UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2019
or
[ ] 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 | N/A | |
State
or other jurisdiction of incorporation or organization |
(I.R.S.
Employer Identification No.) |
2302-3 Pacific Plaza
410 Des Voeux Road West
Hong Kong, China
(Address of principal executive offices) (Zip Code)
(253)252-8637
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer (Do not check if a smaller reporting company) |
[ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
10,800,000 shares of common stock, $0.001 par value, issued and outstanding as of January 13, 2020.
GLOBE NET WIRELESS CORP.
Interim Condensed Financial Statements
November 30, 2019
Stated in US Dollars
(Unaudited)
2 |
INTERIM CONDENSED BALANCE SHEETS
(Unaudited)
November 30, | August 31, | |||||||
2019 | 2019 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 19,123 | $ | 714 | ||||
Prepaid expenses | 725 | 1,287 | ||||||
19,848 | 2,001 | |||||||
Intangible Assets, Net – Note 4 | 53 | 907 | ||||||
Total Assets | $ | 19,901 | $ | 2,908 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts Payable | $ | 1,150 | $ | 6,725 | ||||
Accrued Liabilities | 57,795 | 54,048 | ||||||
Notes Payable – Note 5 | 30,000 | 30,000 | ||||||
Convertible Note Payable – Note 6 | 128,932 | 103,533 | ||||||
Total Liabilities | 217,877 | 194,306 | ||||||
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 | (300,882 | ) | (294,304 | ) | ||||
Total Stockholders’ Deficit | (197,976 | ) | (191,398 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 19,901 | $ | 2,908 |
Going concern – Note 2
The accompanying notes are an integral part of the financial statements
F-1 |
INTERIM CONDENSED STATEMENTS OF OPERATIONS
For the three months ended November 30, 2019 and 2018
(Unaudited)
For the three | For the three | |||||||
months ended | months ended | |||||||
November 30, | November 30, | |||||||
2019 | 2018 | |||||||
EXPENSES | ||||||||
General and administrative expenses | $ | 3,079 | $ | 2,994 | ||||
Operating loss before interest | (3,079 | ) | (2,994 | ) | ||||
Interest | (3,099 | ) | (3,002 | ) | ||||
Amortized interest | (400 | ) | (400 | ) | ||||
Net loss and comprehensive loss | $ | (6,578 | ) | $ | (6,396 | ) | ||
Loss per share of common stock | ||||||||
‘-Basic and diluted | $ | (0.0006 | ) | $ | (0.0006 | ) | ||
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
F-2 |
INTERIM CONDENSED STATEMENT OF SHAREHOLDERS’ DEFICIT
For the Three Months Ended November 30, 2019 and 2018
(Unaudited)
Common stock Shares | Amount | Additional Paid-in Capital | Deficit Accumulated | Total | ||||||||||||||||
Balance, August 31, 2019 | 10,800,000 | $ | 10,800 | $ | 92,106 | $ | (294,304 | ) | $ | (191,398 | ) | |||||||||
Net loss and comprehensive loss | - | - | - | (6,578 | ) | (6,578 | ) | |||||||||||||
Balance, November 30, 2019 | 10,800,000 | $ | 10,800 | $ | 92,106 | $ | (300,882 | ) | $ | (197,976 | ) |
Common stock Shares | Amount | Additional Paid-in Capital | Deficit Accumulated | Total | ||||||||||||||||
Balance, August 31, 2018 | 10,800,000 | $ | 10,800 | $ | 92,106 | $ | (260,477 | ) | $ | (157,571 | ) | |||||||||
Net loss and comprehensive loss | - | - | - | (6,396 | ) | (6,396 | ) | |||||||||||||
Balance, August 31, 2018 | 10,800,000 | $ | 10,800 | $ | 92,106 | $ | (266,873 | ) | $ | (163,967 | ) |
The accompanying notes are an integral part of the financial statements
F-3 |
INTERIM CONDENSED STATEMENTS OF CASH FLOWS
For the three months ended November 30, 2019 and 2018
For the three | For the three | |||||||
months ended | months ended | |||||||
