report.
| GNTW - Form 10-K - 2018 | Page 28 |
C. Changes in Internal Control over Financial Reporting.
During the fiscal year ended August 31, 2018, Globe Net’s internal control over financial reporting was not subject to changes.
None.
ITEM 10. Directors, Executive Officers, and Corporate Governance
(a) Directors, Executive Officers, Promoters and Control Persons
The name, address and position of our present officers and directors are set forth below:
| Name | Position(s) | |
| Gustavo Americo Folcarelli | ||
Age: 50 |
President, Chief Executive Officer, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer,and member of the Board of Directors. |
Biographical Information and Background of Officer and Director
Gustavo Americo Folcarelli (51 years old) has been the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net since August 2016. Mr. Folcarelli holds a Bachelor of Commerce (Honors) degree from Ryerson University. Mr. Folcarelli has worked as a senior manager for several companies including Toshiba and Harry Rosen, where he was involved with the development and implementation of sales and marketing programs. Mr. Folcarelli was a founding partner in an Italian designer clothing outlet called Le Firme Inc. which expanded from one physical location to five as well as a developing a successful online store. From 2005 to present, Mr. Folcarelli has operated a private company, Current Real Estate Management and Development, in Priverno, Latina, Italy, which develops real estate properties in Italy. Mr. Folcarelli is responsible for changing the designation of use of the properties from non-commercial/agricultural to multi-use dwelling designation, presenting building plans and obtaining permits to build, then develop and the properties and manage and sell the built units.
(b) Identify Significant Employees
Globe Net has no significant employees other than Mr. Folcarelli who is Globe Net’s sole director and officer. Mr. Folcarelli has devoted and will continue to devote approximately 10 hours per week or 10% of his working time to Globe Net’s business.
| GNTW - Form 10-K - 2018 | Page 29 |
(c) Family Relationships
There are no family relationships among the directors, executive officers or persons nominated or chosen by Globe Spa to become directors or executive officers.
(d) Involvement in Certain Legal Proceedings
During the past 10 years, no of the director, officer, or promoter of Globe Net has been:
| ● | a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; | |
| ● | convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| ● | subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | |
| ● | subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity; | |
| ● | found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; | |
| ● | found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; | |
| ● | the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: | |
| any Federal or State securities or commodities law or regulation; or |
| GNTW - Form 10-K - 2018 | Page 30 |
| ● | any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or | |
| ● | any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| ● | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
(e) Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Security Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of Globe Net to file with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities of the Company (Form 4 and Form 5) and to provide copies of all such Forms as filed to Globe Net. Based solely on Globe Net’s review of the copies of these forms received by it or representations from certain reporting persons, management believes that SEC beneficial ownership reporting requirements for fiscal 2018 were met, with the exception of the following: (1) Ku Wai Li failed to file a Form 3 – Initial Statement of Beneficial Ownership of Securities, a Form 4 – Change of Beneficial Ownership of Securities, and a Form 5 - Annual Statement of Changes in Beneficial Ownership of Securities; (2) Gustavo Americo Folcarelli failed to file a Form 3 – Initial Statement of Beneficial Ownership of Securities, a Form 4 – Change of Beneficial Ownership of Securities, a Form 5 - Annual Statement of Changes in Beneficial Ownership of Securities, and a Schedule 13D.
(f) Nomination Procedure for Directors
Globe Net does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Globe Net has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.
(g) Audit Committee Financial Expert
Globe Net has no financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. Globe Net’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee. Globe Net’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of Globe Net and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.
| GNTW - Form 10-K - 2018 | Page 31 |
(h) Identification of Audit Committee
Globe Net does not have a separately-designated standing audit committee. Rather, Globe Net’s entire board of directors perform the required functions of an audit committee. Currently, Gustavo Americo Folcarelli is the only member of Globe Net’s audit committee, but he does not meet Globe Net’s independent requirements for an audit committee member. See “Item 13. (c) Director independence” below for more information on independence.
Globe Net’s audit committee is responsible for: (1) selection and oversight of Globe Net’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by Globe Net’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee.
