10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JUNE 30, 2017

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 333-202841

ILLUMITRY CORP.

(Name of small business issuer in its charter)

Nevada	42-1771342
(State of incorporation)	(I.R.S. Employer Identification No.)

P.O. Box 2551

Carlsbad, CA 92018

(Address of principal executive offices)

(702) 751-2912

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[   ]	Accelerated filer	[   ]
Non-accelerated filer	[   ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]
		Emerging Growth Company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X]  No [   ]

As of September 25, 2017, there were 3,625,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

ILLUMITRY CORP.*

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1
ITEM 1.	CONDENSED FINANCIAL STATEMENTS AND NOTES	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	10
PART II. OTHER INFORMATION		12
ITEM 1.	LEGAL PROCEEDINGS	12
ITEM 1A.	RISK FACTORS	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
ITEM 5.	OTHER INFORMATION	12
ITEM 6.	EXHIBITS	13

PART I - FINANCIAL INFORMATION

ITEM 1. Condensed Financial Statements

ILLUMITRY CORP.
Condensed Balance Sheets
(unaudited)
		June 30,	December 31,
		2017	2016
ASSETS
Current assets
	Cash	$ 12,285	$ -
	Current assets - discontinued operations	-	6,502
	Total current assets	12,285	6,502
Non-current assets - discontinued operations		-	3,468
Total assets		$ 12,285	$ 9,970
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Notes payable to related party	$ 48,266	$ -
	Accrued expenses to related party	1,196	-
	Current liabilities - discontinued operations	-	24,000
Total current liabilities		49,462	24,000
Total liabilities		49,462	24,000
Stockholders' deficit
	Common stock, $0.001 par value, 75,000,000 shares authorized,3,625,000 shares issued, issuable and outstanding at June 30, 2017 and December 31, 2016, respectively	3,625	3,625
	Additional paid-in capital	41,602	11,707
	Accumulated deficit	(82,404)	(29,362)
Total stockholders' deficit		(37,177)	(14,030)
Total liabilities and stockholders' deficit		$ 12,285	9,970
See accompanying notes to unaudited condensed financial statements.

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ILLUMITRY CORP,
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016
REVENUES	$ -	$ -	$ -	$ -
Cost of goods sold	-	-	-	-
Gross profit	-	-	-	-
OPERATING EXPENSES
General and administrative expenses	29,385	-	48,119	-
TOTAL OPERATING EXPENSES	29,385	-	48,119	-
Other income (expense):
Interest expense	(1,196)	-	(1,558)	-
Total other income (expense)	(1,196)	-	(1,558)	-
Discontinued operations:
Income (loss) from discontinued operations	-	(2,717)	(3,365)	(10,963)
Net loss	$ (30,581)	$ (2,717)	$ (53,042)	$ (10,963)
Net Loss per share, basic and diluted	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.00)
Weighted Average Number of shares outstanding	3,625,000	3,625,000	3,625,000	3,481,044
See accompanying notes to unaudited condensed financial statements.

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ILLUMITRY CORP.
Condensed Statements of Cash Flows
For the Six Months Ended June 30, 2017 and 2016
(unaudited)
			Six Months Ended June 30,
			June 30, 2017	June 30, 2016
Cash flows from operating activities:
Net loss from continuing operations			$ (49,677)	$ -
Adjustments to reconcile net loss to net cash used in continuing operations:
	Accrued interest - related party		1,196	-
Net cash used in operating activities - continuing operations			(48,481)	-
Adjustments to reconcile net loss to net cash provided by discontinued operations:
	Net loss from discontinued operations		(3,365)	(10,963)
	Current assets		6,502	(55)
	Current liabilities		(5,895)	-
Net cash used in operating activities - discontinued operations			9,032	(11,018)
Net cash used for operating activities			(39,449)	(11,018)
Net cash used in investing activities—discontinued operations			3,468	-
Cash flows from financing activities - continuing operations:
	Proceeds from note payable - related party		48,266	-
Net cash provided by financing activities - continuing operations			48,266	-
Net cash provided by financing activities - discontinued operations			-	12,347
Net cash provided by financing activities			48,266	12,347
Net increase (decrease) in cash			12,285	1,329
Cash at beginning of period			-	176
Cash at end of period			$ 12,285	$ 1,505
Supplementary disclosures of non-cash financing transaction:
	Related party contribution to paid in capital		$ 29,895	$ -
		See accompanying notes to unaudited condensed financial statements.