November 30, | November 30, | |||||||
2019 | 2018 | |||||||
Cash Flows from (used in) Operating Activities | ||||||||
Net Loss | $ | (6,578 | ) | $ | (6,396 | ) | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||
Amortization | 854 | 854 | ||||||
Interest on notes and convertible notes payable | 3,099 | 3,002 | ||||||
Accretion on convertible notes payable | 400 | 400 | ||||||
Increase (Decrease) in operating assets and liabilities | ||||||||
Prepaid expense | 562 | 341 | ||||||
Accounts payable | (5,575 | ) | 2,618 | |||||
Accrued liabilities | 647 | (2,400 | ) | |||||
Net Cash used in Operating Activities | (6,591 | ) | (1,581 | ) | ||||
Cash Flows from (used in) Financing Activities | ||||||||
Convertible note payables | 25,000 | - | ||||||
Net Cash provided by Financing Activities | 25,000 | - | ||||||
Increase (Decrease) in Cash | 18,409 | (1,581 | ) | |||||
Cash at Beginning of Year | 714 | 8,248 | ||||||
Cash at End of Year | $ | 19,123 | $ | 6,667 | ||||
Supplemental cash flow information | ||||||||
Interest paid | $ | - | $ | - | ||||
Taxes paid | $ | - | $ | - |
The accompanying notes are an integral part of the financial statements
F-4 |
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
November 30, 2019
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 interim 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 $300,882 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. | Interim reporting and significant accounting policies |
The interim condensed financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim condensed financial statements be read in conjunction with the Company’s August 31, 2019 annual financial statements. Operating results for the three months period ended November 30, 2019 are not necessarily indicative of the results that can be expected for the year ended August 31, 2020.
There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended August 31, 2019.
F-5 |
GLOBE NET WIRELESS CORP.
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
November 30, 2019
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.
November 30, 2019 | August 31, 2019 | |||||||||||||||||||||||
Item | Cost | Accumulated Amortization | Net | Costs | Accumulated Amortization | Net | ||||||||||||||||||
Text Pro App | $ | 8,333 | $ | 8,333 | $ | - | $ | 8,333 | $ | 7,638 | $ | 694 | ||||||||||||
Biz Pro App | 1,913 | 1,860 | 53 | 1,913 | 1,701 | 213 | ||||||||||||||||||
Total | $ | 10,246 | $ | 10,193 | $ | 53 | $ | 10,246 | $ | 9,339 | $ | 907 |
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 November 30, 2019:
November 30, 2019 | August 31, 2019 | |||||||||||||||
Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
September 16, 2011 | $ | 5,000 | $ | 3,284 | $ | 5,000 | $ | 3,185 | ||||||||
October 4, 2011 | 5,000 | 3,265 | 5,000 | 3,165 | ||||||||||||
November 4, 2011 | 10,000 | 6,461 | 5,000 | 6,262 | ||||||||||||
December 3, 2012 | 10,000 | 5,596 | 10,000 | 5,396 | ||||||||||||
$ | 30,000 | $ | 18,606 | $ | 30,000 | $ | 18,008 |
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 November 30, 2019 is as follows:
November 30, 2019 | August 31, 2019 | |||||||||||||||
Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
May 17, 2013 | $ | 10,000 | $ | 5,234 | $ | 10,000 | $ | 5,034 | ||||||||
September 11, 2015 | 10,000 | 3,377 | 10,000 | 3,178 | ||||||||||||
November 12, 2015 | 5,000 | 1,621 | 5,000 | 1,521 | ||||||||||||
November 13, 2015 | 5,000 | 1,620 | 5,000 | 1,520 | ||||||||||||
April 11, 2016 | 500 | 145 | 500 | 136 | ||||||||||||
$ | 30,500 | $ | 11,997 | $ | 30,500 | $ | 11,389 |
F-6 |
GLOBE NET WIRELESS CORP.