As of August 31, 2018, Globe Net did not have a written audit committee charter or similar document.
(i) Code of Ethics
Globe Net has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 – Code of Ethics for more information. Globe Net undertakes to provide any person with a copy of its financial code of ethics free of charge. Please contact Globe Net at (253)252-8637 to request a copy of Globe Net’s financial code of ethics. Management believes Globe Net’s financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last three completed fiscal years ending for our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
Globe Net has paid no compensation to its named executive officers during its fiscal year ended August 31, 2018.
| GNTW - Form 10-K - 2018 | Page 32 |
Summary compensation table
| Name
and principal position (a) | Year
(b) | Salary
($) (c) | Bonus
($) (d) | Stock
Awards ($) (e) | Option
Awards ($) (f) | Non-Equity
Incentive Plan ($) (g) | Non-qualified
Deferred Compen- sation Earnings ($) (h) | All
other compen-sation ($) (i) | Total
($) (j) | |||||||||
Gustavo Americo Folcarelli President, CEO, and CFO August 2016 - present | 2016
2017 2018 | n/a
n/a nil | n/a
n/a nil | n/a
n/a nil | n/a
n/a nil | n/a
n/a nil | n/a
n/a nil | n/a
n/a nil | n/a
n/a nil |
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to Globe Net’s named executive officers.
There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of Globe Net’s officers and directors.
Compensation of Directors
Globe Net’s sole director is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. Globe Net has no director’s service contracts.
Globe Net does not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in control.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a Security Ownership of Certain Beneficial Owners (more than 5%)
(1) Title of Class | (2) Name and Address of Beneficial Owner | (3) Amount and Nature of Beneficial Owner [1] | (4) Percent of Class [2] | |||||||
| common shares | Gustavo Americo Folcarelli 2302-3 Pacific Plaza 410 Des Voeux Road West Hong Kong, China | 2,000,000 | 18.5 | % | ||||||
[1] The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.
[2] Based on 10,800,000 common shares issued and outstanding as of November 30, 2018.
| GNTW - Form 10-K - 2018 | Page 33 |
(b) Security Ownership of Management
(1) Title of Class | (2) Name and Addressof Beneficial Owner | (3) Amount and Nature of Beneficial Owner | (4) Percent of Class [1] | |||||||
| common shares | Gustavo Americo Folcarelli 2302-3 Pacific Plaza 410 Des Voeux Road West Hong Kong, China | 2,000,000 | 18.5 | % | ||||||
| common shares | Directors
and Executive Officers (as a group) | 2,000,000 | 18.5 | % | ||||||
[1] Based on 10,800,000 common shares issued and outstanding as of November 30, 2018.
Each person listed above has full voting and investment power with respect to the common shares indicated. Under the rules of the SEC, a person (or a group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase Globe Net’s common shares.
(c) Changes in Control
Management is not aware of any arrangement that may result in a change in control of Globe Net with the exception that on August 16, 2016 Ku Wai Li and Gustavo Americo Folcarelli entered into the Purchase Agreement and pursuant thereto Gustavo Americo Folcarelli purchased and Mr. Li sold an aggregate of 2 million previously issued and outstanding shares of Globe Net’s restricted common stock, equal to18.5%of the issued and outstanding capital stock of Globe Net for the aggregate purchase price of $3,500.00. For more details see Exhibit 10.1 – Share Purchase Agreement.
Also, on August 16, 2016, Gustavo Americo Folcarelli consented to and was appointed the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net by the board of directors.
And finally, effective September 22, 2016, Mr. Folcarelli was appointed the new sole director of Globe Net following the effective resignation of Ku Wai Li and the conclusion of the 10-day period following the filing of a Schedule 14f-1 with the Securities and Exchange Commission and the mailing of a copy to each of Globe Net’s shareholders of record as of September 7, 2016.
