UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
FORM 10-K
———————
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2021
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ANVI GLOBAL HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 333-188648 | 33-1226144 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation or Organization) | File Number) | Identification No.) |
Address of Principal Executive Office: 1135 Kildaire Farm Rd., Suite 319-4, Cary, NC 27511
Registrant’s telephone number, including area code: (408) 821-4491
| Securities registered pursuant to Section 12(b) of the Act: None | ||
|
Securities registered pursuant to Section 12(g) of the Act: None
| ||
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No | ||
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. þ Yes ¨ No | ||
| 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. þ Yes ¨ No |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. |
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer þ | Smaller reporting company þ |
| Emerging growth company ¨ |
| If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨ | |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No | |
| As of May 27, 2021, the registrant had 119,950,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of May 27, 2021. | |
INDEX
| PAGE | ||
| PART I | ||
| Item 1. | Business. | 1 |
| Item 1A. | Risk Factors. | 2 |
| Item 1B. | Unresolved Staff Comments. | 2 |
| Item 2. | Properties. | 2 |
| Item 3. | Legal Proceedings. | 3 |
| Item 4. | Mine Safety Disclosures. | 3 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities. | 4 |
| Item 6. | [Reserved] | 4 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 5 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 6 |
| Item 8. | Financial Statements and Supplementary Data. | 7 |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 18 |
| Item 9A. | Controls and Procedures. | 18 |
| Item 9B. | Other Information. | 19 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 20 |
| Item 11. | Executive Compensation. | 21 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 21 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 22 |
| Item 14. | Principal Accountant Fees and Services. | 22 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules. | 23 |
| Item 16. | Form 10-K Summary. | 23 |
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. Throughout this Report, references to “we,” “us” “the Company,” “the Registrant,” etc., all refer to Anvi Global Holdings, Inc.
Anvi Global Holdings, Inc. was incorporated in the State of Nevada on August 15, 2012 and established a fiscal year end of February 28. We formed the Company to commence operations in the business of selling crepes; however, we abandoned that business when control of the Company was sold by Tatiana Fumioka, on May 6, 2014. As a result, we are now controlled by Rama Mohan R. Busa, the principal shareholder and sole officer and director.
On May 24, 2018, as reported in a Form 8-K filed that same day, we entered into a Memorandum Of Business Association (“MOA”) with Team Universal Infratech Pvt. Ltd (“TUI”), pursuant to which TUI, a 12-year old Indian infrastructure development company based in Hyderabad, agreed to enter into a Joint Venture (the “JV”) with the Registrant, to execute the projects TUI is currently holding (as mentioned below), and also which may include TUI’s future projects which are in the pipeline. The Registrant and TUI have agreed and proposed to create a legally valid joint venture entity (JV), with the Registrant having majority control of the JV stock and control of all operations of the specified projects which are executed pursuant to the JV.
The basic terms of the MOA are as follows:
TUI was awarded and currently holds the contract by the Airport Authority of India, an Indian Government organization, to construct a 400 meter (approximately 440 yards) long and 120 meter (approximately 130 yards) wide apron for aircraft and related pavement, at the CCC International Airport in Lucknow, India (the “First Project”).
TUI was also awarded and currently holds the contract by the National Highway authority of India, an Indian Government organization to construct NH-24, a 4-lane bypass starting from km 479.500 of NH 24 and terminating at km 17.600 of MDR- 77C (bypass chainage from km 64.900/64.380 to km 79.516/79.000 total length 14.618 kilometers—approximately 9.14 miles) in the State of Uttar Pradesh, India under NHDP Phase-VII on EPC Mode.
The total cost of the proposed projects is estimated at $58 million, and the investment for the successful completion of the project(s) is estimated to be $12+ Million.
TUI and Registrant propose to jointly execute the specified projects under a legally constituted (JV). TUI, with its expertise and experience in the field, will be responsible for operations by providing technology, technical teams, deployment of equipment and skilled manpower. The Registrant is responsible to provide the capital expenditures and operating expenses required from now on, which is estimated to be approximately $6.00 Million for successful completion of the specified projects.
TUI has already invested its share, which is approximately $6+ millions, through various heads-like acquisitions of the project(s), including the open tender process by the respective government bodies, earnest money deposits, performance guarantees, bank guarantees, deployment of equipment, technical teams, preparation of camp office, etc.
| 1 |
The Registrant’s responsibility is to raise approximately $6 Million in two phases: $3 million within sixty days and the remaining $3 Million within 120 days from the date of this MOA. However, on February 14, 2019, the date by which the Registrant is required to raise these funds was extended by mutual agreement for nine months, to November 14, 2019. To date, the Registrant has not raised any of the funds required by the MOA.
Assuming that the Registrant secures the required funding within the above time frames, which it intends to do in a debt offering, TUI will transfer the specified projects pursuant to subcontracts with the JV, to be legally created by both parties at that time, and the Registrant will then own small majority of the JV.
Assuming that the Registrant raises the required funds within the specified time, the Registrant believes that it will realize revenues from Joint Venture to be legally created by both parties in which Registrant has majority stock and through which specified projects are executed and revenues are realized.
The MOA with TUI also includes future projects in the pipeline being awarded to TUI, for which the financial requirements are being estimated.
However, due to recent developments in economic conditions arisen by the Covid-19 pandemic, and the Indian Government being the main client for the mentioned projects, we are expecting considerable delay in projects getting awarded to our association partner, Team Universal. As a result we are indefinitely putting a hold on the Joint Venture association and proceedings until further notice and will re-establish with new association terms in future.
Notwithstanding the risks, as part of the mining operations in African region, Registrant had received a sales advance of $137,910 in two deposits of $102,170 on 04-18-2019 and $35,740 on 05-29-2019 towards the supply of chromium ore from the unaffiliated South African-based company. It is intended that the agreement with the unaffiliated South African company will be signed, and the proposed sale of chromium ore will be completed, only if and when the regulatory hurdles have been resolved.