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
November 30, 2019
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.
November 30, 2019 | August 31, 2019 | |||||||||||||||
Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
July 11, 2016 | $ | 20,000 | $ | 5,422 | $ | 20,000 | $ | 5,024 |
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. $400 was accreted and charged to interest during the three months ended November 30, 2019 ($400 for the three months ended November 30, 2018). At November 30, 2019, the unamortized discount was $15,068 (August 31, 2019 - $15,467).
November 30, 2019 | August 31, 2019 | |||||||||||||||
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 | $ | 4,932 | - | $ | 4,533 | - | ||||||||||
Interest | - | $ | 4,932 | - | $ | 4,533 | ||||||||||
Balance, convertible note payable, end of period | $ | 4,932 | $ | 4,932 | $ | 4,533 | $ | 4,533 |
F-7 |
GLOBE NET WIRELESS CORP.
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
November 30, 2019
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.
November 30, 2019 | August 31, 2019 | |||||||||||||||
Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
April 17, 2017 | $ | 20,000 | $ | 5,244 | $ | 20,000 | $ | 4,745 |
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.
November 30, 2019 | August 31, 2019 | |||||||||||||||
Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
April 04, 2018 | $ | 25,000 | $ | 3,312 | $ | 25,000 | $ | 2,813 |
One convertible note payable bear interest at 8% per annum, is due on demand and convertible at a conversion price of $0.035 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.
November 30, 2019 | August 31, 2019 | |||||||||||||||
Date of Issue | Principal | Interest | Principal | Interest | ||||||||||||
July 29, 2019 | $ | 3,500 | $ | 107 | $ | 3,500 | $ | 37 |
One convertible note payable bear interest at 8% per annum, is due on demand and convertible at a conversion price of $0.024 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.
November 30, 2019 | ||||||||
Date of Issue | Principal | Interest | ||||||
November 26, 2019 | $ | 25,000 | $ | 27 |
A summary of the value assigned to the convertible debt and accrued interest thereon is as follows:
November 30, 2019 | August 31, 2019 | |||||||||||||||||
Conversion price of notes into shares | Convertible debt | Interest | Convertible debt | Interest | ||||||||||||||
$ | 0.005 | $ | 30,500 | $ | 11,997 | $ | 30,500 | $ | 11,389 | |||||||||
$ | 0.5625 | 24,932 | 10,354 | 24,533 | 9,556 | |||||||||||||
$ | 0.10 | 20,000 | 5,244 | 20,000 | 4,745 | |||||||||||||
$ | 0.02 | 25,000 | 3,312 | 25,000 | 2,813 | |||||||||||||
$ | 0.035 | 3,500 | 107 | 3,500 | 37 | |||||||||||||
$ | 0.024 | 25,000 | 27 | |||||||||||||||
$ | 128,932 | $ | 31,041 | $ | 103,533 | $ | 28,540 |
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 7,200,000 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 November 30, 2019 or August 31, 2019.
F-8 |
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
Globe Net Wireless Corp. was incorporated under the laws of the State of Nevada, U.S. on September 4, 2009. Our registration statement on Form S-1 was filed with the Securities and Exchange Commission was declared effective on May 15, 2013.
Globe Net is a startup company engaged in the development of proprietary wireless broadband technology for the purpose of becoming a rural internet service provider (RISP). 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. Globe Net’s mission is 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 will try to provide internet and related services to both consumers and businesses in currently under serviced or unserviceable areas at real broadband speeds. Globe Net plans 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.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we 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 we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three-month Period Ended November 30, 2019 Compared to the Three-month Period Ended November 30, 2018.
Our net loss for the three-month period ended November 30, 2019 was $6,578 (2018: $6,396), which consisted of general and administration expenses and interest on notes payable. We did not generate any revenue during either three-month period in fiscal 2019 or 2018. The increase in general and administrative expenses in the current fiscal year relate to interest cost of promissory notes compared to 2018.
