UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
7370 (Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
Tel: (
Email:
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | CHMT | OTC Markets |
Securities registered pursuant to Section 12(b) of the Act:
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.
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [ ]
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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated Filer | [ ] | Accelerated Filer | [ ] |
| [X] | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of July 19, 2021.
2
CHARMT, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 4 |
| Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020 | 5 | |
| Unaudited Statements of Operations for the three and six months ended June 30, 2021 and 2020 | 6 | |
| Unaudited Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020 | 7 | |
| Unaudited Statements of Cash Flows for the six months ended June 30, 2021 and 2020 | 8 | |
| Notes to the Unaudited Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 4. | Controls and Procedures | 15 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 15 |
| Item 1A | Risk Factors | 15 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
| Item 3. | Defaults Upon Senior Securities | 16 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 16 |
| Item 5. | Other Information | 16 |
| Item 6. | Exhibits | 16 |
| Signatures | ||
3
PART I – FINANCIAL INFORMATION
Item 1. |
Financial Statements |
The accompanying interim financial statements of Charmt, Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
4
Charmt, Inc.
Balance Sheets
|
As of June 30, 2021 |
As of December 31, 2020 | ||||||||
| (Unaudited) | |||||||||
| ASSETS | |||||||||
| Current Assets | |||||||||
| Cash | $ | $ | |||||||
| Total Current Assets | |||||||||
| TOTAL ASSETS | $ | $ | |||||||
| LIABILITIES AND STOCKHOLDERS` EQUITY | |||||||||
| Liabilities | |||||||||
| Current Liabilities | |||||||||
| Accounts Payable | $ | $ | |||||||
| Advances payable to sole officer and director (non-interest bearing and due on demand) | |||||||||
| Total Current Liabilities | |||||||||
| Total Liabilities | |||||||||
| Stockholders` Equity | |||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of June 30, 2021 and December 31, 2020 respectively | |||||||||
| Additional paid in capital | |||||||||
| Accumulated deficit | ( |
( | |||||||
| Total Stockholders` Equity | ( |
( | |||||||
| TOTAL LIABILITIES AND STOCKHOLDERS` EQUITY | $ | $ | |||||||
See accompanying notes, which are an integral part of these financial statements
5
Charmt, Inc.
Statements of Operations
(Unaudited)
| Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | |||||
| REVENUES |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
| OPERATING EXPENSES | ||||||||
| Professional Fees | ||||||||
| General and Administrative Expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( |
( |
( |
( | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| NET LOSS PER SHARE: BASIC AND DILUTED |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
See accompanying notes, which are an integral part of these financial statements
6
Charmt, Inc.
Statements of Changes in Stockholders’ Equity
For the Three and Six Months Ended June 30, 2021 and 2020
(Unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders` Equity | |||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| Six Months Ended June 30, 2020 | ||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Sales of common stock at $0.025 per share | - | |||||||||||||||||||
| Net loss for the six months ended June 30, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2020 | 3,870,600 | $ | 3,871 | $ | 20,854 | $ | (33,667 | ) | $ | (8,942 | ) | |||||||||
| Three Months Ended June 30, 2020 | ||||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Sales of common stock at $0.025 per share | - | |||||||||||||||||||
| Net loss for the three months ended June 30, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Six Months Ended June 30, 2021 | ||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the six months ended June 30, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2021 | 3,870,600 | $ | 3,871 | $ | 20,854 | $ | (54,486 | ) | $ | (29,761 | ) | |||||||||
| Three Months Ended June 30, 2021 | ||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the three months ended June 30, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes, which are an integral part of these financial statements
7
Charmt, Inc.
Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, 2021 |
Six Months Ended June 30, 2020 | ||||||||
| OPERATING ACTIVITIES | |||||||||
| Net Loss | $ | ( |
$ |
( | |||||
Adjustments to reconcile Net loss to net cash used in operating activities: |
|||||||||
| Changes in operating assets and liabilities: | |||||||||
| Accounts payable | ( |
||||||||
| Net cash used in Operating Activities | ( |
( | |||||||
| FINANCING ACTIVITIES | |||||||||
| Advances from sole officer and director | |||||||||
| Sales of common stock at $0.025 per share |
| ||||||||
| Net cash provided by Financing Activities |
| ||||||||
| Net cash increase for period | ( |
| |||||||
| Cash at beginning of period |
| ||||||||
| Cash at end of period | $ | $ | |||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||
| Cash payments For: | |||||||||
| Interest | $ | $ |
- | ||||||
| Income taxes | $ | $ | |||||||
See accompanying notes, which are an integral part of these financial statements
8
Charmt, Inc.
