UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| 8200 | ||
| (State or other jurisdiction of incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
(
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Incorp Services, Inc.
3773 Howard Hughes Parkway Suite 500 S
Las Vegas, NV 89169-6014
+1 (702) 866-2500
(Name, address and telephone number of agent for service)
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | 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 13(a) of the Exchange Act.
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐
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 November 30, 2021 |
| Common Stock: $0.0001 |
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTORIO, CORP.
CONDENSED BALANCE SHEETS
| November 30, 2021 | February 28, 2021 | |||||||
| ASSETS | (Unaudited) | (Audited) | ||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | $ | $ | ||||||
| Non-Current Assets | ||||||||
| Fixed assets (net) | ||||||||
| Intangible Assets (net) | ||||||||
| Total Non-Current Assets | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Related party loans | ||||||||
| Total Current Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, par value $; shares authorized, and shares issued and outstanding respectively; | ||||||||
| Additional Paid-in Capital | ||||||||
| Accumulated profits/ (deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
| 3 |
INTORIO, CORP.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
| Three months ended November 30, 2021 | Nine
months | |||||||
| REVENUES | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| NET INCOME (LOSS) FROM OPERATION | ( | ) | ( | ) | ||||
| INCOME (LOSS) BEFORE TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET INCOME (LOSS) FOR THE PERIOD | $ | ( | ) | ( | ) | |||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
The accompanying notes are an integral part of these condensed financial statements
| 4 |
INTORIO, CORP.
STATEMENT OF STOCKHOLDER' EQUITY (DEFICIT)
From Inception (January 4, 2021) to November 30, 2021
(Unaudited)
| Common Stock | Additional Paid-in | Total Stockholder’s | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Inception, January 4, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Shares issued for cash at $0.0001 per share on January 5, 2021 | ||||||||||||||||||||
| Net loss for the period ended February 28, 2021 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, February 28, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period ended May 31, 2021 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, May 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued for cash at $0.02 per share during quarter ended August 31, 2021 | ||||||||||||||||||||
| Net loss for the period ended August 31, 2021 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, August 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss for the period ended November 30, 2021 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, November 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
| 5 |
INTORIO, CORP.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
| Nine months ended November 30, 2021 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net income (loss) for the period | $ | ( | ) | |
| Adjustments to reconcile net loss to net cash (used in) operating activities | ||||
| Amortization of intangible assets | ||||
| Changes in Current assets & liabilities | ||||
| Accounts Payable | ||||
| CASH FLOWS GENERATED FROM OPERATING ACTIVITIES | $ | ( | ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from sale of common stock | ||||
| Related Party Loans | ||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | $ | |||
| NET INCREASE/ DECREASE IN CASH | $ | |||
| Cash, beginning of period | $ | |||
| Cash, end of period | $ | |||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
| Interest paid | $ | |||
| Income taxes paid | $ | |||
The accompanying notes are an integral part of these condensed financial statements
| 6 |
INTORIO, CORP.
Notes to the Condensed Financial Statements
November 30, 2021
(Unaudited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Intorio, Corp. was incorporated in the State of Nevada and established on January 04, 2021. We have no revenue and have incurred losses since inception. The Company possesses assets in a form of an operative website. Also the company is registering its own trademark, upon which will propose its services. We are a development-stage company formed to commence operations concerned with the online studying. We have developed a full business plan. Our business office is located at 24 Alexander Kazbegi Ave, Tbilisi 0177, Georgia. Our telephone number is (702) 605-46-36.
We plan to provide a new unique type of service, teaching of a school program, from the comfort of purchasers home. We will provide an online service of learning through our website. Additionally our clients can apply for tutoring in a specific subject or on some point of the teaching program. Once we are operational we intend to offer our services to clients in Georgia.
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.
The Company had accumulated deficit of $
The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results August be materially adversely affected.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.
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INTORIO, CORP.
Notes to the Condensed Financial Statements
November 30, 2021
(Unaudited)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due to the limited level of operations during the reporting period, the Company made no material assumptions or estimates other than the assumption that the Company is a going concern and estimate with reference to amortization of intangible assets.