We advanced $87,000 respectively as $50,000 on 04-3-2019, $10,000 on 06-03-2019, and $27,000 on 06-04-2019 to Anvi Private, towards the operating expenses involved in procurement and logistics of supplying the ore to the unaffiliated South African company from which we had received sales advance. Anvi Private through its associates has completed the procurement and supply of Chromium ore to an unaffiliated South African-based company, and fulfilled the sale. Additional advances of $16,700 made during the fiscal year ended 02-29-20 totaling $103,700.
To enable wider reach to different markets, to increase visibility and demonstrate good corporate governance and to enhance investment opportunities, AGH has initiated listing process at Dutch Caribbean Securities Exchange (DCSX). In the process, on January 28, 2020, we received notice that the Dutch Securities Exchange certified that Anvi Global Holding, Inc. was admitted as a technical listing on the exchange’s facility as per April 5, 2019. The Company will be listed under the DCXS symbol ANVGH-US.
Exploring the future business opportunities
The management of the company is actively involved in pursuing new business opportunities in the business of mining and infrastructure in the country of Brazil, Africa and India. It is working on alliances/JV’s with the local partners in the respective countries and expecting the process of required statutory audits in relation to equity acquisitions or partnerships or work contracts may commence soon. However, the related companies of the management are already active in the respective countries.
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
We do not own any real estate or other properties.
| 2 |
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURE
None.
| 3 |
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares are quoted on the OTC Markets website under the symbol “ANVI”. However, there has been no trading of our common shares.
Trading in stocks quoted on the OTC Markets website is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Markets securities are not listed or traded on the floor of an organized national or regional stock exchange. OTC Markets issuers are predominantly smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of February 28, 2021, no shares of our common stock have traded.
Number of Holders
As of February 28, 2021, the 119,950,000 issued and outstanding shares of common stock were held by a total of 65 shareholders of record.
Dividends
We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
None.
| 4 |
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. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
The Company has incurred losses since inception resulting in an accumulated deficit of $1,370,796 as of February 28, 2021. 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, if and when we acquire any assets or a business. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Fiscal year ended February 28, 2021 compared to the fiscal year ended February 29, 2020
Revenue and Cost of Revenue
Notwithstanding the risks, as part of the mining operations in African region, the Company had received a sales advance of $137,910 in two deposits of $102,170 on 04-18-2019 and $35,740 on 05-29-2019 towards the supply of chromium ore from the unaffiliated South African-based company, which had been accounted for as deferred revenue. As of February 29, 2020, the Company was able to fulfill that sale and recognize the $137,910 as revenue. There was no revenue recognized for the year ended February 28, 2021.
In connection with our revenue earned for the year ended February 29, 2020, we incurred $103,700 for cost of revenue. There was no cost of revenue in the current year.
Operating Expenses
General and administrative expenses were $232,881 for the year ended February 28, 2021 compared to $252,622 for the year ended February 29, 2020, a decrease of $19,741 or 7.8%. In the current year, we incurred $144,000 of expense from our service agreement with Anvi Global Inc. (previously with Strategic-IT Group Inc) (Note 4), professional fees of $24,725, travel expense of $23,547 and other general expenses of $40,609. In the prior period, we incurred $144,000 of expense from our service agreement with Strategic-IT Group Inc., professional fees of $51,235 and other general expenses of $57,387. Our decrease in operating expense in the current year is primarily due to a decrease in legal fees.
Net Loss
Our net loss for the year ended February 28, 2021 was $232,881 compared to $218,412 for the year ended February 29, 2020.
Liquidity and Capital Resources
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the year ended February 28, 2021, net cash flows used in operating activities was $96,323 compared to $31,860 in the prior year.
Cash Flows from Financing Activities
We have financed our operations primarily from advances from our CEO. For the year ended February 28, 2021, we received $99,893 from our CEO compared to $31,800 in the prior year.
| 5 |
We are no longer a “shell,” as that term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934. However, we expect that working capital requirements, except for our requirement to provide the financing for the MOA with TUI described in Item 1, will continue to be funded through a combination of related party loans and issuances of securities for cash.
We have no lines of credit or other bank financing arrangements capital and generate revenues to meet long-term operating requirements. If and when we commence any operations, 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 do not currently engage in enough business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
| (i) | filing of Exchange Act reports, and | |
| (ii) | costs relating to developing our business plan |
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months, unless it is in connection with the acquisition of assets or a company, as to which there is no assurance.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual 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 February 28, 2021 and February 29, 2020 financial statements contains 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 assets and satisfy liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
| 6 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ANVI GLOBAL HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm | 8 |
| Balance Sheets as of February 28, 2021 and February 29, 2020 (Restated) | 9 |
| Statements of Operations for the Years Ended February 28, 2021 and February 29, 2020 (Restated) | 10 |
| Statements of Stockholders’ Deficit for the years ended February 28, 2021 and February 29, 2020 (Restated) | 11 |
| Statements of Cash Flows for the Years Ended February 28, 2021 and February 29, 2020 (Restated) | 12 |
| Notes to the Financial Statements | 13 |
| 7 |
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors & Stockholders’
Anvi Global Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Anvi Global Holdings, Inc. as of February 28, 2021 and February 29, 2020 (restated) and the related statements of operations, changes in stockholder’s deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2021 and February 29, 2020 (restated) and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As described further in Note #3 to the financial statements, the Company has incurred losses year over year and expects to incur additional losses in the future.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:
We reviewed the Company’s working capital and liquidity ratios and forecasted revenue, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are 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.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2017.