Notes to the Financial Statements
For the Six months ended June 30, 2021
(Unaudited)
Note 1 – Nature of Business
Charmt, Inc. (the “Company”) was incorporated in the State of Nevada on August 2, 2018. The Company is developing a messenger application. It is being designed to provide a chance to alter the speaker’s voice while talking with other people and full functionality of similar messaging apps. The Company intends to develop and publish mobile applications on the iOS, Google Play, Amazon and Ethereum platforms. Charmt, Inc. intends to generate revenues through the sale of branded advertisements and via consumer transactions, including in-app purchases. The management of the Company plans to distribute the application all over the world using various platforms.
The Company's address is 66 West Flagler Street, Suite 900 - #3040, Miami, FL 33130
Note 2 – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2021, the Company had cash of $505 and negative working capital of $(29,761). For the six months ended June 30, 2021, the Company had no revenues and a net loss of $17,127. These factors raise substantial doubt regarding 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. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3 – Summary of Significant Accounting Policies
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 and are presented in US dollars.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, accounts payable, and advances payable to sole officer and director. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization.
Use of Estimates
The preparation of 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 and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
9
Charmt, Inc.
Notes to the Financial Statements
For the Six months ended June 30, 2021
(Unaudited)
Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
There were no potentially dilutive common shares outstanding for the periods presented.
Revenue Recognition
The Company’s revenue recognition policies will follow FASB 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.
10
Charmt, Inc.
Notes to the Financial Statements
For the Six months ended June 30, 2021
(Unaudited)
Recent Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company`s financial position and results of operations from adoption of these standards is not expected to be material.
Note 4 - Capital Stock
The Company has 75,000,000, $0.001 par value shares of common stock authorized. On August 2, 2018, the Company issued 3,000,000 shares of common stock to Gediminas Knyzelis at $0.001 per share for $3,000. The payment for the shares, which was due within 180 days upon the execution of the respective agreement, was collected on January 15, 2019.
From February 6, 2020 to June 30, 2020, the Company sold a total of 870,600 shares of its common stock in its public offering to 29 investors at a price of $0.025 per share for proceeds of $21,725.
There were 3,870,600 shares of common stock issued and outstanding as of June 30, 2021.
Note 5 - Commitments and Contingencies
Service Agreement
On June 27, 2018, Gediminas Knyzelis executed a Virtual Office Service Agreement on behalf of the Company for address and telephone service in Estonia. The agreement had an original term of one year from July 1, 2018 to June 30, 2019 and was renewed for an additional term of 2 years. The monthly cost per the agreement was 55 EUR (excluding VAT), or approximately $68 per the exchange rate as of December 31, 2020. The agreement was terminated on December 31, 2020. For the fiscal six months ended June 30, 2020, the Company incurred expenses of $601, under this service agreement.
Compensation Agreement
To date, the Company has not entered into any compensation agreements with Gediminas Knyzelis or others.
Note 6 - Income Taxes
The provision for (benefit from) income taxes differs from the amount of income tax determined by applying the United States federal income tax rate of 21% to pretax income (loss) for the six months ended June 30, 2021 and June, 30, 2020 as follows:
| Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | ||||
| Expected income tax (benefit) at 21% statutory rate | $ | ( |
$ | ( |
| Increase in valuation allowance | |||||
| Provision for income taxes | $ | $ |
11
Charmt, Inc.
Notes to the Financial Statements
For the six months ended June 30, 2021
(Unaudited)
At June 30, 2021, the Company has a net operating loss carryforward of $54,486. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $11,442 attributable to the future utilization of the $54,486 net operating loss carryforward will be realized. Accordingly, the Company has recorded a 100% valuation allowance against the deferred tax asset at June 30, 2021.
At June 30, 2021 and December 31, 2020 deferred tax assets consist of:
|
June 30, 2021 |
December 31, 2020 | |||
| Net operating loss carryforward |
$ |
$ | ||
| Less valuation allowance |
( |
( | ||
| Net deferred tax assets | $ | $ |
All tax periods are subject to examination by taxing authorities.
Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
The Company has had no tax positions since inception.
12
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Forward looking statement notice
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.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
BUSINESS OVERVIEW
The Company is currently developing a new kind of messenger. Charmt’s app is intended to be a unique product with high production value and high revenue potential. It is going to be developed and published on both original and licensed IP.