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NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Illumitry Corp. (“the Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on October 17, 2014.

On February 7, 2017 (the date of the “Change of Control”), Jaeson Cayne (“Cayne”), on behalf of and as agent for PetsZX, Inc. has acquired control of Three Million (3,000,000) restricted shares of the Company’s issued and outstanding common stock, representing approximately 83% of the Company’s total issued and outstanding common stock, from Arusyak Sukiasyan (“Sukiasyan”), the former officer and director of the Company, in exchange for $315,000 per the terms of a Stock Purchase Agreement by and between Cayne and Sukiasyan.

On May 31, 2017, the Company entered into an agreement to acquire approximately 98.8% of the issued and outstanding shares of PetsZX, Inc., a company affiliated with Cayne.  This agreement was cancelled on September 1, 2017, pursuant to the terms of a Cancellation of Stock Purchase Agreement.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues and incurred losses as of June 30, 2017.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Due to these factors, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – BASIS OF PRESENTATION

The accompanying unaudited financial statements of Illumitry Corp. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended June 30, 2017 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2017. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended December 31, 2016 filed on March 10, 2017 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Use of Estimates

The timely preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Discontinued Operations

Due to the Change of Control, the operations of the Company prior to the date of the Change of Control are reflected on the financial statements as discontinued operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents of $12,285 and $3,463 as of June 30, 2017 and December 31, 2016, respectively.  As part of the settlement of debt with Sukiasyan, $500 of cash was netted against the outstanding balance due Sukiasyan on the date of the Change of Control.  See Note 4.

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Inventory

The Company had $0 and $2,755 in raw materials inventory as of June 30, 2017 and December 31, 2016, respectively.  As part of the settlement of debt with Sukiasyan, the inventory was netted against the outstanding balance due Sukiasyan on the date of the Change of Control.  See Note 4.

Income Taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2016, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition.” The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

Net Loss Per Share

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.  There were no potentially dilutive debt or equity instruments issued or outstanding as of June 30, 2017.

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Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 4 – RELATED PARTY TRANSACTIONS

At June 30, 2017 and December 31, 2016 the Company had loans payable to Mr. Sukiasyan, our former sole director of $0 and $24,000, respectively, pursuant to the verbal agreement. This loan was unsecured, non-interest bearing and due on demand.  The imputed interest on this note was deemed immaterial.  As part of the Change of Control, the balance $24,000 due to Mr. Sukiasyan was netted against various assets and netted a contribution of $29,895 resulting from the change in control which was recorded to additional paid-in capital.  See Notes 3, 5 and 6.

On January 5, 2017, the Company entered into a loan with Mr. Sukiasyan for up to $15,000, of which $12,507 was funded to the Company.  This loan was unsecured, non-interest bearing and due on demand.  The imputed interest was deemed immaterial.  As part of the Change of Control, the balance due of $12,507 was netted against various assets and netted a contribution of $29,895 which was recorded to additional paid-in capital.  See Notes 3, 5 and 6.

On February 9, 2017, the Company entered into a loan with the father of Collin McMullen, the sole officer and director of the Company, for $2,500.  The loan is unsecured, 10% interest, and is due on demand.   The Company entered into additional loan agreements on the same terms on the following dates and for the following amounts: February 16, 2017 for $26,526; March 17, 2017 for $1,700; May 9, 2017 for $1,850; May 25, 2017 for $4,685; and June 23, 2017 for $11,005.  See Note 6.

NOTE 5 – FIXED ASSETS

As of June 30, 2017, the Company had no fixed assets.  At December 31, 2016, prior to the change in control, the Company had net fixed assets of $3,468 which was composed of equipment and website $5,252 and accumulated depreciation of $1,784

NOTE 6 – NOTES PAYABLE

As of June 30, 2017, the Company had the following notes payable:

On February 9, 2017, the Company entered into a loan with the father of Collin McMullen, the sole officer and director of the Company, for $2,500.  The loan is unsecured, 10% interest, and is due on demand.   The Company entered into additional loan agreements on the same terms on the following dates and for the following amounts: February 16, 2017 for $26,526; March 17, 2017 for $1,700; May 9, 2017 for $1,850; May 25, 2017 for $4,685; and June 23, 2017 for $11,005.  The total principal and accrued interest on these notes as of June 30, 2017 was $48,226 and $1,196, respectively. See Note 4.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

During January 2016, the company issued a total of 50,000 common shares for cash contribution of $955 at $0.02 per share.

