Quarterly Report (10-q)

Date : 02/19/2019 @ 9:09PM
Source : Edgar (US Regulatory)
Stock : CLIC Technology, Inc. (CLCI)
Quote : 0.0279  0.0 (0.00%) @ 1:02PM

Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2018

 

Commission File Number 333-208350

 

CLIC TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada

 

47-4982037

 (State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

20200 W. DIXIE HWY, SUITE 1202, AVENTURA FL 33180

(Address of principal executive offices)(Zip Code)

 

305-918-1202

(Registrant’s telephone number, including area code)

 

1815 Ne 144th Street, North Miami, FL 33181

(Former name, former address and former fiscal year, if changed since last report)

 

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. x Yes    ¨ No

 

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). x Yes    ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging Growth Company

x

 

If an Emerging growth company, indicate by check mark it 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 x

 

Indicate by check mark whether the registrant is a hell company (as defined in Rule 12b-2 of the Exchange Act). x Yes    ¨ No

 

As of February 19, 2019, there were 260,725,000 shares of common stock issued and outstanding.

 

 
 
 
 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

 

3

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

3

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

9

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

10

 

Item 4.

Controls and Procedures.

 

 

10

 

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

11

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

 

11

 

Item 1A.

Risk Factors.

 

 

11

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

 

11

 

Item 3.

Defaults Upon Senior Securities.

 

 

11

 

Item 4.

Mine Safety Disclosures.

 

 

11

 

Item 5.

Other Information.

 

 

11

 

Item 6.

Exhibits.

 

 

12

 

 

SIGNATURES

 

 

13

 

 

 
2
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CLIC Technology Inc

Condensed Balance Sheet

 

 

 

3 months

 

 

Year

 

 

 

ended

 

 

ended

 

 

 

12/31/2018

 

 

9/30/2018

 

 

 

Unaudited

 

 

Audited

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

 

47,470

 

 

 

24,413

 

Total Current assets

 

 

47,470

 

 

 

24,413

 

TOTAL ASSETS

 

 

47,470

 

 

 

24,413

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

 

0

 

 

 

44,601

 

Due to related party

 

 

661,344

 

 

 

634,742

 

Total Current Liabilities

 

 

661,344

 

 

 

679,343

 

 

 

 

 

 

 

 

 

 

Note Payable

 

 

462,812

 

 

 

232,027

 

Total Liabilities

 

 

1,124,156

 

 

 

911,370

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Common: Authorized 350,000,000 shares, $.001 par value; Issued and outstanding 260,725,000 shares

 

 

260,725

 

 

 

260,725

 

Accumulated Deficit

 

 

(1,337,411 )

 

 

(1,147,682 )

Total Stockholders' Equity

 

 

(1,076,686 )

 

 

(886,957 )

Total Liabilities & Equity

 

 

47,470

 

 

 

24,413

 

 

See accompanying notes to condensed financial statements

 

 
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CLIC Technology Inc

Condensed Statement of Operations

 

 

 

3 months ended

 

 

3 months ended

 

 

 

12/31/2018

 

 

12/31/2017

 

 

 

 

 

 

 

 

Revenue

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Administrative Expenses

 

 

183,944

 

 

 

5,974

 

Interest

 

 

5,785

 

 

 

0

 

Total Expenses

 

 

189,729

 

 

 

5,974

 

NET LOSS

 

 

(189,729 )

 

 

(5,974 )

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE

 

 

(0.00073 )

 

 

(0.00008 )

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING– BASIC AND DILUTED

 

 

260,725,000

 

 

 

73,850,000

 

 

See accompanying notes to condensed financial statements

 

 
4
 
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CLIC Technology Inc

Condensed Statement of Cash Flows

 

 

 

3 months

 

 

3 months

 

 

 

ended

 

 

ended

 

 

 

12/31/2018

 

 

12/31/2017

 

 

 

 

 

 

 

 

Net Loss for the period

 

