Attached files
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EX-32.2 - TOUCAN INTERACTIVE CORP | ex32-2.htm |
EX-32.1 - TOUCAN INTERACTIVE CORP | ex32-1.htm |
EX-31.2 - TOUCAN INTERACTIVE CORP | ex31-2.htm |
EX-31.1 - TOUCAN INTERACTIVE CORP | ex31-1.htm |
EX-23.2 - TOUCAN INTERACTIVE CORP | ex23-2.htm |
EX-23.1 - TOUCAN INTERACTIVE CORP | ex23-1.htm |
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, 2017
[ ] 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 November 15, 2018.
Documents incorporated by reference: None.
TABLE OF CONTENTS
EXPLNATORY NOTE | 3 | |
PART II | ||
Item 8 | Financial Statements and Supplementary Data | 4 |
PART IV | ||
Item 15 | Exhibits, Financial Statement Schedules | 14 |
2 |
On November 15, 2018, 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, 2017 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends (i) Item 8 of Part II of the Original Form 10-K, Note 7 to the Financial Statements to correct an error in the deferred tax asset as of February 29, 2016 and to include the audit opinion of the previous independent registered public accounting firm which was previously omitted from the Original Form 10-K, and (ii) Item 15 of Part IV of the Original Form 10-K to include Exhibit 23.1 - Consent of independent registered public accounting firm and Exhibit 23.2 - Consent of previous independent registered public accounting firm, both previously omitted from the Original Form 10-K.
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.
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Item 8. Financial Statements and Supplementary Data
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Toucan Interactive Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Toucan Interactive Corp. as of February 28, 2017 and the related statements of operations, changes in stockholder’s equity, cash flows, and the related notes (collectively referred to as “financial statements”) for the period then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2017 and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Toucan Interactive Corp. as of February 29, 2016, were audited by other auditors whose report dated April 18, 2016 expressed an unqualified opinion on those statements.
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
September 26, 2018
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Toucan Interactive Corp.
We have audited the accompanying balance sheet of Toucan Interactive Corp. as of February 29, 2016 the related statements of operations, stockholders’ equity, and cash flows for the year ended February 29, 2016. Toucan Interactive Corp. 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 audit 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 Toucan Interactive Corp. as of February 29, 2016, and the results of its operations and its cash flows for the year ended February 29, 2016 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 7 to the financial statements, the Company had accumulated deficit as of February 29, 2016, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ KLJ & Associates, LLP | |
KLJ & Associates, LLP | |
Edina, MN | |
April 18, 2016 |
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TOUCAN INTERACTIVE CORP.
FEBRUARY 28, 2017 AND FEBRUARY 29, 2016
2017 | 2016 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 1,727 | $ | 3,757 | ||||
Prepaid expenses | 2,735 | - | ||||||
Total Current Assets | 4,462 | 3,757 | ||||||
Total Assets | $ | 4,462 | $ | 3,757 | ||||
LIABILITIES & STOCKHOLDERS’ (DEFICIT) | ||||||||
Liabilities | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 2,015 | $ | - | ||||
Advances from related parties | 19,033 | - | ||||||
Director loan | - | 4,678 | ||||||
Total Current Liabilities | 21,048 | 4,678 | ||||||
Total Liabilities | 21,048 | 4,678 | ||||||
Stockholders’ (Deficit) | ||||||||
Common stock par value $.001; 75,000,000 shares authorized, 7,100,000 and 5,100,000 shares issued and outstanding | 7,100 | 5,100 | ||||||
Additional paid in capital | 37,578 | 20,900 | ||||||
Accumulated deficit | (61,264 | ) | (26,921 | ) | ||||
Total Stockholders’ Deficit | (16,586 | ) | (921 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 4,462 | $ | 3,757 |
See accompanying notes to financial statements
7 |
TOUCAN INTERACTIVE CORP.