The board of directors and management of Globe Net currently consists of Gustavo Americo Folcarelli as the sole director and as the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net.
| GNTW - Form 10-K - 2018 | Page 34 |
Item 13: Certain Relationships and Related Transactions
None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
| * | Any of our directors or officers; | |
| * | Any person proposed as a nominee for election as a director; | |
| * | Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; | |
| * | Our promoter Gustavo Americo Folcarelli; | |
| * | Any relative or spouse of any of the foregoing persons who has the same house as such person; | |
| * | Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock |
(c) Director independence
Globe Net’s board of directors currently solely consists of Gustavo Americo Folcarelli. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Globe Net’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or employee of Globe Net or any other individual having a relationship which, in the opinion of Globe Net’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from Globe Net in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of Globe Net’s stock will not preclude a director from being independent.
In applying this definition, Globe Net’s board of directors has determined that Mr. Folcarelli does not qualify as an “independent director” pursuant to the same rule.
As of the date of the report, Globe Net did not maintain a separately designated compensation or nominating committee.
Globe Net has also adopted this definition for the independence of the members of its audit committee. Gustavo Americo Folcarelli is the sole member of Globe Net’s audit committee as a result of being the sole director. Globe Net’s board of directors has determined that Mr. Folcarelli is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.
Item 14: Principal Accountant Fees and Services
Audit Fees
For the years ended August 31, 2018 and 2017, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for professional services rendered for the audit of our annual consolidated financial statements were:
| GNTW - Form 10-K - 2018 | Page 35 |
| 2018 | $ | 6,000 | ||
| 2017 | $ | 6,000 |
Audit Related Fees
For the years ended August 31, 2018 and 2017, the aggregate fees billed for assurance and related services by KR Margetson Ltd., Chartered Accountants relating to the performance of the audit of our financial statements which are not reported under the caption “Audit Fees” above, was:
| 2018 | $ | 3,500 | ||
| 2017 | $ | 3,500 |
Tax Fees
For the years ended August 31, 2018 and 2017, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for other non-audit professional services, other than those services listed above, totaled:
| 2018 | Nil | |||
| 2017 | Nil |
All Other Fees
For the years ended August 31, 2018 and 2017, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for other non-audit professional services, other than those services listed above, totaled:
| 2018 | Nil | |||
| 2017 | Nil |
The audit related fees consist of KR Margetson Ltd., Chartered Professional Accountant’s review of our reviews of our interim unaudited financial statements.
We do not use KR Margetson Ltd., Chartered Professional Accountant for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage KR Margetson Ltd., Chartered Professional Accountant to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before KR Margetson Ltd., Chartered Professional Accountant is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
| ● | approved by our board of directors who are capable of analyzing and evaluating financial information; or | ||
| ● | entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management. |
| GNTW - Form 10-K - 2018 | Page 36 |
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Item 15. Exhibits, Financial Statement Schedules.
| 1. | Financial Statements |
| Financial statements of Globe Net Incorporated have been included in Item 8 above. | |
| 2. | Financial Statement Schedules |
| All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15. | |
| 3. | Exhibits |
| All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to Globe Net’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 333-172172. |
* In accordance with Rule 402 of Regulation S-T, the XBRL (“Extensible Business Reporting Language”) related information is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
| GNTW - Form 10-K - 2018 | Page 37 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant Globe Net Wireless Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.
| Globe Net Wireless Corp. | ||
| Dated: December 14, 2018 | By: | /s/ Gustavo Americo Folcarelli |
| Gustavo Americo Folcarelli, President, Chief Executive Officer and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Globe Net Wireless Corp. and in the capacities and on the dates indicated have signed this report below.
| Signature | Title | Date | ||
/s/ Gustavo Americo Folcarelli |
President, Chief Executive Officer, Principal Executive Officer, Treasurer, Corporate Secretary, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer
Member of the Board of Directors
|
December 14, 2018 | ||
| Gustavo Americo Folcarelli |
| GNTW - Form 10-K - 2018 | Page 38 |
Exhibit 31
Globe
Net Wireless Corp.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Gustavo Americo Folcarelli, certify that:
1. I have reviewed this annual report on Form 10-K for the fiscal year ending August 31, 2018 of Globe Net Wireless Corp.;
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 the 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.