Seattle, Washington
June 5, 2021
| 8 |
BALANCE SHEETS
| February 28, 2021 | February 29, 2020 | |||||||
| (Restated) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 4,063 | $ | 493 | ||||
| Prepaids | 11,667 | 10,000 | ||||||
| Total Current Assets | 15,730 | 10,493 | ||||||
| Total Assets | $ | 15,730 | $ | 10,493 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 34,098 | $ | 39,873 | ||||
| Accounts payable - related party | 72,000 | — | ||||||
| Accrued liabilities - related party | 900,000 | 828,000 | ||||||
| Due to an officer | 321,458 | 221,565 | ||||||
| Total current | 1,327,556 | 1,089,438 | ||||||
| Total Liabilities | 1,327,556 | 1,089,438 | ||||||
| Stockholders' Deficit: | ||||||||
| Preferred stock, $0.001 par value; 50,000,000 shares authorized no shares issued and outstanding | — | — | ||||||
| Common stock, $0.001 par value; 500,000,000 shares authorized,119,950,000 shares issued and outstanding | 119,950 | 119,950 | ||||||
| Additional paid-in capital | (61,450 | ) | (61,450 | ) | ||||
| Accumulated deficit | (1,370,326 | ) | (1,137,445 | ) | ||||
| Total Stockholders’ Deficit | (1,311,826 | ) | (1,078,945 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 15,730 | $ | 10,493 | ||||
The accompanying notes are an integral part of these financial statements.
| 9 |
STATEMENTS OF OPERATIONS
For the Year Ended February 28, 2021 | For the Year Ended February 29, 2020 | |||||||
| (Restated) | ||||||||
| Revenue | $ | — | $ | 137,910 | ||||
| Cost of revenue | — | 103,700 | ||||||
| Gross margin | — | 34,210 | ||||||
| Operating Expenses: | ||||||||
| General & administrative expenses | 232.881 | 252,622 | ||||||
| Total operating expenses | 232,881 | 252,622 | ||||||
| Loss from operations | (232,881 | ) | (218,412 | ) | ||||
| Loss before income taxes | (232,881 | ) | (218,412 | ) | ||||
| Provision for income taxes | — | |||||||
| Net loss | $ | (232,881 | ) | $ | (218,412 | ) | ||
| Basic & diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares, basic & diluted | 119,950,000 | 119,950,000 | ||||||
The accompanying notes are an integral part of these financial statements.
| 10 |
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
| Additional | ||||||||||||||||||||
| Common Stock | Paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, February 28, 2019 | 119,950,000 | $ | 119,950 | $ | (61,450 | ) | $ | (919,033 | ) | $ | (860,533 | ) | ||||||||
| Net Loss (Restated) | — | — | — | (218,412 | ) | (218,412 | ) | |||||||||||||
| Balance, February 29, 2020 (Restated) | 119,950,000 | 119,950 | (61,450 | ) | (1,137,445 | ) | (1,078,945 | ) | ||||||||||||
| Net Loss | — | — | — | (232,881 | ) | (232,881 | ) | |||||||||||||
| Balance, February 28, 2021 | 119,950,000 | $ | 119,950 | $ | (61,450 | ) | $ | (1,370,326 | ) | $ | (1,311,826 | ) | ||||||||
The accompanying notes are an integral part of these financial statements.
| 11 |
STATEMENTS OF CASH FLOWS
For the Year Ended February 28, 2021 | For the Year Ended February 29, 2020 | |||||||
| (Restated) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (232,881 | ) | $ | (218,412 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaids | (1,667 | ) | 12,500 | |||||
| Accounts payable | (5,775 | ) | 30,052 | |||||
| Accounts payable - related party | 72,000 | |||||||
| Accrued liabilities - related party | 72,000 | 144,000 | ||||||
| Net cash used in operating activities | (96,323 | ) | (31,860 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advances from an officer | 99,893 | 31,800 | ||||||
| Net cash provided by financing activities | 99,893 | 31,800 | ||||||
| Net decrease in cash | 3,570 | (60 | ) | |||||
| Cash, beginning of year | 493 | 553 | ||||||
| Cash, end of year | $ | 4,063 | $ | 493 | ||||
| Supplemental Disclosures: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes paid | $ | — | $ | — | ||||
The accompanying notes are an integral part of these restated financial statements.
| 12 |
NOTES TO RESTATED FINANCIAL STATEMENTS
FEBRUARY 28, 2021
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Anvi Global Holdings, Inc., (the “Company” “AGH”) was incorporated under the laws of the State of Nevada on August 15, 2012 and was initially intended to sell crepes in Czech Republic. That proposed business was abandoned when a change of control of the Company was effected May 6, 2014.
On April 30, 2014, Tatiana Fumioka (the “Seller”), entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Seller agreed to sell to Mr. Rama Mohan R. Busa (the “Purchaser”), with his principal place of business in Cary, NC, the 72,000,000 shares of common stock of the Company owned by Ms. Fumioka, constituting approximately 75.83% of the Company’s outstanding common stock at that time, to be transferred to the name of Mr. Rama Mohan R. Busa, for $375,000. The sale was consummated on May 6, 2014. As a result of the sale, there was a change of control of the Registrant. This was a private transaction between the Seller and Purchaser, and no new shares of the Company were sold or issued.
On September 27, 2017 the Company changed its name from Vetro Inc. to Anvi Global Holdings, Inc. On November 21, 2017, FINRA approved the new symbol ANVI, and a 9-for-1 forward split of the Company’s common shares. The Company’s corporate office is at 1135 Kildaire Farm Rd., Suite 319-4, Cary, NC 27511.
As reported in a Form 8-K filed with the SEC on May 24, 2018, the Company entered into a Memorandum of Business Association (“MOA”) with Team Universal Infratech Pvt. Ltd (“TUI”), pursuant to which TUI, a 12-year old Indian infrastructure development company based in Hyderabad, agreed to enter into a Joint Venture (the “JV”) with the Registrant, to execute certain projects TUI is currently holding, and also which may include TUI’s future projects which are in the pipeline. The Company and TUI have agreed and proposed to create a legally valid joint venture entity (JV), with the Company having majority control of the JV stock and control of all operations of the specified projects which are executed pursuant to the JV. Because of the signing of that MOA, the Company also announced that it was no longer a “shell,” as that term is defined in the SEC’s Rule 12b-2.
The Company’s obligation under the MOA is to raise $6,000,000 within 60 days of the signing of the MOA; however, on February 14, 2019, the date by which the Registrant was required to raise these funds, the date was extended by mutual agreement for nine months, to November 14, 2019. To date, the Company has not raised any of the funds required by the MOA. However, due to recent developments in economic conditions arisen by the Covid-19 pandemic, we are expecting considerable delays and are planning to re-establish the proceedings with new association terms.