The weighted average number of shares outstanding was 10,800,000 for the three-month period ended November 30, 2019 and 10,800,000 for the three-month period ended November 30, 2018.
LIQUIDITY AND CAPITAL RESOURCES
As at November 30, 2019, our current assets were $19,848 compared to $2,001 in current assets at August 31, 2019. As at November 30, 2019, our current liabilities were $217,877 compared to $194,306 at August 31, 2019. Current liabilities at November 30, 2019 were comprised of $158,392 in notes payable, $1,150 in accounts payable and $57,795 in accrued liabilities.
Stockholders’ deficit increased from $191,398 as of August 31, 2019 to $197,796 as of November 30, 2019.
3 |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three-month period ended November 30, 2019, net cash used in operating activities was $6,591, consisting of an adjusted net loss of $6,578, less adjustments for non-cash items of $3,099 interest on notes payable, $854 in amortization and $400 on debt accretion. Adjustments for changes in operating assets and liabilities was a cash outflow of $4,366. For the three-month period ended November 30, 2018, net cash flows used in operating activities were $1,581.
Cash Flows from Financing Activities
We have financed our operations primarily from either the issuance of our shares of common stock or notes payable. For the three-month period ended November 30, 2019, we had $25,000 cash from issuing notes. We generated nil cash from financing activities for the comparative period in fiscal 2018.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors’ report accompanying our August 31, 2019 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
CHANGE IN ACCOUNTING POLICY
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.
4 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended November 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
5 |
ITEM 6. EXHIBITS
Exhibits:
31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. | |
101 | Interactive data files pursuant to Rule 405 of Regulation S-T. |
6 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBE NET WIRELESS CORP. | ||
Dated: January 14, 2020 | By: | /s/ Gustavo Americo Folcarelli |
Gustavo Americo Folcarelli, President and Chief Executive Officer and Chief Financial Officer |
7 |
EXHIBIT 31.1
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 quarterly report on Form 10-Q of Globe Net Wireless Corp.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. I am 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 13(a)-15(f) and 15(d)-15(f)) for the registrant and I 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 quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls 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: January 14, 2020
By: | /s/ Gustavo Americo Folcarelli | |
Gustavo Americo Folcarelli | ||
Chief Executive Officer and Chief Financial Officer | ||
(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Gustavo Americo Folcarelli, Chief Executive Officer and Chief Financial Officer of Globe Net Wireless Corp. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the period ended November 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 14, 2020
By: | /s/ Gustavo Americo Folcarelli | |
Gustavo Americo Folcarelli | ||
Chief Executive Officer and Chief Financial Officer | ||
(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting Officer) |
Common Stock (Details Narrative) - USD ($) |
Nov. 08, 2013 |
Sep. 07, 2013 |
Jan. 26, 2010 |
Sep. 14, 2009 |
Nov. 30, 2019 |
Aug. 31, 2019 |
---|---|---|---|---|---|---|
Equity [Abstract] | ||||||
Number of common stock shares issued | 600,000 | 700,000 | 7,200,000 | 2,000,000 | ||
Shares issued price per share | $ 0.05 | $ 0.05 | $ 0.002 | $ 0.001 | ||
Cash proceeds from issuance of common stock | $ 30,000 | $ 35,000 | $ 15,000 | $ 2,000 | ||
Warrants or stock options outstanding |
Interim Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Nov. 30, 2019 |
Nov. 30, 2018 |
|
EXPENSES | ||
General and administrative expenses | $ 3,079 | $ 2,994 |
Operating loss before interest | (3,079) | (2,994) |
Interest | (3,099) | (3,002) |
Amortized interest | (400) | (400) |
Net loss and comprehensive loss | $ (6,578) | $ (6,396) |
Loss per share of common stock -Basic and diluted | $ (0.0006) | $ (0.0006) |
Weighted average shares of common stock -Basic and diluted | 10,800,000 | 10,800,000 |
Basis of Presentation - Going Concern Uncertainties |
3 Months Ended | ||
---|---|---|---|
Nov. 30, 2019 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation - Going Concern Uncertainties |
These interim 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 $300,882 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. |
Intangibles Assets (Details Narrative) |
3 Months Ended |
---|---|
Nov. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets amortization period | 3 years |
Notes Payable |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 November 30, 2019:
|
Intangibles Assets (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Intangibles Assets |
|
Interim Reporting and Significant Accounting Policies |
3 Months Ended | ||
---|---|---|---|
Nov. 30, 2019 | |||
Accounting Policies [Abstract] | |||
Interim Reporting and Significant Accounting Policies |
The interim condensed financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim condensed financial statements be read in conjunction with the Company’s August 31, 2019 annual financial statements. Operating results for the three months period ended November 30, 2019 are not necessarily indicative of the results that can be expected for the year ended August 31, 2020.