 

(189,729 )

 

 

(5,974 )

Adjustments to reconcile net (loss) to net cash provided by

 

 

 

 

 

 

 

 

Accounts Payable

 

 

(44,601 )

 

 

5,917

 

Shareholder Loan

 

 

26,602

 

 

 

 

 

Total Adjustment to reconcile Net Loss

 

 

(18,000 )

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(207,728 )

 

 

(57 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Convertible Notes

 

 

230,785

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

230,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH INCREASE (DECREASE) For PERIOD

 

 

23,057

 

 

 

(57 )

Cash, Beginning

 

 

24,413

 

 

 

169

 

Cash, Ending

 

 

47,470

 

 

 

112

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

 

0

 

 

 

0

 

Income taxes

 

 

0

 

 

 

0

 

 

See accompanying notes to condensed financial statements

 

 
5
 
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CLIC TECHNOLOGY INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2018

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

CLIC Technology, Inc. is a publicly traded holding company under the symbol, “CLIC”.

 

This Company was previously known as:

 

 

· FundThatCompany, Inc. until July 31, 2018

 

 

 

 

· Incorporated in the State of Nevada as a for-profit Company on September 4, 2015

 

The Company adopted fiscal year end of September 30.

 

The Company acquired a Cyprus company, “Oceanovasto Investments Ltd.”, a company organized under the laws of the Republic of Cyprus, on May 17, 2018 from which date it is its wholly owned subsidiary. Since September 2018, the subsidiary is non-functional.

 

Going concern

 

In the fiscal year ended September 30,2018, the Company had revenue of $7,500. But the Company has generated no revenues from its business operations in this quarter and has incurred operating losses since inception of $1,337,411. As of the current balance sheet date, the Company has working capital of $47,470. 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.

 

 
6
 
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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 Company is in the development stage until its online payment portal and the gateway for payments in multiple currencies is built and tested. Research and development costs are charged to operations when incurred and are included in operating expenses.

 

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 and 260,725,000 shares issued and outstanding at December 31, 2018 and at September 30, 2018, respectively. 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. On October 26, 2015, the Company received $10,000 for issued 1,750,000,000 common shares at $0.000005714 per share to the sole director and President of the Company on September 4, 2015.

 

On December 2, 2016 the Company 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.

 

 
7
 
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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 with the Oceanovasto shareholders.

 

As of the date of these financial statements, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

As of December 31, 2018, the present chairman, Yosef Biton, a related party, advanced $661,344 towards the operating expenses. The amounts due to the related parties 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:

 

 

 

Dec 31,

2018

 

 

Sep 30,

2018

 

Net loss before income taxes per financial statements

 

$ (1,337,411 )

 

$ (1,147,682 )

Income tax rate

 

 

34 %

 

 

34 %

Income tax recovery

 

 

(454,720 )

 

 

(390,212 )

Non-deductible

 

 

--

 

 

 

--

 

Valuation allowance change

 

 

454,720

 

 

 

390,212

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

$ -

 

 

$ -

 

 

The significant component of deferred income tax assets is as follows:

 

 

 

Dec 31,

2018

 

 

Sept 30,

2018

 

Net deferred income tax asset

 

$

 

 

$

 

Net operating loss carry-forward

 

$ 454,720

 

 

$ 390,212

 

Valuation allowance

 

 

(454,720 )

 

 

(390,212 )

 

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 February 13, 2019, CLIC Technology Inc. (the “Company”) dismissed Manohar, Chowdhry & Associates (“MCA”) as its independent registered public accounting firm. The dismissal was approved by the Company’s Board of Directors on February 13, 2019, as reported on the Company’s filing on Form 8-K filed February 14, 2019.

 

On the same 8-K filing the Compay reported that appointed Yusufali & Associates (“Y&A”) as its new independent registered public accounting firm, effective as of February 13, 2019.