During February 2016, the company issued a total of 525,000 common shares for cash contribution of $10,392 at $0.02 per share.

During March 2016, the company issued a total of 25,000 common shares for cash contribution of $500 at $0.02 per share.

There were 3,625,000 shares of common stock issued and outstanding as of June 30, 2017.

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NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

NOTE 9 – SUBSEQUENT EVENTS

On May 31, 2017, the Company entered into an agreement to acquire approximately 98.8% of the issued and outstanding shares of PetsZX, Inc., a company affiliated with Cayne.  This agreement was cancelled on September 1, 2017, pursuant to the terms of a Cancellation of Stock Purchase Agreement.

NOTE 10 – RECLASSIFICATION OF DISCONTINUED OPERATIONS

We have reclassified certain prior-period amounts to conform to the current-year’s presentation.  The reclassifications relate to operations which have been discontinued as of the current period.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Overview

Illumitry Corp., was incorporated in the State of Nevada on October 17, 2014, and established a fiscal year end of December 31. We generated limited revenues, have minimal assets and have incurred losses since inception. We were formerly in cloth and fabric embroidery business in Armenia.

On February 7, 2017 (the date of the “Change of Control”), Jaeson Cayne (“Cayne”), acquired control of Three Million (3,000,000) restricted shares of the Company’s issued and outstanding common stock, representing approximately 83% of the Company’s total issued and outstanding common stock, from Arusyak Sukiasyan (“Sukiasyan”), the former officer and director of the Company, in exchange for $315,000 per the terms of a Stock Purchase Agreement by and between Cayne and Sukiasyan.  As a result of the Change I Control, the Company ceased its cloth and fabric embroidery business in Armenia.

On February 21, 2017, (i) Ms. Arusyak Sukiasyan resigned from all positions with the Company, including the sole member of the Company’s Board of Directors and the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer.  The resignation of Ms. Sukiasyan was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  On February 21, 2017, Mr. Collin McMullen was appointed to the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

On May 31, 2017, the Company entered into an agreement to acquire approximately 98.8% of the issued and outstanding shares of PetsZX, Inc., a company affiliated with Cayne.  This agreement was cancelled on September 1, 2017, pursuant to the terms of a Cancellation of Stock Purchase Agreement.

Employees

We currently do not have any full time or part time employees. Our Chief Executive Officer, Chief Financial Officer, and Secretary, Collin McMullen, is expected to carry out all administrative functions.

We do not have any union employees.

Transfer Agent

Our stock transfer agent, Action Stock Transfer Corporation is located at 2469 E. Fort Union Boulevard, Suite 214, Salt Lake City, Utah 84121.  Their telephone number is (801) 274-1088 and their fax number is (801) 274-1099. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

Financial Condition – Going Concern

We generated no revenues for the six months ended June 30, 2017, have recurring net losses for continuing operations for the six months ended June 30, 2017 of $53,042. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding.

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Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

RESULTS OF OPERATIONS

Comparison of the three months ended June 30, 2017 and June 30, 2016

Revenues.  We did not generate any revenues from continuing operations during the three months ended June 30, 2017 or June 30, 2016.  The lack of revenues is primarily attributable to the cessation of our embroidery business upon our change in control in February, 2017.

Cost of Revenues.  The Company’s cost of revenue was $0 for the three months ended June 30, 2017 and June 30, 2016.

Operating Expenses.  Operating expenses for continuing operations for the three months ended June 30, 2017, and 2016, were $29,385 and $0, respectively.  General and administrative expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase in operating expenses was primarily attributable to expenses related to the change in control.  

Net Loss.  Net loss for continuing operations for the three months ended June 30, 2017, was $30,581, compared with net income of $0 for the three months ended June 30, 2016.  The increase in net loss is primarily due to our increase in general and administrative expenses.

Comparison of the six months ended June 30, 2017 and June 30, 2016

Revenues.  We did not generate any revenues from continuing operations during the six months ended June 30, 2017 or June 30, 2016.  The lack of revenues is primarily attributable to the cessation of our embroidery business upon our change in control in February, 2017.

Cost of Revenues.  The Company’s cost of revenue was $0 for the six months ended June 30, 2017 and June 30, 2016.