To enable wider reach to different markets, to increase visibility and demonstrate good corporate governance and to enhance investment opportunities, AGH has initiated a listing process at Dutch Caribbean Securities Exchange (DCSX). On January 28, 2020, we received notice that the Dutch Securities Exchange certified that Anvi Global Holding, Inc. was admitted as a technical listing on the exchange’s facility as per April 5, 2019. The Company will be listed under the DCXS symbol ANVGH-US.
Notwithstanding the risks, the registrant, through its affiliates, is exploring new business opportunities in mining operations in the country of Brazil. As of the date of filing, discussions are underway, and no documents have been signed.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
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Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were no cash equivalents for the years ended February 28, 2021 and February 29, 2020.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
| Level 1: | Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. |
| Level 2: | Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. |
| Level 3: | Level 3 inputs are unobservable inputs. |
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the balance sheets are reasonable approximations of their fair values.
The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.
Revenue recognition
The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019. The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
| · | Identification of a contract with a customer; | |
| · | Identification of the performance obligations in the contract; | |
| · | Determination of the transaction price; | |
| · | Allocation of the transaction price to the performance obligations in the contract; and | |
| · | Recognition of revenue when or as the performance obligations are satisfied. |
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.
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Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 29, 2020 and February 28, 2019, no liability for unrecognized tax benefits was required to be reported.
Stock-based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our financial statements.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares as of February 28, 2021 and February 29, 2020.
Recent Accounting Pronouncements
In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a material effect on its financial statements.
On January 1, 2020 the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU eliminates Step 2 of the goodwill impairment test and the qualitative assessment for any reporting unit with a zero or negative carrying amount. The ASU also requires an entity to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount. The adoption did not have an impact on the Company’s financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated a deficit of $1,370,326 as of February 28, 2021, had a net loss of $232,881 and used $96,323 of cash in operations. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The restated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
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The Company has discussed ways in order to mitigate conditions or events that may raise substantial doubt about its ability to continue as a going concern, there are no assurances that any of these measures will successfully mitigate or be effective at all. (1) The Company shall pursue financing plans to raise funds to judiciously spend towards operational expenses, (2) The Company shall continue to employ low cost measures to operate its business and analyze any unnecessary cost or expense, (3) The Company will seek to avoid unnecessary expenditures, travel, and lodging costs that are not mission critical to its business.
NOTE 4 – PREPAID TRANSACTIONS
As of February 28, 2021, the Company has $11,667 of prepaid expenses which is being amortized over the next ten months for OTC Market’s annual fee.
As of February 29, 2020, the Company has $10,000 of prepaid expenses which is being amortized over the next ten months for OTC Market’s annual fee.
NOTE 5 - RELATED PARTY TRANSACTIONS
On May 28, 2014, the Company executed a service agreement with Strategic-IT Group Inc. Strategic-IT Group Inc. is owned and operated by Rama Mohan R. Busa, CEO. Services to be provided at $12,000 a month include, but are not limited to, providing office space, IT and related services, business consulting, and investor relations. On July 27, 2020, the service agreement was assigned to Anvi Global Inc (a company owned by the CEO). As of February 28, 2021, and February 29, 2020, the Company has an accrued, unpaid balance due of $900,000 and $828,000, respectively.
On July 27, 2020, Strategic-IT Group Inc., assigned their service agreement with the Company to Anvi Global, Inc. All terms under the original agreement remain the same. Anvi Global, Inc. is owned by the CEO. As of February 28, 2021, the Company has accounts payable due to Anvi Global, Inc. of $72,000.
Since 2018 Rama Mohan R. Busa, CEO, has advanced funds to the Company from his personal account and related companies. The advances are to pay for operating expenses, are unsecured, non-interest bearing and due on demand. As of February 28, 2021 and February 29, 2020, the balance due was $321,458 and $221,565, respectively.
NOTE 6 – INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.
Net deferred tax assets consist of the following components as of:
February 28, 2021 | February 29, 2020 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | 49,000 | $ | 45,900 | ||||
| Less: valuation allowance | (49,000 | ) | (45,900 | ) | ||||
| Net provision for Federal income taxes | $ | — | $ | — | ||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the fiscal years ending, due to the following:
February 28, 2021 | February 29, 2020 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | (288,000 | ) | $ | (239,000 | ) | ||
| Less: valuation allowance | 288,000 | 239,000 | ||||||
| Net deferred tax asset | $ | — | $ | — | ||||
| 16 |
At February 28, 2021, the Company had net operating loss carry forwards of approximately $288,000 that may be offset against future taxable income from the year 2021 to 2040. No tax benefit has been reported in the February 28, 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.
NOTE 7 – RESTATEMENT
Per ASC 250-10 Accounting Changes and Error Corrections, the February 29, 2020 financial statements are being restated to account for an invoice that was not recorded into accounts payable as of February 29, 2020.
The following table summarizes changes made to the February 29, 2020 balance sheet.
| February 29, 2020 | ||||||||||||
| Balance Sheet: | As Reported | Adjustment | As Restated | |||||||||
| Cash | $ | 493 | $ | — | $ | 493 | ||||||
| Prepaids | 10,000 | — | 10,000 | |||||||||
| Total assets | $ | 10,493 | $ | — | $ | 10,493 | ||||||
| Accounts payable | $ | 21,733 | $ | 18,140 | $ | 39,873 | ||||||
| Accrued liabilities, related party | 828,000 | — | 828,000 | |||||||||
| Due to an officer | 221,565 | — | 221,565 | |||||||||
| Total liabilities | 1,071,298 | 18,140 | 1,089,438 | |||||||||
| Common stock | 119,950 | — | 119,950 | |||||||||
| Additional paid-in capital | (61,450 | ) | — | (61,450 | ) | |||||||
| Accumulated deficit | (1,119,305 | ) | (18,140 | ) | (1,137,445 | ) | ||||||
| Total Stockholders’ Equity | (1,060,805 | ) | (18,140 | ) | (1,078,945 | ) | ||||||
| Total liabilities and stockholders’ equity | $ | 10,493 | $ | — | $ | 10,493 | ||||||
The following table summarizes changes made to the year ended February 29, 2020 Statement of Operations.
| For the year ended February 29, 2020 | ||||||||||||
| As Reported | Adjustment | As Restated | ||||||||||
| Revenue | $ | 137,910 | $ | — | $ | 137,910 | ||||||
| Cost of revenue | 103,700 | — | 103,700 | |||||||||
| Gross margin | 34,210 | — | 34,210 | |||||||||
| Operating expenses | 234,482 | 18,410 | 252,622 | |||||||||
| Net Loss | $ | (200,272 | ) | $ | 18,410 | $ | (218,412 | ) | ||||
NOTE 8 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the restated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following:
Subsequent to February 28, 2021, Mr. Busa loaned the Company $14,000 for general operating expenses.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer who also acts as our Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer concluded that, as of February 28, 2021, these disclosure controls and procedures were not effective.
