Amended Annual Report (10-k/a)
February 11 2020 - 5:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended February 28, 2019
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from__________ to_________
Commission
File Number: 333-195267
TOUCAN
INTERACTIVE CORP.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
EIN
36-4778745
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
25
E. Foothill Blvd.
Arcadia,
California
|
|
91006
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(626)
898-7010
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
[ ] No [X]
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
[X] No [ ]
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
[ ] No [X] The Registrant is a voluntary reporter.
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit such files).
Yes
[ ] No [X] The Registrant is a voluntary reporter.
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
The Registrant is a voluntary reporter.
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
|
Non-accelerated
filer
|
[ ]
|
Smaller
reporting company
|
[X]
|
|
|
|
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 check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
[X] No [ ]
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the Registrant’s most recently completed second fiscal quarter.
No
market value has been computed based upon the fact that no active trading market has been established.
Indicate
the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:
7,100,000
shares of common stock were issued and outstanding as of May 6, 2019.
Documents
incorporated by reference: None.
TABLE
OF CONTENTS
EXPLANATORY
NOTE
On
May 6, 2019, Toucan Interactive Corp. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”)
its Annual Report on Form 10-K for the fiscal year ended February 28, 2019 (the “Original Form 10-K”). This Amendment
No. 1 (the “Amendment”) amends (i) Item 8 of Part II of the Original Form 10-K, Report of Independent Registered Public
Accounting Firm to be addressed to the shareholders as well as the board of directors, (ii) Item 15 of Part IV of the Original
Form 10-K to include Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm to be addressed to the shareholders
as well as the board of directors, and (iii) to revise the signature block of the signature section to only include the signature
of the Co-Chairman and Chief Executive Officer and to add a second signature block in the signature section to include the signatures
of the principal executive officer, the principal financial officer and all members of the board of directors.
In
addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Form 10-K/A, the
Company is refiling the certifications by the Company’s Principal Executive Officers and Principal Financial Officer, required
pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form
10-K/A.
Except
as described above, no other changes have been made to the Original Form 10-K, and this Form 10-K/A does not modify or update
any other disclosures made in the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial
results, nor does it reflect events occurring after the date of the Original Form 10-K. Information not affected by this Form
10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed. Accordingly, this Form
10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC subsequent
to the filing of the Original Form 10-K.
Item
8. Financial Statements and Supplementary Data
MICHAEL
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
10544
ALTON AVE NE
SEATTLE,
WA 98125
206.353.5736
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors & Shareholders:
Toucan
Interactive Corp.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Toucan Interactive Corp. as of February 28, 2019 and 2018 and the related statements
of operations, changes in stockholders’ equity/deficit, cash flows, and the related notes (collectively referred to as “financial
statements”) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of February 28, 2019 and 2018 and the results of its operations and its cash flows for
the periods then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
#2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial
doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in
Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/
MICHAEL GILLESPIE & ASSOCIATES, PLLC
We
have served as the Company’s auditor since 2017.
Seattle,
Washington
May
2, 2019
PART
IV
Item
15. Exhibits, Financial Statement Schedules
|
(a)
|
Documents
filed as part of this Form 10-K/A.
|
|
(1)
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All
financial statements
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All
financial statements have been omitted because the information required is included in the financial statements and notes thereto
included in this Form 10-K.
|
(2)
|
Financial
statement schedules
|
All
financial statement schedules have been omitted because the information required is included in the financial statements and notes
thereto included in this Form 10-K.
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(3)
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Exhibits
filed as part of this Report on Form 10-K/A.
|
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*
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Filed
herewith.
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**
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Furnished
herewith.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
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Toucan
Interactive Corp.
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(Registrant)
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Date:
February 11, 2020
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By:
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/s/
Gang Ding
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Name:
|
Gang
Ding
|
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Title:
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Co-Chairman
and Chief Executive Officer
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Pursuant
to the requirements of the Security Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
|
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Date:
February 11, 2020
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By:
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/s/
Gang Ding
|
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Name:
|
Gang
Ding
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Title:
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Co-Chairman,
Chief Executive Officer and Director
(Principal
Executive Officer)
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Date:
February 11, 2020
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By:
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/s/
William Chu
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Name:
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William
Chu
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Title:
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Chief
Financial Officer and Director
(Principal
Financial Officer)
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Date:
February 11, 2020
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By:
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/s/
Kin Hui
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Name:
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Kin
Hui
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Title:
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Co-Chairman,
President and Director
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Date:
February 11, 2020
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By:
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/s/
Frank Lin
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Name:
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Frank
Lin
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Title:
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Secretary
and Director
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