Charmt’s first product is our investment in the vast market of applications for communication and amusement. It is intended to provide the fun of changing your voice while speaking with other people along with full functionality of similar messaging apps. As of this date, we have developed the system requirements specification that describes the entire potential and unique features of the messenger.
A user will be able to download our app and easily create an account linking his/her phone number. Security of the personal data use is provided by text message authorization. Charmt automatically synchronizes contacts from your cell phone memory and a user can see if any of them launched the app already. If not, he/she can invite other people to the app using the link sent by a regular text message. Our potential users will be able to call any of their contacts via audio or video connection and use the sound filter to alter their voice.
The management of the company considers our product to be unique and combine entertainment and convenience for everyday use. Expected users can either utilize Charmt as a regular messenger that enables people to exchange messages and numerous types of files or use it as a means of having fun changing their voices to be completely unrecognizable when communicating.
As of June 30, 2021, the voice-changing application has not been developed yet.
Marketing
We plan to acquire most of our users through unpaid channels. We are aiming to build a large community of users through cross promotion, editorial featuring, the viral and sharing features provided by social networks, and app store optimization strategies. We are committed to connecting with our users and we plan to leverage various forms of social media, including Facebook, Twitter, YouTube, Instagram and Discord to communicate with them. We also want to use traditional advertising activities, primarily mobile advertising spending on Facebook, Apple and Google.
13
Government Regulation
We are subject to various federal, state and international laws and regulations that affect companies conducting business on the Internet and mobile platforms, and working with virtual currencies and storing information on the blockchain including those relating to privacy, use and protection of user and employee personal information and data (including the collection of data from minors), the Internet, behavioral tracking, mobile applications, content, advertising and marketing activities (including sweepstakes, contests and giveaways), and anti-corruption. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our users, and deliver products and services, and may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase and we may be subject to increased regulatory scrutiny.
Employees
As of the date hereof, we have no employees other than our sole officer and director, Mr. Gediminas Knyzelis. The Company plans to rely extensively on third-party consultants and vendors for certain development and marketing activities.
Properties
The Company’s rented headquarters are at 66 West Flagler Street, Suite 900 - #3040, Miami, FL 33130.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
This overview provides a discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understand our financial results for the six months ended June 30, 2021. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this report, including our audited financial statements and accompanying notes.
Charmt intends to develop and publish mobile applications on the iOS, Google Play, Amazon and Ethereum platforms. The Company also plans to maintain a portfolio of its products and track the user download statistics. Charmt intends to generate revenues through the sale of branded advertisements and via consumer transactions, including in-app purchases. The management of the Company plans to distribute the application all over the world using various platforms.
The Company is currently developing a new kind of messenger. Charmt’s app is intended to be a unique product with high production value and high revenue potential. It is going to be developed and published on both original and licensed IP. This title requires significant development investment and has, in the opinion of management, the potential to become well-known and a long-lasting, successful mobile app franchise.
Strategy
The Company’s current strategy is devoted to focusing on seeking investment and management resources for our app development business. We believe the potential size, quality and sustainability of revenues and earnings from the app development business can be significantly greater than that of our existing competitors businesses. Our goal in terms of our app development is to create franchise-type titles that will have product lifespans of at least five to ten years. In order to accomplish this, we believe that we need to achieve user LTVs that exceeds user acquisition cost, at scale.
14
Current Financial Condition
As of June 30, 2021, we have not generated any revenue. Since our incorporation, we have had total expenses of $54,486. Our monthly expenses are approximately $1,020/month and mostly consist of professional fees and office rent. We raised capital of $24,725 as consideration for 3,000,000 shares issued and outstanding to our President and 870,600 shares issued and outstanding to our shareholders. Please refer to our financial statements contained herein for more detailed information.
Our only source of funds has been loans from our President, Secretary, Treasurer and Director, Mr. Gediminas Knyzelis, and sales of our common stock to Mr. Knyzelis and investors of our public offering.