Management’s Annual Report on Internal Control over Financial Reporting
The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management including its CEO & CFO, company conducted its evaluation of the effectiveness of the Company’s internal control over financial reporting as of February 28, 2021, using the criteria established in the 2013 “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or 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. The Company has yet to assess and establish effective internal control over financial reporting as of February 28, 2021, and as such, there might exist control deficiencies that in turn might have constituted and lead to material weaknesses, as described below, which list is not exhaustive but is intended to be illustrative to indicate such weaknesses. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Controls over Financial Reporting
Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the fourth quarter of the year ended February 28, 2021.
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Attestation Report of Independent Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
None.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officer and director is set forth below:
| Name and Address of Executive Officer and/or Director | Age | Position | ||
|
Rama Mohan R. Busa 1135 Kildaire Farm Rd. Suite 319-4, Cary NC 27511 |
56 | CEO, CFO and sole Director |
RAMA MOHAN R BUSA has been the Company’s CEO, CFO and sole Director since May 5, 2014. Mr. Busa graduated in Sciences from SV University, India in 1989. Thereafter he obtained an International Diploma in Computer Programming & Applications from NCC, UK (Indian affiliate) in 1990. He is a deeply accomplished and results-driven delivery entrepreneur. Since the year 1992, Rama Mohan R. Busa has been in the business of Information Technology and its related businesses. His industry experience includes global risk assessment, identifying sectors & opportunities within, creating networks, establishing relationships and international trade development & retailing. Mr. Busa is experienced in combining both his theoretical and practical acumen to solve business problems. In 2012, he ventured into the mining business and all associated activities linked to mining, such as extraction, excavation, processing, refining, grading, and carrying global trading of mined ores or metals, or other products or bi-products. He is currently the principal shareholder and controlling officer of ANVI Private. As the Registrant’s sole officer and director, Mr. Busa intends to devote such time as is required for the Registrant’s business and its operations as needed.
During the past ten years, Mr. Busa has not been the subject to any of the following events:
| 1. | Any bankruptcy petition filed by or against any business of which Mr. Busa was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. | |
| 2. | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. | |
| 3. | An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Busa’s involvement in any type of business, securities or banking activities. | |
| 4. | Any finding by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. | |
| 5. | 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 to engage in any securities activity, or to be associated with persons engaged in any such activity; | |
| 6. | Any finding by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; | |
| 7. | Any 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: |
| i. | Any Federal or State securities or commodities law or regulation; or |
| 20 |
| ii. | 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 | ||
| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Any subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
ITEM 11. EXECUTIVE COMPENSATION.
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period in the fiscal years ended February 28, 2021 and February 29, 2020:
Summary Compensation Table
| Name and Principal Position | Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||||||
| Rama Mohan R. Busa | 2021 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
| 2020 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||||
There are no current employment agreements between the Company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
As of February 28, 2021, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides certain information regarding the ownership of our common stock, as of February 28, 2021 and as of the date of the filing of this annual report by:
| · | each of our executive officers; | ||
| · | each director; | ||
| · | each person known to us to own more than 5% of our outstanding common stock; and | ||
| · | all of our executive officers and directors and as a group. |
| Title of Class | Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage | ||||
| Directors and named Executive Officers | |||||||
| Common Stock |
Rama Mohan R. Busa 1135 Kildaire Farm Rd, Suite 319-4 Cary, NC 27511 |
83,478,042 shares of common stock (1) | 69.60% | ||||
| All officers and directors (1 person) | 83,478,042 shares of common stock (1) | 69.60% | |||||
| Beneficial Owners of 5% or more | |||||||
| Common Stock |
Dushyant Reddy Chavva Plot 242/B Rd #76, Jubilee Hills, Telangana, Hyderabad, India |
12,810,000 shares of common stock | 10.68% | ||||
———————
| (1) | Includes 11,478,042 shares owned by Anvi Global, Inc., a privately-owned company of which Rama Mohan R. Busa is the majority shareholder and CEO. |
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The percent of class is based on 119,950,000 shares of common stock issued and outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
On May 28, 2014, the Company executed a service agreement with Strategic-IT Group Inc. Strategic-IT Group Inc. is owned and operated by Rama Mohan R. Busa, CEO. Services to be provided at $12,000 a month include, but are not limited to, providing office space, IT and related services, business consulting, and investor relations. On July 27, 2020, the service agreement was assigned to Anvi Global Inc (a company owned by the CEO). As of February 28, 2021, and February 29, 2020, the Company has an accrued, unpaid balance due of $900,000 and $828,000, respectively.
On July 27, 2020, Strategic-IT Group Inc., assigned their service agreement with the Company to Anvi Global, Inc. All terms under the original agreement remain the same. Anvi Global, Inc. is owned by the CEO. As of February 28, 2021, the Company has accounts payable due to Anvi Global, Inc. of $72,000.
Since 2018 Rama Mohan R. Busa, CEO, has advanced funds to the Company from his personal account and related companies. The advances are to pay for operating expenses, are unsecured, non-interest bearing and due on demand. As of February 28, 2021and February 29, 2020, the balance due was $321,458 and $221,565, respectively.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES.
During fiscal years ended February 28, 2021 and February 29, 2020, we incurred $13,100 and $12,250 in fees, respectively, from our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Annual Report.
Exhibits:
| Exhibit | Exhibit Description | Filed herewith |
Form | Period ending |
Exhibit | Filing date |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101.INS | XBRL Instance Document | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Definition | X |
None.