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 had $
Depreciation, Amortization, and Capitalization
Intangibles comprise of Company’ website.
The website was purchased on February 27, 2021 for $
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.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: |
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder and accounts payable approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that based on available evidence are not expected to be realized.
| 8 |
INTORIO, CORP.
Notes to the Condensed Financial Statements
November 30, 2021
(Unaudited)
Revenue Recognition
We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue as company did not generate any revenue since inception.
Revenue is recognized when the following criteria are met:
| · | Identification of the contract, or contracts, with customer; | |
| · | Identification of the performance obligations in the contract; | |
| · | Determination of the transaction price; | |
| · | Allocation of the transaction price to the performance obligations in the contract; and | |
| · | Recognition of revenue when, or as, we satisfy performance obligation. |
The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (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. As of November 30, 2021 there were potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of November 30, 2021 were no differences between our comprehensive loss and net loss.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options
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 – INTANGIBLE ASSETS
Intangibles comprise of Company’ website.
The website was purchased on February 27, 2021 for $
For the period nine months ended November 30,
2021 the company had recorded $
| 9 |
INTORIO, CORP.
Notes to the Condensed Financial Statements
November 30, 2021
(Unaudited)
Note 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it August rely on advances from its sole executive 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 officer, director, 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.
As of November 30, 2021 & February 28, 2021,
our sole director has loaned to the Company $
Further, to the above transaction, there is a
consideration payable within Accounts Payable of $
Note 6 – COMMON STOCK
The Company has 75,000,000, $0.0001 par value shares of common stock authorized.
On January 5, 2021 the Company issued
shares of common stock to a director for cash proceeds of $
During quarter ended November 30, 2021 the Company issued shares of common stock to 32 shareholders for cash proceeds of $ at $0.02 per share.
There were 3,235,000 shares of common stock issued and outstanding as of November 30, 2021.
Note 7 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, Gagi Gogolashvili, has agreed to provide his own premise free of cost under office needs.
Note 8 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to November 30, 2021 to the date these financial statements were issued i.e. as of December 08, 2021, and has determined that it does not have any material subsequent events to disclose in these financial statements.
The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results August be materially adversely affected.
| 10 |
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 "August," "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 August 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.
Employees and Employment Agreements
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we August adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three and Nine Months Ended November 30, 2021:
During the three months ended November 30, 2021, we have not generated any revenues.
Our net loss for the three months ended November 30, 2021 was $5,610. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
During nine months ended November 30, 2021, we have not generated any revenues.
Our net loss for the nine months ended November 30, 2021 was $16,615. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
Liquidity and Capital Resources
As of November 30, 2021, our total assets were $26,122 consisting of company website $6,750 and cash 19,372 held at Escrow account. As of November 30, 2021, our current liabilities were $19,590 consisting of related party loans of $5,590 and accounts payable $14,000.
| 11 |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For nine months ended November 30, 2021, net cash flows used in operating activities was $9,865.
Cash Flows from Investing Activities
We have not generated any cash flows from investing activities as of November 30, 2021.
Cash Flows from Financing Activities
We have generated positive cash flows from financing activities. For nine months ended November 30, 2021, we generated $29,237 of cash from proceeds from related party loans $4,537 and issuance of common stock $24,700.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and 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 August not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this 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.
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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 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. Such officer also confirmed that there was no change in our internal control over financial reporting since Inception on January 4, 2021 ended November 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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 report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
| Exhibit number |
Exhibit Description | |
| 31.1 | Certification of Chief Executive Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
| 14 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in 24 Alexander Kazbegi Ave, Tbilisi 0177, Georgia
| INTORIO, CORP. | ||
| By: /s/ Gagi Gogolashvili | ||
| President, Treasurer and Secretary | ||
| (Principal Executive, Financial and Accounting Officer) | ||
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s/ Gagi Gogolashvili | ||||
| Gagi Gogolashvili |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
January 6, 2022 |