Operating Expenses.  Operating expenses for continuing operations for the six months ended June 30, 2017, and 2016, were $48,119 and $0, respectively.  General and administrative expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase was primarily attributable to expenses related to the change in control.

Net Loss.  Net loss from continuing operations for the six months ended June 30, 2017, was $49,677 compared with a net loss of $0 for the six months ended June 30, 2016.  The increase in net loss is primarily due to our increase in general and administrative expenses.  The net loss for the six months ended June 30, 2017 and June 30, 2016, including the results of discontinued operations was $53,042 and $10,963, respectively.

Liquidity and Capital Resources

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 have not attained profitable operations and are dependent upon obtaining financing to develop our contemplated pet supplement and products business.  For these reasons our auditors stated in their report on our audited financial statements for the year ended December 31, 2016 that they have substantial doubt we will be able to continue as a going concern.

As of June 30, 2017, the Company had $12,285 in cash. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $50,000 in expenses during the next twelve months of operations.  We expect that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees.

We have not paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

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The success of our business strategy is dependent upon the availability of additional capital resources on terms satisfactory to management. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and loans from executive officers and other third parties. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.  We anticipate continuing to rely on equity sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

Net Cash Used In Operating Activities.

During the six months ended June 30, 2017, net cash of $48,481 was used in operating activities for continuing operations compared with $0 for the same period ended June 30, 2016.   Net cash used by operating activities for continuing operations was related to general and administrative expenses.   Net cash used in operating activities for discontinued operations was $9,032 for the six months ended June 30, 2017 and $11,018 for the period ended June 30, 2016.

Net Cash Used in Investing Activities.

During the six months ended June 30, 2017 the Company generated $3,468 cash from the investing activities of its discontinued operations.  During the same period ended June 30, 2016, the Company did not have any net cash from investing activities.

Net Cash Provided By Financing Activities.

During the six months ended June 30, 2017, the Company had cash from financing activities from continuing operations of $48,266 consisting of notes from related parties.  During the six months ended June 30, 2016, the Company had cash from financing activities for continuing operations of $0 and net cash from financing activities for discontinued operations of $12,347.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K as filed on March 10, 2017, for a discussion of our critical accounting policies and estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2017, due to the following deficiencies which represent a material weakness:

1.	The Company intends to appoint additional independent directors;
2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures upon the acquisition of an operating business:

∙	The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
∙	The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
∙	The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
∙	Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations.  There can be no assurance that the Company will be able to secure the necessary funds.  Please refer to our Annual Report on Form 10-K as filed with the SEC on March 10, 2017, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control Over Financial Reporting

There are no changes in our internal controls over financial reporting other than as described elsewhere herein.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

11

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

ITEM 1A.  RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

12

ITEM 6. EXHIBITS

Exhibit No.	Name of Exhibit
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
10.1	Loan Agreement by and between the Company and Arusyak Sukiasyan, dated October 17, 2014 (1)
10.2	Commercial Property Rental Agreement by and between the Company and Hamlet Hayrapetyan, dated February 16, 2015 (1)
10.3	Agreement for the Sale of Goods, by and between the Company and Mariyan Atelier and Shop of Fabric, dated December 17, 2014 (1)
10.4	Verbal Agreement by and between the Company and Arusyak Sukiasyan, dated October 17, 2014 (1)
10.5	Promissory Note by and between the Company and Waylon McMullen, dated February 9, 2017*
10.6	Promissory Note by and between the Company and Waylon McMullen, dated February 16, 2017*
10.7	Promissory Note by and between the Company and Waylon McMullen, dated March 17, 2017*
10.8	Promissory Note by and between the Company and Waylon McMullen dated May 9, 2017*
10.9	Promissory Note by and between the Company and Waylon McMullen dated May 25 2017*
10.10	Promissory Note by and between the Company and Waylon McMullen dated June 23, 2017*
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14*
32.1	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.LAB	XBRL Taxonomy Extension Lanels Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
* Filed herewith ** Furnished herewith (1) Filed with the SEC on March 18, 2015 as part of our Registration of Securities on Form S-1.