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In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 8, 2021
| ANVI GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Rama Mohan R. Busa | |
|
Rama Mohan R. Busa Chief Executive Officer and Chief Financial Officer | ||
24
Exhibit 31.1
CERTIFICATION
I, Rama Mohan R. Busa, Chief Executive Officer and Chief Financial Officer of ANVI GLOBAL HOLDINGS, INC., certify that:
1. I have reviewed this Annual Report on Form 10-K of ANVI GLOBAL HOLDINGS, INC.;
2. Based on my knowledge, this report does not contain any untrue statement of 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. 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 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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;
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. I have disclosed, based on my 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: June 8, 2021
/s/ Rama Mohan R. Busa
Rama Mohan R. Busa,
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
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 ANVI GLOBAL HOLDINGS, INC. (the "Company") on Form 10-K for the period ended February 28, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
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.
Date: June 8, 2021
Rama Mohan R. Busa
Rama Mohan R. Busa
Chief Executive Officer and
Chief Financial Officer
Document and Entity Information - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
May 27, 2021 |
|
| Document And Entity Information | ||
| Entity Registrant Name | ANVI GLOBAL HOLDINGS, INC. | |
| Entity Central Index Key | 0001570132 | |
| Document Type | 10-K | |
| Document Period End Date | Feb. 28, 2021 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --02-28 | |
| Entity a Well-known Seasoned Issuer | No | |
| Entity a Voluntary Filer | Yes | |
| Entity's Reporting Status Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Public Float | $ 0 | |
| Entity Common Stock, Shares Outstanding | 119,950,000 | |
| Document Fiscal Period Focus | FY | |
| Document Fiscal Year Focus | 2021 | |
| Entity Emerging Growth Company | false | |
| Entity Small Business | true | |
| Entity Interactive Data Current | Yes | |
| Entity Incorporation | NV | |
| Entity File Number | 333-188648 | |
| Entity a Shell Company | false |
BALANCE SHEETS - USD ($) |
Feb. 28, 2021 |
Feb. 29, 2020 |
|---|---|---|
| Current Assets: | ||
| Cash | $ 4,063 | $ 493 |
| Prepaids | 11,667 | 10,000 |
| Total Current Assets | 15,730 | 10,493 |
| Total Assets | 15,730 | 10,493 |
| Current Liabilities: | ||
| Accounts payable | 34,098 | 39,873 |
| Accounts payable - related party | 72,000 | |
| Accrued liabilities, related party | 900,000 | 828,000 |
| Due to an officer | 321,458 | 221,565 |
| Total current | 1,327,556 | 1,089,438 |
| Total Liabilities | 1,327,556 | 1,089,438 |
| Stockholders' Deficit: | ||
| Preferred stock, $0.001 par value; 50,000,000 shares authorized no shares issued and outstanding | ||
| Common stock, $0.001 par value; 500,000,000 shares authorized, 119,950,000 shares issued and outstanding | 119,950 | 119,950 |
| Additional paid-in capital | (61,450) | (61,450) |
| Accumulated deficit | (1,370,326) | (1,137,445) |
| Total Stockholders' Deficit | (1,311,826) | (1,078,945) |
| Total Liabilities and Stockholders' Deficit | $ 15,730 | $ 10,493 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Feb. 29, 2020 |
Feb. 28, 2019 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, authorized | 50,000,000 | 50,000,000 |
| Preferred stock, issued | ||
| Preferred stock, outstanding | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, authorized | 500,000,000 | 500,000,000 |
| Common stock, issued | 119,950,000 | 119,950,000 |
| Common stock, outstanding | 119,950,000 | 119,950,000 |
STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
|
| Income Statement [Abstract] | ||
| Revenue | $ 137,910 | |
| Cost of revenue | 103,700 | |
| Gross margin | 34,210 | |
| Operating Expenses: | ||
| General & administrative expenses | 232,881 | 252,622 |
| Total operating expenses | 232,881 | 252,622 |
| Loss from operations | (232,881) | (218,412) |
| Loss before income taxes | (232,881) | (218,412) |
| Provision for income taxes | ||
| Net loss | $ (232,881) | $ (218,412) |
| Basic & diluted loss per share | $ (0.00) | $ (0.00) |
| Weighted average shares, basic & diluted | 119,950,000 | 119,950,000 |
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) |
Common Stock [Member] |
Additional Paid in Capital [Member] |
Accumulated Deficit [Member] |
Total |
|---|---|---|---|---|
| Balance at Feb. 28, 2019 | $ 119,950 | $ (61,450) | $ (919,033) | $ (860,533) |
| Balance (in shares) at Feb. 28, 2019 | 119,950,000 | |||
| Net Loss | (218,412) | (218,412) | ||
| Balance at Feb. 29, 2020 | $ 119,950 | (61,450) | (1,137,445) | (1,078,945) |
| Balance (in shares) at Feb. 29, 2020 | 119,950,000 | |||
| Net Loss | (232,881) | (232,881) | ||
| Balance at Feb. 28, 2021 | $ 119,950 | $ (61,450) | $ (1,370,326) | $ (1,311,826) |
| Balance (in shares) at Feb. 28, 2021 | 119,950,000 |
STATEMENTS OF CASH FLOWS - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (232,881) | $ (218,412) |
| Changes in assets and liabilities: | ||
| Prepaids | (1,667) | 12,500 |
| Accounts payable | (5,775) | 30,052 |
| Accounts payable - related party | 72,000 | |
| Accrued liabilities, related party | 72,000 | 144,000 |
| Net cash used in operating activities | (96,323) | (31,860) |
| Cash flows from financing activities: | ||
| Advances from an officer | 99,893 | 31,800 |
| Net cash provided by financing activities | 99,893 | 31,800 |
| Net decrease in cash | 3,570 | (60) |
| Cash, beginning of year | 493 | 553 |
| Cash, end of year | 4,063 | 493 |
| Supplemental Disclosures: | ||
| Interest paid | ||
| Income taxes paid | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS |
12 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Anvi Global Holdings, Inc., (the “Company” “AGH”) was incorporated under the laws of the State of Nevada on August 15, 2012 and was initially intended to sell crepes in Czech Republic. That proposed business was abandoned when a change of control of the Company was effected May 6, 2014.
