10-Q 1 kolldeckform10qjuly31sept7.htm Form 10-Q


 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


Mark One

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


For the quarterly period ended July 31, 2017


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


For the transition period from ______ to _______


COMMISSION FILE NO. 333-213744


KOLDECK INC.


 (Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

37-1817132

IRS Employer Identification Number

8999

Primary Standard Industrial Classification Code Number

800 North Rainbow Blvd. Ste. 208,

Las Vegas, NV 89107

Tel. (702) 703-7133

 (Address and telephone number of principal executive offices)




Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]


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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes [   ] No [   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:


 

 

Class

Outstanding as of September 7, 2017

Common Stock, $0.001

5,590,000




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KOLDECK INC.

 

Part I   

FINANCIAL INFORMATION

 

Item 1

FINANCIAL STATEMENTS (UNAUDITED)

3

Item 2   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

8

Item 3  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11

Item 4

CONTROLS AND PROCEDURES

11


PART II


OTHER INFORMATION

 

Item 1   

LEGAL PROCEEDINGS

11

Item 2 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

Item 3   

DEFAULTS UPON SENIOR SECURITIES

11

Item 4      

MINE SAFETY DISCLOSURES

12

Item 5  

OTHER INFORMATION

12

Item 6

EXHIBITS

12

 

SIGNATURES

12




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PART I. FINANCIAL INFORMATION


KOLDECK INC.

BALANCE SHEETS

 

JULY 31, 2017

APRIL 30, 2017

ASSETS

 

 

Current Assets

 

 

 

Cash

$        14,556

$     29,728

 

Other assets net of depreciation

10,084

5,600

 

Prepaid expenses

8

8

 

Total current assets

24,648

35,336

Total Assets                                                         

$        24,648

$     35,336

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

 Loan from related parties

$        2,343

$      2,343

 

Total current liabilities

2,343

2,343

Total Liabilities

2,343

2,343

 

Stockholders’ Equity

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

5,590,000 shares issued and outstanding (12,590,000 as of April 30, 2017)

5,590

12,590

 

Additional paid-in-capital

30,310

23,310

 

Deficit

(13,595)

(2,907)

Total Stockholders’ Equity

22,305

32,993

 

 

 

Total Liabilities and Stockholders’ Equity

$      24,648

$   35,336



The accompanying notes are an integral part of these financial statements.





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KOLDECK INC.

STATEMENTS OF OPERATIONS

 

Three months ended July 31, 2017

 

 

Three months ended July 31, 2016


Revenue

$            -

 

 

$            -

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 General and administrative expenses

10,688

 

 

2,334

Net loss from operations

(10,688)

 

 

(2,334)

Loss before taxes

(10,688)

 

 

(2,334)

 

 

 

 

 

Provision for taxes

-

 

 

-

 

 

 

 

 

Net loss

$     (10,688)

 

 

$        (2,334)

 

 

 

 

 

Loss per common share:

 Basic and Diluted

$       (0.00)

 

 

$       (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

5,590,000

 

 

10,000,000


The accompanying notes are an integral part of these financial statements.





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KOLDECK INC.

STATEMENTS OF CASH FLOWS

 

Three months ended July 31, 2017

Three months ended July 31, 2016

Operating Activities

 

 

 

Net loss

$        (10,688)

(2,334)

 

Depreciation

616

-

 

Prepaid expenses

 

(203)

 

Net cash used in operating activities

(10,072)

(2,537)

 

 

 

Investing Activities

 

 

    Computer and equipment

$      (5,100)

-

    Net cash used in investing activities

(5,100)

-

 

 

 

Financing Activities

 

 

 

Proceeds from sale of common stock

-

-

 

Proceeds from loan from shareholder

-

-

 

Net cash provided by financing activities

-

-

 

 

 

 

Net decrease in cash and equivalents

(15,172)

(2,537)

Cash and equivalents at beginning of the period

29,728

10,050

Cash and equivalents at end of the period

$          14,556

7,513

 

Supplemental cash flow information:

 

 

 

Cash paid for:

 

 

 

Interest                                                                                               

$              -

 

 

Taxes                                                                                           

$              -

 



The accompanying notes are an integral part of these financial statements.






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KOLDECK INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIODS ENDED JULY 31, 2017 AND 2016


NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

KOLDECK INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 29, 2016.

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.


The Company has adopted April 30 fiscal year end.


Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.


NOTE 2 – GOING CONCERN


The Company’s financial statements as of July 31, 2017 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception (March 29, 2016) to July 31, 2017 of $13,595. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.  


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.



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Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2017 the Company's bank deposits did not exceed the insured amounts.


Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during year ended July 31, 2017.


Basic and Diluted Loss Per Share


Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


Stock-Based Compensation


As of July 31, 2017, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Income Taxes


The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


New Accounting Pronouncements


There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.