There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended August 31, 2019.
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. |
Interim Condensed Statement of Shareholders' Deficit (Unaudited) - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Deficit Accumulated [Member] |
Total |
---|---|---|---|---|
Balance at Aug. 31, 2018 | $ 10,800 | $ 92,106 | $ (260,477) | $ (157,571) |
Balance, shares at Aug. 31, 2018 | 10,800,000 | |||
Net loss and comprehensive loss | (6,396) | (6,396) | ||
Balance at Nov. 30, 2018 | $ 10,800 | 92,106 | (266,873) | (163,967) |
Balance, shares at Nov. 30, 2018 | 10,800,000 | |||
Balance at Aug. 31, 2019 | $ 10,800 | 92,106 | (294,304) | (191,398) |
Balance, shares at Aug. 31, 2019 | 10,800,000 | |||
Net loss and comprehensive loss | (6,578) | (6,578) | ||
Balance at Nov. 30, 2019 | $ 10,800 | $ 92,106 | $ (300,882) | $ (197,976) |
Balance, shares at Nov. 30, 2019 | 10,800,000 |
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Nov. 30, 2019 |
Jan. 13, 2020 |
|
Document And Entity Information | ||
Entity Registrant Name | Globe Net Wireless Corp. | |
Entity Central Index Key | 0001511820 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2019 | |
Current Fiscal Year End Date | --08-31 | |
Entity Reporting Status Current | No | |
Entity Interactive Data Current | Yes | |
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 Common Stock, Shares Outstanding | 10,800,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Intangibles Assets |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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.
|
Interim Reporting and Significant Accounting Policies (Policies) |
3 Months Ended |
---|---|
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
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. |
Basis of Presentation - Going Concern Uncertainties (Details Narrative) - USD ($) |
Nov. 30, 2019 |
Aug. 31, 2019 |
Sep. 04, 2009 |
---|---|---|---|
Accounting Policies [Abstract] | |||
Accumulated deficit | $ (300,882) | $ (294,304) | $ 300,882 |
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Notes Payable - Schedule of Notes Payable (Details) - USD ($) |
Nov. 30, 2019 |
Aug. 31, 2019 |
---|---|---|
Principal | $ 30,000 | $ 30,000 |
Notes Payable [Member] | ||
Principal | 30,000 | 30,000 |
Interest | 18,606 | 18,008 |
Notes Payable [Member] | September 16, 2011 [Member] | ||
Principal | 5,000 | 5,000 |
Interest | 3,284 | 3,185 |
Notes Payable [Member] | October 4, 2011 [Member] | ||
Principal | 5,000 | 5,000 |
Interest | 3,265 | 3,165 |
Notes Payable [Member] | November 4, 2011 [Member] | ||
Principal | 10,000 | 5,000 |
Interest | 6,461 | 6,262 |
Notes Payable [Member] | December 3, 2012 [Member] | ||
Principal | 10,000 | 10,000 |
Interest | $ 5,596 | $ 5,396 |
[1YY4FZ?EY;J[5JO@FJ;JU=1S!AY 3Y
M"#@V,E1*6M<2GI&);-4 R@/)27.G!.UIIS #H%37:Y \6J +K[G1R1SR3_C;
M1@'[!B3!K2T!@3?A";XT : 7%6 0K 6% )['MH 6"Z2Y^ 4)NNJB"^$7U52?