On April 30, 2014, Tatiana Fumioka (the “Seller”), entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Seller agreed to sell to Mr. Rama Mohan R. Busa (the “Purchaser”), with his principal place of business in Cary, NC, the 72,000,000 shares of common stock of the Company owned by Ms. Fumioka, constituting approximately 75.83% of the Company’s outstanding common stock at that time, to be transferred to the name of Mr. Rama Mohan R. Busa, for $375,000. The sale was consummated on May 6, 2014. As a result of the sale, there was a change of control of the Registrant. This was a private transaction between the Seller and Purchaser, and no new shares of the Company were sold or issued.
On September 27, 2017 the Company changed its name from Vetro Inc. to Anvi Global Holdings, Inc. On November 21, 2017, FINRA approved the new symbol ANVI, and a 9-for-1 forward split of the Company’s common shares. The Company’s corporate office is at 1135 Kildaire Farm Rd., Suite 319-4, Cary, NC 27511.
As reported in a Form 8-K filed with the SEC on May 24, 2018, the Company entered into a Memorandum of Business Association (“MOA”) with Team Universal Infratech Pvt. Ltd (“TUI”), pursuant to which TUI, a 12-year old Indian infrastructure development company based in Hyderabad, agreed to enter into a Joint Venture (the “JV”) with the Registrant, to execute certain projects TUI is currently holding, and also which may include TUI’s future projects which are in the pipeline. The Company and TUI have agreed and proposed to create a legally valid joint venture entity (JV), with the Company having majority control of the JV stock and control of all operations of the specified projects which are executed pursuant to the JV. Because of the signing of that MOA, the Company also announced that it was no longer a “shell,” as that term is defined in the SEC’s Rule 12b-2.
The Company’s obligation under the MOA is to raise $6,000,000 within 60 days of the signing of the MOA; however, on February 14, 2019, the date by which the Registrant was required to raise these funds, the date was extended by mutual agreement for nine months, to November 14, 2019. To date, the Company has not raised any of the funds required by the MOA. However, due to recent developments in economic conditions arisen by the Covid-19 pandemic, we are expecting considerable delays and are planning to re-establish the proceedings with new association terms.
To enable wider reach to different markets, to increase visibility and demonstrate good corporate governance and to enhance investment opportunities, AGH has initiated a listing process at Dutch Caribbean Securities Exchange (DCSX). On January 28, 2020, we received notice that the Dutch Securities Exchange certified that Anvi Global Holding, Inc. was admitted as a technical listing on the exchange’s facility as per April 5, 2019. The Company will be listed under the DCXS symbol ANVGH-US.
Notwithstanding the risks, the registrant, through its affiliates, is exploring new business opportunities in mining operations in the country of Brazil. As of the date of filing, discussions are underway, and no documents have been signed.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||
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Feb. 28, 2021 | ||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were no cash equivalents for the years ended February 28, 2021 and February 29, 2020.
Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the balance sheets are reasonable approximations of their fair values.
The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.
Revenue recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019. The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 29, 2020 and February 28, 2019, no liability for unrecognized tax benefits was required to be reported.
Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our financial statements.
Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares as of February 28, 2021 and February 29, 2020.
Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 28, 2021, and February 29, 2020, no liability for unrecognized tax benefits was required to be reported.
Recent Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a material effect on its financial statements.
On January 1, 2020 the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU eliminates Step 2 of the goodwill impairment test and the qualitative assessment for any reporting unit with a zero or negative carrying amount. The ASU also requires an entity to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount. The adoption did not have an impact on the Company’s financial statements.
|
GOING CONCERN |
12 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated a deficit of $1,370,326 as of February 28, 2021, had a net loss of $232,881 and used $96,323 of cash in operations. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The restated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
The Company has discussed ways in order to mitigate conditions or events that may raise substantial doubt about its ability to continue as a going concern, there are no assurances that any of these measures will successfully mitigate or be effective at all. (1) The Company shall pursue financing plans to raise funds to judiciously spend towards operational expenses, (2) The Company shall continue to employ low cost measures to operate its business and analyze any unnecessary cost or expense, (3) The Company will seek to avoid unnecessary expenditures, travel, and lodging costs that are not mission critical to its business.
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PREPAID TRANSACTIONS |
12 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Prepaid Transactions | |
| PREPAID TRANSACTIONS | NOTE 4 – PREPAID TRANSACTIONS
As of February 28, 2021, the Company has $11,667 of prepaid expenses which is being amortized over the next ten months for OTC Market’s annual fee.
As of February 29, 2020, the Company has $10,000 of prepaid expenses which is being amortized over the next ten months for OTC Market’s annual fee.
|
RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS
On May 28, 2014, the Company executed a service agreement with Strategic-IT Group Inc. Strategic-IT Group Inc. is owned and operated by Rama Mohan R. Busa, CEO. Services to be provided at $12,000 a month include, but are not limited to, providing office space, IT and related services, business consulting, and investor relations. On July 27, 2020, the service agreement was assigned to Anvi Global Inc (a company owned by the CEO). As of February 28, 2021, and February 29, 2020, the Company has an accrued, unpaid balance due of $900,000 and $828,000, respectively.
On July 27, 2020, Strategic-IT Group Inc., assigned their service agreement with the Company to Anvi Global, Inc. All terms under the original agreement remain the same. Anvi Global, Inc. is owned by the CEO. As of February 28, 2021, the Company has accounts payable due to Anvi Global, Inc. of $72,000.
Since 2018 Rama Mohan R. Busa, CEO, has advanced funds to the Company from his personal account and related companies. The advances are to pay for operating expenses, are unsecured, non-interest bearing and due on demand. As of February 28, 2021and February 29, 2020, the balance due was $321,458 and $221,565, respectively.
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INCOME TAXES |
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Feb. 28, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 6 – INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.
Net deferred tax assets consist of the following components as of:
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the fiscal years ending, due to the following:
At February 28, 2021, the Company had net operating loss carry forwards of approximately $288,000 that may be offset against future taxable income from the year 2021 to 2040. No tax benefit has been reported in the February 28, 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.