| Date: December 14, 2018 | |
| /s/ Gustavo Americo Folcarelli | |
| Gustavo Americo Folcarelli | |
| Chief Executive Officer |
Globe
net wireless Corp.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Gustavo Americo Folcarelli, certify that:
1. I have reviewed this annual report on Form 10-K for the fiscal year ending August 31, 2018 of Globe Net Wireless Corp.;
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 the 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.
| Date: December 14, 2018 | |
| /s/ Gustavo Americo Folcarelli | |
| Gustavo Americo Folcarelli | |
| Chief Financial Officer |
Exhibit 32
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Globe Net Wireless Corp. (the “Company”) on Form 10-K for the period ending August 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gustavo Americo Folcarelli, President and Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (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. |
| /s/ Gustavo Americo Folcarelli | |
| Gustavo Americo Folcarelli | |
| Chief Executive Officer | |
| December 14, 2018 |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Globe Net Wireless Corp. (the “Company”) on Form 10-K for the period ending August 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gustavo Americo Folcarelli, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (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. |
| /s/ Gustavo Americo Folcarelli | |
| Gustavo Americo Folcarelli | |
| Chief Financial Officer | |
| December 14, 2018 |
Document and Entity Information - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Nov. 30, 2018 |
|
| Document And Entity Information | ||
| Entity Registrant Name | Globe Net Wireless Corp. | |
| Entity Central Index Key | 0001511820 | |
| Document Type | 10-K | |
| Document Period End Date | Aug. 31, 2018 | |
| Amendment Flag | false | |
| Entity Well-known Seasoned Issuer | No | |
| Entity Voluntary Filer | No | |
| Entity's Reporting Status Current | Yes | |
| Current Fiscal Year End Date | --08-31 | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business Flag | true | |
| Entity Emerging Growth Company | false | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | true | |
| Entity Public Float | $ 17,600 | |
| Entity Common Stock, Shares Outstanding | 10,800,000 | |
| Trading Symbol | GNTW | |
| Document Fiscal Period Focus | FY | |
| Document Fiscal Year Focus | 2018 |
Balance Sheets - USD ($) |
Aug. 31, 2018 |
Aug. 31, 2017 |
|---|---|---|
| CURRENT ASSETS | ||
| Cash | $ 8,248 | $ 8,599 |
| Prepaid expenses | 2,269 | 750 |
| Total Current Assets | 10,517 | 9,349 |
| Intangible assets, Net - Note 4 | 4,322 | 7,738 |
| Total Assets | 14,839 | 17,087 |
| CURRENT LIABILITIES | ||
| Accounts payable | 1,106 | 2,688 |
| Accrued liabilities | 42,871 | 32,868 |
| Notes payable - Note 5 | 30,000 | 30,000 |
| Convertible note payable - Note 6 | 98,433 | 71,833 |
| Total Liabilities | 172,410 | 137,389 |
| STOCKHOLDERS' DEFICIT | ||
| Common stock - Note 7 Par Value:$0.001 Authorized 200,000,000 shares Issued 10,800,000 shares | 10,800 | 10,800 |
| Additional paid in capital | 92,106 | 92,106 |
| Deficit accumulated | (260,477) | (223,208) |
| Total Stockholders' Deficit | (157,571) | (120,302) |
| Total Liabilities and Stockholders' Deficit | $ 14,839 | $ 17,087 |
Balance Sheets (Parenthetical) - $ / shares |
Aug. 31, 2018 |
Aug. 31, 2017 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 200,000,000 | 200,000,000 |
| Common stock, shares issued | 10,800,000 | 10,800,000 |
Statements of Operations - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Aug. 31, 2017 |
|
| EXPENSES | ||
| General and administrative expenses | $ 24,816 | $ 36,489 |
| Operating loss before interest | (24,816) | (36,489) |
| Interest | (10,853) | (8,518) |
| Amortized interest | (1,600) | (1,333) |
| Net loss and comprehensive loss | $ (37,269) | $ (46,340) |
| Loss per share of common stock - Basic and diluted | $ (0.004) | $ (0.004) |
| Weighted average shares of common stock - Basic and diluted | 10,800,000 | 10,800,000 |
Statement of Shareholders’ Deficit - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Common Stock Subscribed [Member] |
Deficit Accumulated [Member] |
Total |
|---|---|---|---|---|---|
| Balance at Aug. 31, 2016 | $ 10,800 | $ 72,106 | $ (176,868) | $ (93,962) | |
| Balance, shares at Aug. 31, 2016 | 10,800,000 | ||||
| Convertible debt (Note 6) | 20,000 | 20,000 | |||
| Net loss and comprehensive loss | (46,340) | (46,340) | |||
| Balance at Aug. 31, 2017 | $ 10,800 | 92,106 | (223,208) | (120,302) | |
