NOTES TO FINANCIAL STATEMENTS
June 30, 2018
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
CLIC Technology, Inc. is a holding company publicly traded under the symbol, “CLCI”.
This Company was previously known as FundThatCompany until July 31, 2018, and was incorporated in the State of Nevada as a for-profit Company on September 4, 2015
The Company adopted a fiscal year end of September 30.
The Company was originally organized to establish a portal for Rewards-Based Crowdfunding.
On May 3, 2018, the Company and CLIC Technology, Inc., a privately-held Florida corporation, entered into an Agreement of Merger and Plan of Reorganization, pursuant to which, on May 3, 2018, CLIC Technology, Inc. merged into the Company, with the Company being the surviving corporation.
The Company acquired Oceanovasto Investments Ltd., a company organized under the laws of the Republic of Cyprus, on May 17, 2018 from which date Oceanovasto Investments Ltd. became its wholly owned subsidiary.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $136,232. As of the current balance sheet date, the Company has a working capital deficit of $36,253. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Use of Estimates and Assumptions:
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments:
The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities.
Loss per Common Share:
The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of the current balance sheet dated, there were 260,725,000 common stock outstanding.
Income Taxes:
The Company follows the liability method of accounting for income taxes. Under this method, 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 and tax loss carry-forwards. 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. 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.
Stock-based Compensation:
The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at June 30, 2018 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
Product Development Expenses:
The Cyprus subsidiary is in the development stage until its online payment portal and the gateway for payments in multiple currencies is built and tested.
As a development stage entity, its present efforts are (a) Financial planning; (b) Raising capital; (c) Patenting the developed tools for proprietary user privileges; (d) Research and development; (e) Establishing sources of supply; (f) Acquiring property, plant, equipment, or other operating assets; (g) Recruiting and training personnel; (h) Market Development; (i) Commencing the operations; etc.
Prior to the acquisition, the Cyprus company was expensing all the payments for product development and computed as the loss attributable to the shareholders due to the varying degrees of uncertainties related to commercialization of the payment portal and the payment gateway. Since being acquired by the Company, the Subsidiary has maintained the same accounting practice and would capitalize it when marketable.
Recent Accounting Pronouncements:
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
NOTE 3 – COMMON STOCK
The Company is authorized to issue 350,000,000 common shares with a par value of $0.001 per share, with 260,725,000 shares issued and outstanding at June 30, 2018. No preferred shares have been authorized or issued.
On September 4, 2015, the Company issued 1,750,000,000 (pre-split 10,000,000) common shares at $0.000005714 (pre-split $0.001) per share to the sole director and President of the Company for cash proceeds of $10,000 received on October 26, 2015.
On December 2, 2016 the Company has sold 30,100,000 (pre-split 172,000) common shares at $0.0001714 (pre-split $0.03) per share to 30 shareholders of the company for proceeds of $5,160. Funds were received by the Company on January 5, 2017.
On December 2, 2016, the founding shareholder of the Company returned 1,706,250,000 (pre-split 9,750,000) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000005 per share for a total consideration of $10 to the shareholder.
On December 2, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 175 new common shares for 1 old common share. The issued and outstanding common stock increased from 422,000 to 73,850,000 as of December 2, 2016.
On April 11, 2018, following a change of control effective April 9, 2018, as reported on Form 8-K, filed with the Securities and Exchange Commission on April 10, 2018, the board of directors of the Company increased the total quantity of authorized shares to 350,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On May 3, 2018, the Company issued 110,000,000 restricted shares pursuant to the agreement of merger and plan of reorganization.
On May 17, 2018, the Company issued 76,875,000 restricted shares pursuant to the acquisition agreement of Oceanovasto Investments, Ltd.
Until the date of this financial statement, the Company has not granted any stock options and has not recorded any stock-based compensation.
NOTE 4 – THIRD PARTY LOANS
As of June 30, 2018, there are third-party loans of $55,592 which are unsecured, and non- interest bearing, with no set terms of repayment.
NOTE 5 – INCOME TAXES
A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
|
|
June 30,
2018
|
|
|
Sept 30,
2017
|
|
Net loss before income taxes per financial statements
|
|
$
|
(136,232
|
)
|
|
$
|
(46,873
|
)
|
Income tax rate
|
|
|
34
|
%
|
|
|
34
|
%
|
Income tax recovery
|
|
|
(46,319
|
)
|
|
|
(15,937
|
)
|
Non-deductible
|
|
|
--
|
|
|
|
--
|
|
Valuation allowance change
|
|
|
46,319
|
|
|
|
15,937
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The significant component of deferred income tax assets is as follows:
|
|
June 30,
2018
|
|
|
Sept 30,
2017
|
|
Net deferred income tax asset
|
|
$
|
–
|
|
|
$
|
–
|
|
Net operating loss carry-forward
|
|
$
|
46,319
|
|
|
$
|
15,937
|
|
Valuation allowance
|
|
|
(46,319
|
)
|
|
|
(15,937
|
)
|
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change, and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
As of the current balance sheet date, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the current year; and no interest or penalties have been accrued as of the current balance sheet date. The Company did not have any amounts recorded pertaining to uncertain tax positions, as of the current balance sheet date.
The tax files of the current as well as the past years remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.
NOTE 6 – SUBSEQUENT EVENTS
On July 31, 2018, FINRA processed the Company’s name change from FundThatCompany to CLIC Technology, Inc. and assigned the Company a new trading symbol, “CLCI”