13

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ILLUMITRY CORP.
Dated: September 28, 2017	/s/ Collin McMullen
	Collin McMullen
	Its: President, CEO, CFO, Treasurer, Secretary

14

EX-10.5

EXHIBIT 10.5

EX-10.6

EXHIBIT 10.6

EX-10.7

EXHIBIT 10.7   

EX-10.8

EXHIBIT 10.8   

EX-10.9

EXHIBIT 10.9   

EX-10.10

EXHIBIT 10.10

EX-31.1

EXHIBIT 31.1   

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Collin McMullen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Illumitry, Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the sole certifying officer, 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 controls 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 us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the sole certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 28, 2017

/s/ Collin McMullen

By: Collin McMullen

Its: Principal Financial Officer

EX-32.1

 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 Quarterly Report of Illumitry, Corp. (the “Company”) on Form 10-Q for the quarter ending June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Collin McMullen, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(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 result of operations of the Company.

/s/ Collin McMullen

By: Collin McMullen

Principal Executive Officer and

Principal Financial Officer

Dated: September 28, 2017

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Sep. 25, 2017
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Entity Registrant Name	Illumitry Corp.
Entity Central Index Key	0001636760
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,625,000
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No

XML

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 12,285	$ 0
Current assets - discontinued operations	0	6,502
Total Current Assets	12,285	6,502
Non-current assets - discontinued operations	0	3,468
Total Assets	12,285	9,970
Current Liabilities
Notes payable to related party	48,266	0
Accrued expenses to related party	1,196	0
Current liabilities - discontinued operations	0	24,000
Total current liabilities	49,462	24,000
Total Liabilities	49,462	24,000
Stockholders' deficit
Common stock, par value $0.001; 75,000,000 shares authorized, 3,625,000 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively	3,625	3,625
Additional paid-in capital	41,602	11,707
Accumulated deficit	(82,404)	(29,362)
Total Stockholder's deficit	(37,177)	(14,030)
Total Liabilities and stockholders' Deficit	$ 12,285	$ 9,970

XML

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	75,000,000	75,000,000
Common stock shares issued	3,625,000	3,625,000
Common stock shares outstanding	3,625,000	3,625,000

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0
Cost of goods sold	0	0	0	0
Gross profit	0	0	0	0
OPERATING EXPENSES
General and administrative expenses	29,385	0	48,119	0
TOTAL OPERATING EXPENSES	29,385	0	48,119	0
Other income (expense)
Interest expense	(1,196)	0	(1,558)	0
Total other income (expense)	(1,196)	0	(1,558)	0
Discontinued operations:
Income (loss) from discontinued operations	0	(2,717)	(3,365)	(10,963)
Net loss	$ (30,581)	$ (2,717)	$ (53,042)	$ (10,963)
Net Loss per share, basic and diluted	$ (0.01)	$ (0.01)	$ (.01)	$ 0
Weighted average number of shares outstanding - basic and diluted	3,625,000	3,625,000	3,625,000	3,497,940

XML

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net loss from continuing operations	$ (49,677)	$ 0
Adjustments to reconcile net loss to net cash used in operations:
Accrued interest - related party	1,196	0
Net cash used in operating activities - continuing operations	(48,481)	0
Net loss from discontinued operations	(3,365)	(10,963)
Adjustments to reconcile net loss to net cash provided by discontinued operations:
Net loss from discontinued operations	(3,365)	(10,963)
Current assets	6,502	(55)
Current liabilities	5,895	0
Net cash used in operating activities - discontinued operations	9,032	(11,018)
Net cash used for operating activities	(39,449)	(11,018)
Net cash used in investing activities—discontinued operations	3,468	0
Cash flows from financing activities - continuing operations:
Proceeds from note payable - related party	48,266	0
Net cash provided by financing activities - continuing operations	48,266	0
Net cash provided by financing activities - discontinued operations	0	12,347
Net cash provided by financing activities	48,266	12,347
Net increase (decrease) in cash	12,285	1,329
Cash at beginning of period	0	176
Cash at end of period	12,285	1,505
Supplemental disclosures of non-cash financing transaction:
Related party contribution to paid in capital	$ 29,859	$ 0

XML

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Illumitry Corp. (“the Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on October 17, 2014.

On February 7, 2017 (the date of the “Change of Control”), Jaeson Cayne (“Cayne”), on behalf of and as agent for PetsZX, Inc. has acquired control of Three Million (3,000,000) restricted shares of the Company’s issued and outstanding common stock, representing approximately 83% of the Company’s total issued and outstanding common stock, from Arusyak Sukiasyan (“Sukiasyan”), the former officer and director of the Company, in exchange for $315,000 per the terms of a Stock Purchase Agreement by and between Cayne and Sukiasyan.