| Balance, shares at Aug. 31, 2017 | 10,800,000 | ||||
| Net loss and comprehensive loss | (37,269) | (37,269) | |||
| Balance at Aug. 31, 2018 | $ 10,800 | $ 92,106 | $ (260,477) | $ (157,571) | |
| Balance, shares at Aug. 31, 2018 | 10,800,000 |
Organization and Nature of Operations |
12 Months Ended | ||
|---|---|---|---|
Aug. 31, 2018 | |||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Organization and Nature of Operations |
Globe Net Wireless Corp. (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009. The Company is in its early development stage since its formation and has realized limited revenues from its planned operations. The Company is engaged in the development of a telecommunication business to provide internet and related services to both consumers and businesses currently in under serviced or unserviced areas at real broadband speeds through the proprietary wireless technology it acquired. The Company is also engaged in the development of the TextPro Connect app and the BizPro app. These are utility services apps specifically designed for the mobile business market.
The Company has chosen an August 31 year-end. |
Basis of Presentation - Going Concern Uncertainties |
12 Months Ended | ||
|---|---|---|---|
Aug. 31, 2018 | |||
| Accounting Policies [Abstract] | |||
| Basis of Presentation - Going Concern Uncertainties |
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit.
The Company has accumulated a deficit of $260,477 since inception September 4, 2009, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all. |
Summary of Significant Accounting Policies |
12 Months Ended | ||
|---|---|---|---|
Aug. 31, 2018 | |||
| Accounting Policies [Abstract] | |||
| Summary of Significant Accounting Policies |
Basis of presentation
The accompanying financial statements are stated in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
Concentration of credit risk
The Company places its cash with a high credit quality financial institution. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.
Income Taxes
The Company follows the guideline under ASC Topic 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements.
Comprehensive income
The Company has adopted ASC 220 “Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except that resulting from investments by owners and distributions to owners.
For the period ended August 31, 2018, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASC 220.
Foreign currency translations
The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
Financial instruments
The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, notes payable and convertible notes payable. All notes are payable on demand. The carrying values of these instruments approximate fair value because of their short-term nature. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Loss per share
The Company reports basic loss per share in accordance with ASC Topic 260 “Earnings Per Share” (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. There are no potentially dilutive securities outstanding and therefore, diluted earnings per share on not presented. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.
Fair value measurements
The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
ASC Topic 820, in and of itself, does not require any fair value measurements. As at August 31, 2018, the Company did not have assets or liabilities subject to fair value measurement.
Intangible assets
Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible assets subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.
Amortization is based on estimated useful life on a straight-line basis and will start when the software is ready for use.
Convertible debt
The Company accounts for convertible debt according to ASC 470, “Debt with Conversion and Other Options”. No portion of the proceeds is attributable to the conversion feature when there is no beneficial conversion feature (“BCF”), There is no BCF when the debt instrument is convertible into common stock at a specified price at the option of the holder and when the debt instrument is issued at a price not significantly in excess of the face amount.
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
Intangibles Assets |
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| Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangibles Assets |
Intangible assets represent costs paid to third parties for the development of utility software applications (“apps”). The assets are amortized over 3 years on a straight-line basis.
