The accompanying notes are an integral part of these unaudited financial statements.
The accompanying notes are an integral part of these unaudited financial statements.
The accompanying notes are an integral part of these unaudited financial statements.
Notes to the Unaudited Financial Statements
September 30, 2018
NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Concept Holding Corp. (the Company) was incorporated on May 20, 1980 under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of the shares to $0.001 per share, and to increase the authorized shares to 50,000,000.
On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which then became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of Company was changed to Concept Technologies, Inc.
On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.
On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.
On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”) to (a) increase the number of authorized shares of common and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock; (b) increase the issued and outstanding shares of common stock at a ratio of 200:1; and (c) change the Company’s ticker symbol to “MOZO”. These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60% of the Company’s voting shares.
On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation of Interim Financial Statements
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019. Notes to the unaudited financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 29, 2018.
Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which require 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 of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial Instruments
The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
Related Parties
We follow ASC 850,
“Related Party Disclosures,”
for the identification of related parties and disclosure of related party transactions (see Note 4).
Prepaid Expenses
Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.
As of September 30, 2018, prepaid expenses were $833 related to OTC Markets monthly fees for October 2018.
Convertible notes
Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement.
Recently Issued Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 - GOING CONCERN
The Company has not yet generated any revenue since its inception and has an operating loss of $149,405 and net loss of $153,668 for the six months ended September 30, 2018. As of September 30, 2018, the Company has accumulated deficit of $744,245, and negative working capital of $433,445. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue to cover operating expenses and in our ability to raise additional funds.
NOTE 4 - RELATED PARTY TRANSACTIONS
During the six months ended September 30, 2018 and September 30 2017, the director of the Company advanced $178,944 and $28,750 to the Company for operating expense payment on behalf of the Company. As of September 30, 2018, and March 31, 2018, the Company owed $309,405 and $130,461, respectively, to the Director of the Company.
As of September 30, 2018, and March 31, 2018, the Company owed $1,250 and $1,250, respectively, to a shareholder for the payment of transfer agent termination fee on behalf of the Company.
8% Convertible Note – July 2017
Convertible notes payable consisted of the following at September 30, 2018 and March 31, 2018:
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September 30,
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March 31
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2018
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2018
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Convertible Note - July 2017
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$
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106,292
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$
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106,292
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On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of September 30, 2018, and March 31, 2018, the accrued interest payable on the convertible note was $10,530 and $6,267, respectively.
NOTE 5 – SHARE CAPITAL
On July 21, 2017, the Board of Directors of the Company executed a written consent to approve the increase of the Company’s total authorized shares from 100,000,000 shares to 10,010,000,000 shares (including preferred stock) and the execution of a forward split at the rate of two hundred shares for every one share currently issued and outstanding. The Company accounts for the forward stock split with a memorandum entry and a proportionate reduction of the par value.
Preferred Stock
The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at September 30, 2018 and March 31, 2018, no preferred shares have been issued.
Common Stock
The Company is authorized to issue an aggregate of 10,000,000,000 shares of common stock with a par value of $0.001 per share.
On May 23, 2017, 576,350,000 shares were repurchased from a former shareholder for a $40,000 promissory note which was subsequently fully repaid on July 5, 2017.
As of September 30, 2018, and March 31, 2018, the Company had 760,250,000 shares and 760,250,000 of common stock issued and outstanding.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no material events have occurred that require disclosure.