We have not generated any revenue yet.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
None
| Item 4. | Controls and Procedures |
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
| ITEM 1A. | RISK FACTORS |
None
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
15
| ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
None
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS |
None
| ITEM 5. | OTHER INFORMATION |
None
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized on July 21, 2021.
| Charmt, Inc. | |
| By: /s/ Gediminas Knyzelis | |
| Gediminas Knyzelis, President, Secretary, | |
| Treasurer, Director |
16
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gediminas Knyzelis, certify that:
| (1) | I have reviewed this quarterly report on Form 10-Q of Charmt, Inc.; |
| (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) | 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in the 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 the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| (5) | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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. |
| Dated: July 21, 2021 |
|
|
/s/ Gediminas Knyzelis Gediminas Knyzelis
President, Secretary, Treasurer, Director, Chief Executive Officer and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
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 on Form 10-Q of Charmt, Inc. (the “Company”) for the quarterly period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Gediminas Knyzelis, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Dated: July 21, 2021
|
| /s/ Gediminas Knyzelis |
| Gediminas Knyzelis |
|
President, Secretary, Treasurer, Director, Chief Executive Officer and Chief Financial Officer |
Cover - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jul. 19, 2021 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Jun. 30, 2021 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2021 | |
| Current Fiscal Year End Date | --12-31 | |
| File Number | 333-229830 | |
| Registrant Name | CHARMT, INC. | |
| Entity Central Index Key | 0001765048 | |
| Tax Identification Number | 32-0575017 | |
| Incorporation State Country Code | NV | |
| Address Line 1 | 66 West Flagler Street | |
| Address Line 2 | Suite 900, #3040 | |
| Address City | Miami | |
| Address State | FL | |
| Address Postal Zip Code | 33130 | |
| City Area Code | 251 | |
| Local Phone Number | 2629446 | |
| Current Reporting Status | Yes | |
| Interactive Data Current | No | |
| Filer Category | Non-accelerated Filer | |
| Small Business | true | |
| Emerging Growth Company | true | |
| Ex Transition Period | true | |
| Shell Company | true | |
| Common Stock Shares and Outstanding | 3,870,600 | |
| Email Address | headquarters@charmt.net |
Balance Sheets - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| $ 505 | $ 1,432 | |
| 505 | 1,432 | |
| TOTAL ASSETS | 505 | 1,432 |
| 5,000 | ||
| 30,266 | 9,066 | |
| 30,266 | 14,066 | |
| 30,266 | 14,066 | |
| 3,871 | 3,871 | |
| 20,854 | 20,854 | |
| (54,486) | (37,359) | |
| (29,761) | (12,634) | |
| TOTAL LIABILITIES AND STOCKHOLDERS` EQUITY | $ 505 | $ 1,432 |
Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2021 |
Jun. 30, 2021 |
|---|---|---|
| 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 | 3,870,600 | 3,870,600 |
| Common Stock Shares Outstanding | 3,870,600 | 3,870,600 |
Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| OPERATING EXPENSES | ||||
| Professional Fees | $ 11,290 | $ 12,660 | $ 16,615 | $ 19,059 |
| General and Administrative Expenses | 285 | 596 | 512 | 1,201 |
| TOTAL OPERATING EXPENSES | 11,575 | 13,256 | 17,127 | 20,260 |
| LOSS FROM OPERATIONS | (11,575) | (13,256) | (17,127) | (20,260) |
| PROVISION FOR INCOME TAXES | ||||
| NET LOSS | $ (11,575) | $ (13,256) | $ (17,127) | $ (20,260) |
| NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 3,870,600 | 3,848,279 | 3,870,600 | 3,527,514 |
Statements of Cash Flows - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| OPERATING ACTIVITIES | ||
| Net Loss | $ (17,127) | $ (20,260) |
| Changes in operating assets and liabilities: | ||
| (5,000) | 5,015 | |
| (22,127) | (15,245) | |
| 21,200 | ||
| 21,725 | ||
| 21,200 | 21,725 | |
| Net cash increase for period | (927) | 6,480 |
| Cash at beginning of period | 1,432 | 70 |
| Cash at end of period | 505 | 6,550 |
Nature of Business |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Nature of Business | Note 1 – Nature of Business Charmt, Inc. (the “Company”) was incorporated in the State of Nevada on August 2, 2018. The Company is developing a messenger application. It is being designed to provide a chance to alter the speaker’s voice while talking with other people and full functionality of similar messaging apps. The Company intends to develop and publish mobile applications on the iOS, Google Play, Amazon and Ethereum platforms. Charmt, Inc. intends to generate revenues through the sale of branded advertisements and via consumer transactions, including in-app purchases. The management of the Company plans to distribute the application all over the world using various platforms.