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Notes Payable |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable |
There are four notes payable that are unsecured, bear interest at 8% per annum and are due on demand. Interest has not been paid and is classified with accrued liabilities for financial statement purposes. The principal and interest owing as of August 31, 2018:
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Convertible Note Payable |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Note Payable |
Five convertible notes payable are unsecured, bearing interest at 8% per annum, due on demand, and convertible into shares at the lenders’ option at a conversion price of $0.005 per share. Interest has not been paid and is classified with accrued liabilities for financial statement purposes.
There was no value assigned to the conversion feature of these notes as the shares that would have been issued on conversion would not have been readily convertible into cash. The principal and interest owing as at August 31, 2018 is as follows:
Two convertible notes payable bear interest at 8% per annum, are due on demand, and convertible at a conversion price of $0.5625 per share at the lender’s option. The interest is classified as accrued liabilities for financial statement purposes.
One note for $20,000 was issued for which no value was assigned to the conversion feature as the shares that would have been issued on conversion would not have been readily convertible into cash.
The other note for $20,000 was issued on October 31, 2016, when the market price per share was $1.48. The conversion feature was valued at $20,000. $1,600 was accreted and charged to interest during the twelve months ended August 31, 2018 ($1,333 for the year ended August 31, 2017). At August 31, 2018, the unamortized discount was $17,067.
One convertible note payable bears interest at 10% per annum, is due on demand and convertible at a conversion price of $0.10 per share at the lender’s option. The interest is classified as accrued liabilities for financial statement purposes.
There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.
One convertible note payable bear interest at 8% per annum, is due on demand and convertible at a conversion price of $0.02 per share at the lender’s option. There was no beneficial conversion feature at the time of issuance and, accordingly, no value has been assigned to the conversion feature.
A summary of the value assigned to the convertible debt and accrued interest thereon is as follows:
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Common Stock |
12 Months Ended | ||
|---|---|---|---|
Aug. 31, 2018 | |||
| Equity [Abstract] | |||
| Common Stock |
On September 14, 2009, the Company issued 2,000,000 shares of common stock at $0.001 per share for cash proceeds of $2,000.
On January 26, 2010, the Company issued 7,500,000 shares of common stock at $.002 per share for cash proceeds of $15,000.
On September 7, 2013, the Company issued 700,000 shares of common stock at $.05 per share for cash proceeds of $35,000.
On November 8, 2013, the Company issued 600,000 shares of common stock at $.05 per share for cash proceeds of $30,000.
There were no warrants or stock options outstanding as of August 31, 2018. |
Income Tax |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax |
Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss as follows:
The Company has accumulated non-capital income tax losses of $257,544. Under normal circumstances, the losses will expire in the years 2030 to 2038.
As at August 31, 2018, the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.
The US Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017. The Tax Reform Act reduces the US federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of August 31, 2018, we have not completed the accounting for the tax effects of enactment of the Tax Reform Act; however, we have made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. |
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Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
|---|---|
Aug. 31, 2018 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation |
Basis of presentation
The accompanying financial statements are stated in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. |
| Use of Estimates |
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
| Concentration of Credit Risk |
Concentration of credit risk
The Company places its cash with a high credit quality financial institution. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. |
| Income Taxes |
Income Taxes
The Company follows the guideline under ASC Topic 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. |
| Comprehensive Income |
Comprehensive income
The Company has adopted ASC 220 “Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except that resulting from investments by owners and distributions to owners.
For the period ended August 31, 2018, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASC 220. |
| Foreign Currency Translations |
Foreign currency translations
The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. |
| Financial Instruments |
Financial instruments
The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, notes payable and convertible notes payable. All notes are payable on demand. The carrying values of these instruments approximate fair value because of their short-term nature. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
| Loss Per Share |
Loss per share
The Company reports basic loss per share in accordance with ASC Topic 260 “Earnings Per Share” (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. There are no potentially dilutive securities outstanding and therefore, diluted earnings per share on not presented. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value. |
| Fair Value Measurements |
Fair value measurements
The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
ASC Topic 820, in and of itself, does not require any fair value measurements. As at August 31, 2018, the Company did not have assets or liabilities subject to fair value measurement. |
| Intangible assets |
Intangible assets
Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible assets subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.