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M0K%4X7D5H'2!WJH1#")8)D6/D($B2 BQP"; 3QYR7'B 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. 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 November 30, 2019 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. $400 was accreted
and charged to interest during the three months ended November 30, 2019 ($400 for the three months ended November 30, 2018). At
November 30, 2019, the unamortized discount was $15,068 (August 31, 2019 - $15,467). 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. One convertible note payable bear
interest at 8% per annum, is due on demand and convertible at a conversion price of $0.035 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. One convertible note payable bear
interest at 8% per annum, is due on demand and convertible at a conversion price of $0.024 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: The principal and interest owing
as of November 30, 2019:
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 7,200,000 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 $30,000. There were no warrants or stock
options outstanding as of November 30, 2019 or August 31, 2019. A summary of the value assigned
to the convertible debt and accrued interest thereon is as follows: F/[MQ\>I%E*24
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=
MY??\Y9)P.'<$RIJP@4&K'0?.8HW58%1'_G=!5%K[@0]S
3 Months Ended
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations
1.
Organization and nature of operations
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
3 Months Ended
Debt Disclosure [Abstract]
Convertible Note Payable
6.
Convertible Note Payable
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
May 17, 2013
$
10,000
$
5,234
$
10,000
$
5,034
September 11, 2015
10,000
3,377
10,000
3,178
November 12, 2015
5,000
1,621
5,000
1,521
November 13, 2015
5,000
1,620
5,000
1,520
April 11, 2016
500
145
500
136
$
30,500
$
11,997
$
30,500
$
11,389
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
July 11, 2016
$
20,000
$
5,422
$
20,000
$
5,024
November 30, 2019
August 31, 2019
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
$
4,932
-
$
4,533
-
Interest
-
$
4,932
-
$
4,533
Balance, convertible note payable, end of period
$
4,932
$
4,932
$
4,533
$
4,533
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
April 17, 2017
$
20,000
$
5,244
$
20,000
$
4,745
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
April 04, 2018
$
25,000
$
3,312
$
25,000
$
2,813
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
July 29, 2019
$
3,500
$
107
$
3,500
$
37
November 30, 2019
Date of Issue
Principal
Interest
November 26, 2019
$
25,000
$
27
November 30, 2019
August 31, 2019
Conversion price of notes into shares
Convertible
debt
Interest
Convertible
debt
Interest
$
0.005
$
30,500
$
11,997
$
30,500
$
11,389
$
0.5625
24,932
10,354
24,533
9,556
$
0.10
20,000
5,244
20,000
4,745
$
0.02
25,000
3,312
25,000
2,813
$
0.035
3,500
107
3,500
37
$
0.024
25,000
27
$
128,932
$
31,041
$
103,533
$
28,540
3 Months Ended
Debt Disclosure [Abstract]
Schedule of Notes Payable
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
September 16, 2011
$
5,000
$
3,284
$
5,000
$
3,185
October 4, 2011
5,000
3,265
5,000
3,165
November 4, 2011
10,000
6,461
5,000
6,262
December 3, 2012
10,000
5,596
10,000
5,396
$
30,000
$
18,606
$
30,000
$
18,008
Intangible Assets, Costs
$ 10,246
$ 10,246
Intangible Assets, Accumulated Amortization
10,193
9,339
Intangible Assets, Net
53
907
Text Pro App [Member]
Intangible Assets, Costs
8,333
8,333
Intangible Assets, Accumulated Amortization