 

 
8
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Overview

Clic Technology Inc (“CLIC”) is an early stage company focusing on the development of tools, based on blockchain technology, to facilitate digital asset management, including those specific to processing e-commerce and financial industry payments, in multiple countries and multiple payment platforms.

 

Reverse Merger

On May 3, 2018, the Company, then known as FundthatCompany (“FNTT”) and CLIC Technology, Inc. (“CTI”), a Florida corporation entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), pursuant to which, on May 3, 2018, CTI merged into FNTT, with FNTT being the surviving corporation. Upon the closing of the Merger, the shareholders of CTI exchanged 100% of their CTI shareholder interest for a total of One Hundred Ten Million (110,000,000) shares of FNTT restricted common stock as consideration for the Merger, and the former shareholders of CTI now control approximately 83.6% of the Company’s outstanding common stock. On July 31, 2018, the Company changed it’s name to CLIC Technology, Inc.

 

Results of Operations

 

For the three-month period ended December 31, 2018 and 2017 we had no revenue. Expenses for the three-month period ended December 31, 2018 totaled $189,729 resulting in a net loss of $189,729.

 

Capital Resources and Liquidity

 

We have no revenues. We have issued convertible notes in the aggregate amount of $225,000 during the quarter ending December 31, 2018.

 

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. 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. 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.

 

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.

 

Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations. If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.

 

We anticipate that we will begin to implement our plan of operations within the next three months. As a result, we also expect to add a number of employees.

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 4. Controls and Procedures. Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:

 

1 . Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third-party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

2 . Audit Committee and Financial Expert . We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.

 

We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:

 

 

·

Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel.

 

·

Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
10
 
Table of Contents

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Securities and Use of Proceeds.

 

On October 9, 2018, the Company entered into an unsecured convertible promissory note with an unrelated third party in principal amount of $75,000 bearing an interest rate of 8% with a maturity of one year. The convertible promissory note is convertible into shares of the Company’s common stock at the lesser of (a) $.01 per share, or (b) a fifty percent (50%) discount to the average of the three (3) lowest closing bid prices of the common stock of the Company, as reported by OTC Markets or a comparable reporting agency, during the twenty (20) trading days before the Conversion Date.

 

On November 8, 2018, the Company entered into an unsecured convertible promissory note with an unrelated third party in principal amount of $75,000 bearing an interest rate of 8% with a maturity of one year. The convertible promissory note is convertible into shares of the Company’s common stock at the lesser of (a) $.01 per share, or (b) a fifty percent (50%) discount to the average of the three (3) lowest closing bid prices of the common stock of the Company, as reported by OTC Markets or a comparable reporting agency, during the twenty (20) trading days before the Conversion Date.

 

On December 4, 2018, the Company entered into an unsecured convertible promissory note with an unrelated third party in principal amount of $75,000 bearing an interest rate of 8% with a maturity of one year. The convertible promissory note is convertible into shares of the Company’s common stock at the lesser of (a) $.01 per share, or (b) a fifty percent (50%) discount to the average of the three (3) lowest closing bid prices of the common stock of the Company, as reported by OTC Markets or a comparable reporting agency, during the twenty (20) trading days before the Conversion Date.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

None

 

Item 5. Other Information.

 

None

 

 
11
 
Table of Contents

 

Item 6. Exhibits.

 

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

 

 

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer (1)

 

 

32.1 Section 1350 Certification of Chief Executive Officer

 

 

32.2 Section 1350 Certification of Chief Financial Officer (2)

 

 

101 Interactive data files pursuant to Rule 405 of Regulation S-T

_____________

(1) Included in Exhibit 31.1

(2) Included in Exhibit 32.1

 

 
12
 
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SIGNATURES

 

Pursuant to the requirements 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.

 

 

CLIC Technology, Inc.

       

Date: February 19, 2019

By:

/s/ Roman Bond

 

 

Roman Bond, CEO

Principal Executive Officer, Principal Financial Officer

 

 

 

13

 

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