On May 31, 2017, the Company entered into an agreement to acquire approximately 98.8% of the issued and outstanding shares of PetsZX, Inc., a company affiliated with Cayne. This agreement was cancelled on September 1, 2017, pursuant to the terms of a Cancellation of Stock Purchase Agreement.

XML

NOTE 2 - GOING CONCERN

6 Months Ended

Jun. 30, 2017

- GOING CONCERN [Abstract]

NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and incurred losses as of June 30, 2017. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Due to these factors, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

XML

NOTE 3 - BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

NOTE 3 - BASIS OF PRESENTATION

NOTE 3 – BASIS OF PRESENTATION

The accompanying unaudited financial statements of Illumitry Corp. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended June 30, 2017 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2017. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended December 31, 2016 filed on March 10, 2017 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Use of Estimates

The timely preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Discontinued Operations

Due to the Change of Control, the operations of the Company prior to the date of the Change of Control are reflected on the financial statements as discontinued operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents of $12,285 and $3,463 as of June 30, 2017 and December 31, 2016, respectively. As part of the settlement of debt with Sukiasyan, $500 of cash was netted against the outstanding balance due Sukiasyan on the date of the Change of Control. See Note 4. 

Inventory

The Company had $0 and $2,755 in raw materials inventory as of June 30, 2017 and December 31, 2016, respectively. As part of the settlement of debt with Sukiasyan, the inventory was netted against the outstanding balance due Sukiasyan on the date of the Change of Control. See Note 4.

Income Taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2016, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition.” The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

Net Loss Per Share

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There were no potentially dilutive debt or equity instruments issued or outstanding as of June 30, 2017.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

XML

NOTE 4 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2017

- LOAN FROM DIRECTOR [Abstract]

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

At June 30, 2017 and December 31, 2016 the Company had loans payable to Mr. Sukiasyan, our former sole director of $0 and $24,000, respectively, pursuant to the verbal agreement. This loan was unsecured, non-interest bearing and due on demand. The imputed interest on this note was deemed immaterial. As part of the Change of Control, the balance $24,000 due to Mr. Sukiasyan was netted against various assets and netted a contribution of $29,895 resulting from the change in control which was recorded to additional paid-in capital. See Notes 3, 5 and 6.

On January 5, 2017, the Company entered into a loan with Mr. Sukiasyan for up to $15,000, of which $12,507 was funded to the Company. This loan was unsecured, non-interest bearing and due on demand. The imputed interest was deemed immaterial. As part of the Change of Control, the balance due of $12,507 was netted against various assets and netted a contribution of $29,895 which was recorded to additional paid-in capital. See Notes 3, 5 and 6.

On February 9, 2017, the Company entered into a loan with the father of Collin McMullen, the sole officer and director of the Company, for $2,500. The loan is unsecured, 10% interest, and is due on demand. The Company entered into additional loan agreements on the same terms on the following dates and for the following amounts: February 16, 2017 for $26,526; March 17, 2017 for $1,700; May 9, 2017 for $1,850; May 25, 2017 for $4,685; and June 25, 2017 for $11,005. See Note 6.

XML

NOTE 5 - FIXED ASSETS

6 Months Ended

Jun. 30, 2017

Property, Plant and Equipment [Abstract]

NOTE 5 - FIXED ASSETS

NOTE 5 – FIXED ASSETS

As of June 30, 2017, the Company had no fixed assets. At December 31, 2016, prior to the change in control, the Company had net fixed assets of $3,468 which was composed of equipment and website $5,252 and accumulated depreciation of $1,784

XML

NOTE 6 - NOTES PAYABLE

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

NOTE 6 - NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

As of June 30, 2017, the Company had the following notes payable:

On February 9, 2017, the Company entered into a loan with the father of Collin McMullen, the sole officer and director of the Company, for $2,500. The loan is unsecured, 10% interest, and is due on demand. The Company entered into additional loan agreements on the same terms on the following dates and for the following amounts: February 16, 2017 for $26,526; March 17, 2017 for $1,700; May 9, 2017 for $1,850; May 25, 2017 for $4,685; and June 23, 2017 for $11,005. The total principal and accrued interest on these notes as of June 30, 2017 was $48,226 and $1,196, respectively. See Note 4.