8,333
7,638
Intangible Assets, Net
694
Biz Pro App [Member]
Intangible Assets, Costs
1,913
1,913
Intangible Assets, Accumulated Amortization
1,860
1,701
Intangible Assets, Net
$ 53
$ 213
Debt Disclosure [Abstract]
Number of notes payable
4
Unsecured note interest rate
8.00%
3 Months Ended
12 Months Ended
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
4,932
4,533
Interest, principal
Balance, convertible note payable, end of period, principal
4,932
4,533
Proceeds on issue, interest
Value assigned to conversion feature, interest
Value of convertible note payable at issuance, interest
Accretion charges, interest
Interest, interest
4,932
4,533
Balance, convertible note payable, end of period, interest
$ 4,932
$ 4,533
3 Months Ended
Cash Flows from (used in) Operating Activities
Net Loss
$ (6,578)
$ (6,396)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Amortization
854
854
Interest on notes and convertible notes payable
3,099
3,002
Accretion on convertible notes payable
400
400
Increase (Decrease) in operating assets and liabilities
Prepaid expense
562
341
Accounts payable
(5,575)
2,618
Accrued liabilities
647
(2,400)
Net Cash used in Operating Activities
(6,591)
(1,581)
Cash Flows from (used in) Financing Activities
Convertible note payables
25,000
Net Cash provided by Financing Activities
25,000
Increase (Decrease) in Cash
18,409
(1,581)
Cash at Beginning of Year
714
8,248
Cash at End of Year
19,123
6,667
Supplemental cash flow information
Interest paid
Taxes paid
CURRENT ASSETS
Cash
$ 19,123
$ 714
Prepaid expenses
725
1,287
Total Current Assets
19,848
2,001
Intangible Assets, Net - Note 4
53
907
Total Assets
19,901
2,908
CURRENT LIABILITIES
Accounts Payable
1,150
6,725
Accrued Liabilities
57,795
54,048
Notes Payable - Note 5
30,000
30,000
Convertible Note Payable - Note 6
128,932
103,533
Total Liabilities
217,877
194,306
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
(300,882)
(294,304)
Total Stockholders' Deficit
(197,976)
(191,398)
Total Liabilities and Stockholders' Deficit
$ 19,901
$ 2,908
3 Months Ended
Equity [Abstract]
Common Stock
7.
Common stock
3 Months Ended
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
May 17, 2013
$
10,000
$
5,234
$
10,000
$
5,034
September 11, 2015
10,000
3,377
10,000
3,178
November 12, 2015
5,000
1,621
5,000
1,521
November 13, 2015
5,000
1,620
5,000
1,520
April 11, 2016
500
145
500
136
$
30,500
$
11,997
$
30,500
$
11,389
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
July 11, 2016
$
20,000
$
5,422
$
20,000
$
5,024
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
April 17, 2017
$
20,000
$
5,244
$
20,000
$
4,745
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
April 04, 2018
$
25,000
$
3,312
$
25,000
$
2,813
November 30, 2019
August 31, 2019
Date of Issue
Principal
Interest
Principal
Interest
July 29, 2019
$
3,500
$
107
$
3,500
$
37
November 30, 2019
Date of Issue
Principal
Interest
November 26, 2019
$
25,000
$
27
Schedule of Debt Conversion
November 30, 2019
August 31, 2019
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
$
4,932
-
$
4,533
-
Interest
-
$
4,932
-
$
4,533
Balance, convertible note payable, end of period
$
4,932
$
4,932
$
4,533
$
4,533
Schedule of Value Assigned to Convertible Debt and Accrued Interest
November 30, 2019
August 31, 2019
Conversion price of notes into shares
Convertible
debt
Interest
Convertible
debt
Interest
$
0.005
$
30,500
$
11,997
$
30,500
$
11,389
$
0.5625
24,932
10,354
24,533
9,556
$
0.10
20,000
5,244
20,000
4,745
$
0.02
25,000
3,312
25,000
2,813
$
0.035
3,500
107
3,500
37
$
0.024
25,000
27
$
128,932
$
31,041
$
103,533
$
28,540