Amortization is based on estimated useful life on a straight-line basis and will start when the software is ready for use. |
| Convertible Debt |
Convertible debt
The Company accounts for convertible debt according to ASC 470, “Debt with Conversion and Other Options”. No portion of the proceeds is attributable to the conversion feature when there is no beneficial conversion feature (“BCF”), There is no BCF when the debt instrument is convertible into common stock at a specified price at the option of the holder and when the debt instrument is issued at a price not significantly in excess of the face amount. |
| Recently Issued Accounting Pronouncements |
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
Intangibles Assets (Tables) |
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| Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Intangibles Assets |
Intangible assets represent costs paid to third parties for the development of utility software applications (“apps”). The assets are amortized over 3 years on a straight-line basis.
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Notes Payable (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Notes Payable |
The principal and interest owing as of August 31, 2018:
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Convertible Note Payable (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Convertible Notes Payable |
The principal and interest owing as at August 31, 2018 is as follows:
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| Schedule of Debt Conversion |
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| Schedule of Value Assigned to Convertible Debt and Accrued Interest |
A summary of the value assigned to the convertible debt and accrued interest thereon is as follows:
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Income Tax (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Effective Income Tax Rate to Net Loss |
Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss as follows:
|
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| Schedule of Deferred Income Tax Asset |
A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.
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Basis of Presentation - Going Concern Uncertainties (Details Narrative) - USD ($) |
Aug. 31, 2018 |
Aug. 31, 2017 |
Sep. 04, 2009 |
|---|---|---|---|
| Accounting Policies [Abstract] | |||
| Accumulated deficit | $ (260,477) | $ (223,208) | $ 260,477 |
Intangibles Assets (Details Narrative) |
12 Months Ended |
|---|---|
Aug. 31, 2018 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| Intangible assets amortization period | 3 years |
Intangibles Assets - Schedule of Intangibles Assets (Details) - USD ($) |
Aug. 31, 2018 |
Aug. 31, 2017 |
|---|---|---|
| Intangible Assets, Costs | $ 10,246 | $ 10,246 |
| Intangible Assets, Accumulated Amortization | 5,924 | 2,508 |
| Intangible Assets, Net | 4,322 | 7,738 |
| Text Pro App [Member] | ||
| Intangible Assets, Costs | 8,333 | 8,333 |
| Intangible Assets, Accumulated Amortization | 4,861 | 2,083 |
| Intangible Assets, Net | 3,472 | 6,250 |
| Biz Pro App [Member] | ||
| Intangible Assets, Costs | 1,913 | 1,913 |
| Intangible Assets, Accumulated Amortization | 1,063 | 425 |
| Intangible Assets, Net | $ 850 | $ 1,488 |
Notes Payable (Details Narrative) |
Aug. 31, 2018
NotesPayable
|
|---|---|
| Debt Disclosure [Abstract] | |
| Number of notes payable | 4 |
| Unsecured note bear interest rate | 8.00% |
Notes Payable - Schedule of Notes Payable (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Aug. 31, 2017 |
|
| Principal | $ 98,433 | $ 71,833 |
| Interest | 18,864 | 10,410 |
| Notes Payable [Member] | ||
| Principal | 30,000 | 30,000 |
| Interest | 15,608 | 13,208 |
| Notes Payable [Member] | September 16, 2011 [Member] | ||
| Principal | 5,000 | 5,000 |
| Interest | 2,785 | 2,385 |
| Notes Payable [Member] | October 4, 2011 [Member] | ||
| Principal | 5,000 | 5,000 |
| Interest | 2,765 | 2,365 |