Subsequent Events


The Company has evaluated all transactions from July 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration.


NOTE 4 – CAPTIAL STOCK


As of July 31, 2017, the Company had 5,590,000 shares issued and outstanding.




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NOTE 5 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


Since March 29, 2016 (Inception) through July 31, 2017, the Company’s sole officer and director loaned the Company $2,343 to pay for incorporation costs and operating expenses.  As of July 31, 2017, the amount outstanding was $2,343. The loan is non-interest bearing, due upon demand and unsecured.

 

NOTE 6 – INCOME TAX


As of July 31, 2017 the Company had net operating loss carry forwards of $13,595 that may be available to reduce future years’ taxable income through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.




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


FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



GENERAL



In general


Koldeck Inc.’s main business activity is content writing and editing services. We deliver our services to both individuals and companies, as well as to printed or digital newspapers and magazines. Our main objective is to provide our customers with a quality service of text composing and editing of written materials. As additional services we assist writers with illustrating and designing of book covers. We deliver services on writing creative texts such as pieces of fiction, poetry, blog posts, articles for magazines or newspapers. We also work with texts non related to fiction such as, business proposals, presentations, bids, customer offers and letters. We offer turning drafts of our customers into concise texts by editing or rewriting.


Koldeck Inc. carry out the jobs of editing or rewriting texts to make them more appealing to the final reader, as well as to make them look professionally written.


Service


We deliver single pieces of texts or consecutive series of them, as well as texts in large volumes such as books. We promote our services by writing guest posts on different web blogs or blogs of Internet magazines. We sell our services by packages. Packages usually include: composing texts, searching data to compose the text, proofreading and editing of the ready texts. The price for the package is about to be determined by the average market price for the similar services adding the price of editing, proofreading or amount of data per article to search. To meet the maximum of our customers needs we price of every package be negotiable and based on the specification of a certain project. We also provide services on promoting our customers’ books on Amazon, iBooks and similar services.




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Our principal services may be split into the following groups:


Creative writing - assistance in writing complete books, manuscripts, biographies, stage plays or screenplays, or plots, or outlines for the works mentioned;


Business writing - assistance in writing bids, proposals, letters, presentations, research papers;


Editing - editing and formatting services, completing or rewriting the texts of non-professional writers;


Publishing - finding a publisher, designing a book cover or illustrations.

Once the customer chooses their package they agree upon the schedule of receiving and reviewing the work in progress.


RESULTS OF OPERATION


As of July 31, 2017, we have accumulated a deficit of $13,595. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three Month Period Ended July 31, 2017 compared to Three Month Period Ended July 31, 2016   


Revenue


During the three months periods ended July 31, 2017 and 2016, the Company has not generated any revenue.


Operating Expenses


During the three month period ended July 31, 2017, we incurred total expenses and professional fees of $10,688 compared to $2,334 during the three month period ended July 31, 2016. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

Our net loss for the three month period ended July 31, 2017 was $10,688.



LIQUIDITY AND CAPITAL RESOURCES


As at July 31, 2017 our total assets were $24,648 compared to $35,336 in current assets at April 30, 2017.  The decrease in cash was due to increase of operations. As at July 31, 2017, our current liabilities were $2,343 compared to $2,343 as of April 30, 2017.


Stockholder’s equity was $32,993 as of April 30, 2017 compared to $22,305 as of July 31, 2017.




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Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the three-month period ended July 31, 2017, net cash flows used in operating activities was $10,072, consisting of net loss of $10,688 and depreciation  expenses of $616. For the three-month period ended July 31, 2016, net cash flows used in operating activities was $2,537, consisting of net loss of $2,334 and increase in prepaid expenses of $203.


Cash Flows from Investing Activities


Cash flows used in investing activities during the three-month period ended July 31, 2017 was $5,100  compared to $0 during the three-month period ended July 31, 2016.


Cash Flows from Financing Activities



We neither used, nor provided cash flows from financing activities during the three-month periods ended July 31, 2017 and 2016.


PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly 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.




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GOING CONCERN


The independent auditors' report accompanying our April 30, 2017 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the Company is not required to provide information required by this Item.


ITEM 4. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.


Changes in Internal Controls over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.



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


No equity securities were sold during the three-month period ended July 31, 2017.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No senior securities were issued and outstanding during the three-month period ended July 31, 2017.



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ITEM 4. MINE SAFETY DISCLOSURES


Not applicable to our Company.


ITEM 5. OTHER INFORMATION


On July 20, 2017, Svetlana Mazur voluntarily returned 7,000,000 shares of her own personal stock to the Company’s treasury for cancellation.


ITEM 6. EXHIBITS


Exhibits:


31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

KOLDECK INC.

Dated: September 7, 2017

By: /s/ Svetlana Mazur

 

Svetlana Mazur, President and Chief Executive Officer and Chief Financial Officer










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