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RESTATEMENT |
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| Accounting Changes and Error Corrections [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RESTATEMENT | NOTE 7 – RESTATEMENT
Per ASC 250-10 Accounting Changes and Error Corrections, the February 29, 2020 financial statements are being restated to account for an invoice that was not recorded into accounts payable as of February 29, 2020.
The following table summarizes changes made to the February 29, 2020 balance sheet.
The following table summarizes changes made to the year ended February 29, 2020 Statement of Operations.
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SUBSEQUENT EVENTS |
12 Months Ended |
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Feb. 28, 2021 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the restated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following:
Subsequent to February 28, 2021, Mr. Busa loaned the Company $14,000 for general operating expenses.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Feb. 28, 2021 | ||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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| 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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
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| Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
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| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were no cash equivalents for the years ended February 28, 2021 and February 29, 2020.
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the balance sheets are reasonable approximations of their fair values.
The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.
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| Revenue recognition | Revenue recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019. The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.
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| Income taxes | ncome taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 29, 2020 and February 28, 2019, no liability for unrecognized tax benefits was required to be reported.
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| Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our financial statements.
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| Net income (loss) per common share | Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares as of February 28, 2021 and February 29, 2020.
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a material effect on its financial statements.
On January 1, 2020 the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU eliminates Step 2 of the goodwill impairment test and the qualitative assessment for any reporting unit with a zero or negative carrying amount. The ASU also requires an entity to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount. The adoption did not have an impact on the Company’s financial statements.
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INCOME TAXES (Tables) |
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Feb. 28, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Net Deferred Tax Asset | Net deferred tax assets consist of the following components as of:
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| Schedule of Provision for Federal Income Taxes | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the fiscal years ending, due to the following:
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RESTATEMENT (Tables) |
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| Accounting Changes and Error Corrections [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Impact of Restatement | The following table summarizes changes made to the February 29, 2020 balance sheet.
The following table summarizes changes made to the year ended February 29, 2020 Statement of Operations.
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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - USD ($) |
Oct. 15, 2018 |
Nov. 21, 2017 |
May 06, 2014 |
|---|---|---|---|
| Stock split | 9-for-1 forward split | ||
| Funds needed to raise under MOA | $ 6,000,000 | ||
| MOA obligation description | The Company’s obligation under the MOA is to raise $6,000,000 within 60 days of the signing of the MOA; however, on February 14, 2019, the date by which the Registrant was required to raise these funds, the date was extended by mutual agreement for nine months, to November 14, 2019. To date, the Company has not raised any of the funds required by the MOA. | ||
| Mr. Rama Mohan R Busa [Member] | |||
| Shares of common stock sold | 72,000,000 | ||
| Ownership percentage sold | 75.83% | ||
| Value of common stock sold | $ 375,000 |
GOING CONCERN (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Accumulated deficit | $ 1,370,326 | $ 1,137,445 |
| Net loss | 232,881 | 218,412 |
| Net cash used in operating activities | $ 96,323 | $ 31,860 |
PREPAID TRANSACTIONS (Details Narrative) - USD ($) |
Feb. 28, 2021 |
Feb. 29, 2020 |
|---|---|---|
| Prepaid expenses | $ 11,667 | $ 10,000 |
| OTC Market Annual Fee [Member] | ||
| Prepaid expenses | $ 11,667 | $ 10,000 |
RELATED PARTY TRANSACTIONS (Details) - USD ($) |
May 28, 2014 |
May 04, 2021 |
Feb. 28, 2021 |
Feb. 29, 2020 |
|---|---|---|---|---|
| Loan from officer | $ 14,000 | $ 321,458 | $ 221,565 | |
| Accrued, unpaid balance | 900,000 | 828,000 | ||
| Accounts payable - related party | $ 72,000 | |||
| Service Agreement [Member] | Anvi Global, Inc. [Member] | ||||
| Monthly management and consulting fee | $ 12,000 |
INCOME TAXES (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
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| Federal income tax benefit attributable to: | ||
| Current Operations | $ 49,000 | $ 45,900 |
| Less: valuation allowance | (49,000) | (45,900) |
| Net provision for Federal income taxes | ||
INCOME TAXES (Details 1) - USD ($) |
Feb. 28, 2021 |
Feb. 29, 2020 |
|---|---|---|
| Deferred tax asset attributable to: | ||
| Net operating loss carryover | $ (288,000) | $ (239,000) |
| Less: valuation allowance | 288,000 | 239,000 |
| Net deferred tax asset |
INCOME TAXES (Details Narrative) |
12 Months Ended |
|---|---|
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Feb. 28, 2021
USD ($)
| |
| Operating Loss Carryforwards [Line Items] | |
| Federal income tax rate | 21.00% |
| Net operating loss carry forwards | $ 288,000 |
| Minimum [Member] | |
| Operating Loss Carryforwards [Line Items] | |
| Expiration date for NOL carry forwards | Dec. 31, 2021 |
| Maximum [Member] | |
| Operating Loss Carryforwards [Line Items] | |
| Expiration date for NOL carry forwards | Dec. 31, 2040 |
RESTATEMENT (Summary of Restatement Statement of Operations) (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
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| Revenue | $ 137,910 | |
| Cost of revenue | 103,700 | |
| Gross margin | 34,210 | |
| Total operating expenses | 232,881 | 252,622 |
| Net loss | $ (232,881) | (218,412) |
| As Reported [Member] | ||
| Revenue | 137,910 | |
| Cost of revenue | 103,700 | |
| Gross margin | 34,210 | |
| Total operating expenses | 234,482 | |
| Net loss | (200,272) | |
| Adjustments [Member] | ||
| Revenue | ||
| Cost of revenue | ||
| Gross margin | ||
| Total operating expenses | 18,410 | |
| Net loss | $ 18,410 | |
SUBSEQUENT EVENTS (Details Narrative) - USD ($) |
May 04, 2021 |
Feb. 28, 2021 |
Feb. 29, 2020 |
|---|---|---|---|
| Subsequent Events [Abstract] | |||
| Loan from related party | $ 14,000 | $ 321,458 | $ 221,565 |