Set forth below are the audited financial statements for the Company for the fiscal years ended November 30, 2017 and 2016, and the report thereon of AMC Auditing.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
NAMI Corp.
We have audited the accompanying balance sheets of NAMI Corp. as of November 30, 2017 and November 30, 2016 and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended November 30, 2017. NAMI Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NAMI Corp. as of November 30, 2017 and November 30, 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2017 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at November 30, 2017, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ AMC Auditing
AMC Auditing
Las Vegas, Nevada
February 23, 2018
NOTES TO THE AUDITED FINANCIAL STATEMENTS
November 30, 2017
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated in the State of Nevada as a for-profit Company on September 5, 2012 and established a fiscal year end of November 30. The Company intends to develop a built in safe with a combination lock that can store personal and or valuable items, inside of backpacks, carry-on luggage and suitcases.
The Company presently has no products and has not commenced principal operations. All activities of the Company relate to its organization, initial funding and share issuances. Management has reviewed the risks and uncertainties related to the future operations of the Company, including the ability to secure funding. Management is continually evaluating and exploring new funding opportunities in order to commence full operations.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, the accompanying balance sheets, statements of operations, stockholders' equity (deficit) and cash flows include all adjustments, consisting only of normal recurring items, for their fair presentation in conformity with accounting principles generally accepted in the United States. These financial statements are presented in United States dollars.
Advertising
Advertising costs are expensed as incurred. As of November 30, 2017 and 2016, no advertising costs have been incurred.
Property
The Company does not own property, and rents office space on a month to month basis.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Fair Value of Financial Instruments
The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
Recent Accounting Pronouncements
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $151,678 and an accumulated deficit of $168,518. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company funded its initial operations by way of issuing Founder’s shares.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.
NOTE 4 – CAPITAL STOCK
The Company’s capitalization is 5,000,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
As of November 30, 2017, the Company has not granted any stock options and has not recorded any stock-based compensation.
On September 24, 2012 the Company issued 12,075,000,000 common shares for cash at $0.000002 per share.
On August 18, 2014 the Company approved a 150:1 forward split of the common stock and on October 26, 2016 the Company approved a 7:1 forward split of the common stock. All shares have been retrospectively restated.
On November 30, 2017, and November 30, 2016, the Company had 706,125,000 common shares issued and outstanding.
NOTE 5 – RELATED PARTY TRANSACTIONS
As at November 30, 2017, and November 30, 2016, the Company has received $146,844 and $34,025, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest.
NOTE 6 – INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of November 30, 2017 and 2016 are as follows:
|
|
November 30,
2017
|
|
|
November 30,
2016
|
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
|
168,518
|
|
|
|
63,994
|
|
Effective Tax rate
|
|
|
35
|
%
|
|
|
35
|
%
|
Deferred Tax Assets
|
|
|
58,981
|
|
|
|
22,398
|
|
Less: Valuation Allowance
|
|
|
(58,981
|
)
|
|
|
(22,398
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The net federal operating loss carry forward will begin to expire in 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no events to disclose, other than listed below.
On December 11, 2017, the Company entered into a Letter of Intent with GMCI Corp., a Nevada corporation (“GMCI”) for the acquisition by the Company of up to one hundred percent (100%) of the issued and outstanding capital stock of GMCI in exchange for shares of capital stock of the Company. The completion of the Acquisition is subject to various conditions precedent, including but not limited to negotiating and execution a form of Share Exchange Agreement that is acceptable to both parties, approval of the financial statements of both parties, valuation of GMCI’s stock and the Company’s stock and receiving approval of at least seventy percent (70%) of the issued and outstanding shares of GMCI. Moreover, the Company will need to prepare a registration statement and file it with the United States Securities and Exchange Commission under which the shares of the Company to be exchanged for shares of GMCI will be registered.
In the event that the Company is able to complete the Acquisition, it intends to operate GMCI as its wholly-owned subsidiary or a majority-owned subsidiary.