XML

NOTE 7 - STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2017

Stockholders' deficit

NOTE 7 - STOCKHOLDERS' EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

During January 2016, the company issued a total of 50,000 common shares for cash contribution of $955 at $0.02 per share.

During February 2016, the company issued a total of 525,000 common shares for cash contribution of $10,392 at $0.02 per share.

During March 2016, the company issued a total of 25,000 common shares for cash contribution of $500 at $0.02 per share.

There were 3,625,000 shares of common stock issued and outstanding as of June 30, 2017.

XML

NOTE 8 - COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

NOTE 8 - COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

XML

NOTE 9 - SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2017

Subsequent Events [Abstract]

NOTE 9 - SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

On May 31, 2017, the Company entered into an agreement to acquire approximately 98.8% of the issued and outstanding shares of PetsZX, Inc., a company affiliated with Cayne. This agreement was cancelled on September 1, 2017, pursuant to the terms of a Cancellation of Stock Purchase Agreement.

XML

NOTE 10 - RECLASSIFICATION OF DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 10 - RECLASSIFICATION OF DISCONTINUED OPERATIONS

NOTE 10 – RECLASSIFICATION OF DISCONTINUED OPERATIONS

We have reclassified certain prior-period amounts to conform to the current-year’s presentation. The reclassifications relate to operations which have been discontinued as of the current period.

XML

NOTE 3 - BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The timely preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Discontinued Operations

Discontinued Operations

Due to the Change of Control, the operations of the Company prior to the date of the Change of Control are reflected on the financial statements as discontinued operations.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents of $12,285 and $3,463 as of June 30, 2017 and December 31, 2016, respectively. As part of the settlement of debt with Sukiasyan, $500 of cash was netted against the outstanding balance due Sukiasyan on the date of the Change of Control. See Note 4.

Inventory

Inventory

The Company had $0 and $2,755 in raw materials inventory as of June 30, 2017 and December 31, 2016, respectively. As part of the settlement of debt with Sukiasyan, the inventory was netted against the outstanding balance due Sukiasyan on the date of the Change of Control. See Note 4.

Income Taxes

Income Taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2016, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition.” The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Stock-Based Compensation

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

Net Loss Per Share

Net Loss Per Share

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There were no potentially dilutive debt or equity instruments issued or outstanding as of June 30, 2017.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

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NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS (Details narrative)	Feb. 07, 2017 USD ($) shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shares acquired by Cayne | shares	3,000,000
Percent of outstanding owned by Cayne	83.00%
Cost to purchase Cayne shares | $	$ 315,000

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NOTE 3 - BASIS OF PRESENTATION Details Narrative) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash	$ 12,285	$ 3,463
Inventory	$ 0	$ 2,755

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NOTE 4 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2017	Jun. 23, 2017	May 25, 2017	May 09, 2017	Mar. 17, 2017	Feb. 16, 2017	Feb. 09, 2017	Jan. 05, 2017	Dec. 31, 2016
- LOAN FROM DIRECTOR [Abstract]
Loan from related party	$ 0	$ 11,005	$ 4,685	$ 1,850	$ 1,700	$ 26,526	$ 2,500	$ 15,000	$ 24,000
Amount of loan funded to the Company								$ 12,507
Interest rate of loan		10.00%	10.00%	10.00%	10.00%	10.00%	10.00%

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NOTE 5 - FIXED ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Property, Plant and Equipment [Abstract]
Fixed assets	$ 3,468
Equipment and Website	5,252
Less: accumulated depreciation and amortization	1,784
Depreciation and amortization expense	111	$ 223
Assets trasferred for debt as settlement	$ 3,357

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NOTE 6 - NOTES PAYABLE (Details)	Jun. 23, 2017	May 25, 2017	May 09, 2017	Mar. 17, 2017	Feb. 16, 2017	Feb. 09, 2017
Interest rate of note	10.00%	10.00%	10.00%	10.00%	10.00%	10.00%

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NOTE 7 - STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Mar. 31, 2016	Feb. 29, 2016	Jan. 31, 2016
Stockholders' deficit
Shares issued for cash, shares			25,000	525,000	50,000
Shares issued for cash, amount			$ 500	$ 10,392	$ 955
Shares issued for cash, price per share			$ .02	$ .02	$ .02
Common stock shares outstanding	3,625,000	3,625,000
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	75,000,000	75,000,000