| Notes Payable [Member] | November 4, 2011 [Member] | ||
| Principal | 10,000 | 5,000 |
| Interest | 5,462 | 4,662 |
| Notes Payable [Member] | December 3, 2012 [Member] | ||
| Principal | 10,000 | 10,000 |
| Interest | $ 4,596 | $ 3,796 |
Convertible Note Payable - Schedule of Debt Conversion (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Aug. 31, 2017 |
|
| Debt Disclosure [Abstract] | ||
| Proceeds on issue, principal | $ 20,000 | $ 20,000 |
| Value assigned to conversion feature, principal | 20,000 | 20,000 |
| Value of convertible note payable at issuance, principal | ||
| Accretion charges, principal | 2,933 | 1,333 |
| Interest, principal | ||
| Balance, convertible note payable, end of period, principal | 2,933 | 1,333 |
| Proceeds on issue, interest | ||
| Value assigned to conversion feature, interest | ||
| Value of convertible note payable as issuance, interest | ||
| Accretion charges, interest | ||
| Interest, interest | 2,933 | 1,333 |
| Balance, convertible note payable, end of period, interest | $ 2,933 | $ 1,333 |
Convertible Note Payable - Schedule of Value Assigned to Convertible Debt and Accrued Interest (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Aug. 31, 2017 |
|
| Conversion price of notes into shares | $ 0.02 | |
| Convertible debt | $ 98,433 | $ 71,833 |
| Interest | $ 18,864 | $ 10,410 |
| Convertible Note Payable One [Member] | ||
| Conversion price of notes into shares | $ 0.005 | $ 0.005 |
| Convertible debt | $ 30,500 | $ 30,500 |
| Interest | $ 8,949 | $ 6,509 |
| Convertible Note Payable Two [Member] | ||
| Conversion price of notes into shares | $ 0.5625 | $ 0.5625 |
| Convertible debt | $ 22,933 | $ 21,333 |
| Interest | $ 6,357 | $ 3,156 |
| Convertible Note Payable Three [Member] | ||
| Conversion price of notes into shares | $ 0.10 | $ 0.10 |
| Convertible debt | $ 20,000 | $ 20,000 |
| Interest | $ 2,745 | $ 745 |
| Convertible Note Payable Four [Member] | ||
| Conversion price of notes into shares | $ 0.02 | $ 0.02 |
| Convertible debt | $ 25,000 | |
| Interest | $ 813 | |
Common Stock (Details Narrative) - USD ($) |
Nov. 08, 2013 |
Sep. 07, 2013 |
Jan. 26, 2010 |
Sep. 14, 2009 |
Aug. 31, 2018 |
|---|---|---|---|---|---|
| Equity [Abstract] | |||||
| Number of common stock issued | 600,000 | 700,000 | 7,500,000 | 2,000,000 | |
| Shares issued price per share | $ .05 | $ .05 | $ .002 | $ 0.001 | |
| Number of common stock issued, value | $ 30,000 | $ 35,000 | $ 15,000 | $ 2,000 | |
| Warrants or stock options outstanding |
Income Tax (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Aug. 31, 2017 |
|
| Accumulated non-capital income tax losses | $ 257,544 | |
| Circumstances the losses will expire | Expire in the years 2030 to 2038 | |
| Income tax, description | The Tax Reform Act reduces the US federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. | |
| Federal corporate tax rate | 25.70% | 35.00% |
| Tax Reform Act [Member] | ||
| Federal corporate tax rate | 21.00% | |
Income Tax - Schedule of Effective Income Tax Rate to Net Loss (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Aug. 31, 2018 |
Aug. 31, 2017 |
|
| Income Tax Disclosure [Abstract] | ||
| Net loss for the period | $ (37,269) | $ (46,340) |
| Statutory and effective tax rate | 25.70% | 35.00% |
| Income tax expense (recovery) at the effective rate | $ (9,600) | $ (16,200) |
| Change in statutory rates and other | 32,800 | |
| Permanent differences | 400 | 500 |
| Change in unrecognized deductible temporary differences | (23,600) | 15,700 |
| Income tax recovery and income taxes recoverable | ||
Income Tax - Schedule of Deferred Income Tax Asset (Details) - USD ($) |
Aug. 31, 2018 |
Aug. 31, 2017 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Tax loss carried forward | $ 257,544 | $ 221,875 |
| Deferred income tax assets | 54,100 | 77,700 |
| Valuation allowance | (54,100) | (77,700) |
| Deferred tax asset |
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