The Company's address is 66 West Flagler Street, Suite 900 - #3040, Miami, FL 33130
|
Going Concern |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern | Note 2 – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2021, the Company had cash of $505 and negative working capital of $(29,761). For the six months ended June 30, 2021, the Company had no revenues and a net loss of $17,127. These factors raise substantial doubt regarding 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. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies 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 and are presented in US dollars. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, and advances payable to sole officer and director. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization. Use of Estimates The preparation of 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 and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
9
Charmt, Inc. Notes to the Financial Statements For the Six months ended June 30, 2021 (Unaudited)
Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding for the periods presented. Revenue Recognition The Company’s revenue recognition policies will follow FASB 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Foreign Currency The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.
10
Charmt, Inc. Notes to the Financial Statements For the Six months ended June 30, 2021 (Unaudited)
Recent Accounting Pronouncements Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company`s financial position and results of operations from adoption of these standards is not expected to be material.
|
Capital Stock |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Equity [Abstract] | |
| Capital Stock | Note 4 - Capital Stock The Company has 75,000,000, $0.001 par value shares of common stock authorized. On August 2, 2018, the Company issued 3,000,000 shares of common stock to Gediminas Knyzelis at $0.001 per share for $3,000. The payment for the shares, which was due within 180 days upon the execution of the respective agreement, was collected on January 15, 2019. From February 6, 2020 to June 30, 2020, the Company sold a total of 870,600 shares of its common stock in its public offering to 29 investors at a price of $0.025 per share for proceeds of $21,725.
There were 3,870,600 shares of common stock issued and outstanding as of June 30, 2021. |
Commitments and Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Note 5 - Commitments and Contingencies Service Agreement On June 27, 2018, Gediminas Knyzelis executed a Virtual Office Service Agreement on behalf of the Company for address and telephone service in Estonia. The agreement had an original term of one year from July 1, 2018 to June 30, 2019 and was renewed for an additional term of 2 years. The monthly cost per the agreement was 55 EUR (excluding VAT), or approximately $68 per the exchange rate as of December 31, 2020. The agreement was terminated on December 31, 2020. For the fiscal six months ended June 30, 2020, the Company incurred expenses of $601, under this service agreement. Compensation Agreement To date, the Company has not entered into any compensation agreements with Gediminas Knyzelis or others. |
Income Taxes |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Note 6 - Income Taxes The provision for (benefit from) income taxes differs from the amount of income tax determined by applying the United States federal income tax rate of 21% to pretax income (loss) for the six months ended June 30, 2021 and June, 30, 2020 as follows:
11
Charmt, Inc. Notes to the Financial Statements For the six months ended June 30, 2021 (Unaudited) At June 30, 2021, the Company has a net operating loss carryforward of $54,486. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $11,442 attributable to the future utilization of the $54,486 net operating loss carryforward will be realized. Accordingly, the Company has recorded a 100% valuation allowance against the deferred tax asset at June 30, 2021.
At June 30, 2021 and December 31, 2020 deferred tax assets consist of:
All tax periods are subject to examination by taxing authorities.
Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
The Company has had no tax positions since inception. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | 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 and are presented in US dollars. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, and advances payable to sole officer and director. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization. |
| Use of Estimates | Use of Estimates The preparation of 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 and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
9
Charmt, Inc. Notes to the Financial Statements For the Six months ended June 30, 2021 (Unaudited)
|
| Net Income (Loss) per Common Share |
Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding for the periods presented. |
| Revenue Recognition | Revenue Recognition The Company’s revenue recognition policies will follow FASB 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. |
| Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
| Foreign Currency | Foreign Currency The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.
10
Charmt, Inc. Notes to the Financial Statements For the Six months ended June 30, 2021 (Unaudited)
|
| Recent Accounting Pronouncements | Recent Accounting Pronouncements Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company`s financial position and results of operations from adoption of these standards is not expected to be material. |
Income Taxes (Tables) |
6 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||
| The provision for (benefit from) income taxes | The provision for (benefit from) income taxes differs from the amount of income tax determined by applying the United States federal income tax rate of 21% to pretax income (loss) for the six months ended June 30, 2021 and June, 30, 2020 as follows:
|
||||||||||||||||||||||||
| deferred tax assets | At June 30, 2021 and December 31, 2020 deferred tax assets consist of:
|
The provision for (benefit from) income taxes (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Accounting Policies [Abstract] | ||
| Expected income tax (benefit) at 21% statutory rate | $ (3,596) | $ (4,255) |
| Increase in valuation allowance | 3,596 | 4,255 |
| Provision for income taxes | ||
deferred tax assets (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| Net operating loss carryforward | $ 11,442 | $ 7,846 |
| Less valuation allowance | (11,442) | (7,846) |
| Net deferred tax assets |
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