Year ended February 28, 2017 | Year ended February 29, 2016 | |||||||
REVENUE | $ | - | $ | 8,200 | ||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 34,343 | 21,835 | ||||||
TOTAL OPERATING EXPENSES | 34,343 | 21,835 | ||||||
NET LOSS | $ | (34,343 | ) | $ | (13,635 | ) | ||
NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 6,815,068 | 5,100,000 |
See accompanying notes to financial statements
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TOUCAN INTERACTIVE CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock | Additional Paid in | Accumulated | Total
Stockholders’ Equity | |||||||||||||||||
Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
Balance, February 28, 2015 | 5,100,000 | $ | 5,100 | $ | 20,900 | $ | (13,286 | ) | $ | 12,714 | ||||||||||
Net loss for the year ended February 29, 2016 | (13,635 | ) | (13,635 | ) | ||||||||||||||||
Balance, February 29, 2016 | 5,100,000 | 5,100 | 20,900 | (26,921 | ) | (921 | ) | |||||||||||||
Shares issued for $0.04 per share | 6,000,000 | 6,000 | 237,605 | 243,605 | ||||||||||||||||
Shares repurchased for $0.06 per share | (4,000,000 | ) | (4,000 | ) | (236,605 | ) | (240,605 | ) | ||||||||||||
Director loan forgiven | 15,678 | 15,678 | ||||||||||||||||||
Net loss for the year ended February 28, 2017 | (34,343 | ) | (34,343 | ) | ||||||||||||||||
Balance, February 28, 2017 | 7,100,000 | $ | 7,100 | $ | 37,578 | $ | (61,264 | ) | $ | (16,586 | ) |
See accompanying notes to financial statements.
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TOUCAN INTERACTIVE CORP.
Year ended February 28, 2017 | Year ended February 29, 2016 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (34,343 | ) | $ | (13,635 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (2,735 | ) | - | |||||
Accounts payable | 2,015 | - | ||||||
Net Cash Used in Operating Activities | (35,063 | ) | (13,635 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Advances from director loan | 11,000 | 3,000 | ||||||
Advances from related parties | 19,033 | - | ||||||
Proceeds from sale of capital stock | 243,605 | - | ||||||
Repurchase of capital stock | (240,605 | ) | - | |||||
Net cash provided by Financing Activities | 33,033 | 3,000 | ||||||
Net Change in Cash | (2,030 | ) | (10,635 | ) | ||||
Cash, beginning of period | 3,757 | 14,392 | ||||||
Cash, end of period | $ | 1,727 | $ | 3,757 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Interest paid | $ | - | $ | - | ||||
Income taxes paid | $ | - | $ | - | ||||
SUPPLEMENTAL NON-CASH TRANSACTIONS: | ||||||||
Director loan forgiven | $ | 15,678 | $ | - | ||||
Additional paid in capital from director loan forgiven | $ | 15,678 | $ | - |
See accompanying notes to financial statements
10 |
TOUCAN INTERACTIVE CORP.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2017
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
TOUCAN INTERACTIVE Corp. was incorporated under the laws of the State of Nevada on January 28, 2014. It was initially set up as a company in the business of providing credit information options on all major banks located in Costa Rica, Canada, United States and other countries located in North, Central and South America. On April 22, 2016, the Company experienced a change in control and ceased operations as a provider of credit option services; and changed the address of its principal executive offices to 25 E. Foothill Blvd., Arcadia, California 91006. The Company currently serves as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.
NOTE 2 – BASIS OF PRESENTATION
Basis of Presentation
The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” accounting), the rules and regulations of the Securities and Exchange Commission (the “SEC”) for financial reporting, and are presented in US dollars. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of February 28, 2017 presented herein have been reflected in these financial statements and the notes thereto.
Accounting Basis
The Company uses the accrual basis of GAAP accounting. The Company has adopted a February 28 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $1,727 of cash as of February 28, 2017.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents and amounts due to director and other related parties. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with GAAP accounting requires 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
StockBased Compensation
Stockbased compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income 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. There are no such common stock equivalents outstanding as of February 28, 2017.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 3 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses resulting in an accumulated deficit of $61,264 as of February 28, 2017 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors, other related parties and, or, private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
NOTE 4 – ADVANCES FROM DIRECTOR AND OTHER RELATED PARTIES
Advances from Director and other related parties consist of the following for the periods ended February 28, 2017 and February 29, 2016:
2017 | 2016 | |||||||
Advances from related parties | $ | 19,033 | $ | - | ||||
Director loan | - | 4,678 | ||||||
Total advances from director and other related parties | $ | 19,033 | $ | 4,678 |
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NOTE 5 – CAPITAL STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 6, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.
From October 3, 2014 to November 24, 2014 the company issued 1,100,000 shares of common stock for cash proceeds of $22,000 at $0.02 per share.
On April 22, 2016, the Company issued 6,000,000 shares of common stock for cash proceeds of $243,605 at $0.04 per share.
On April 22, 2016, the Company repurchased 4,000,000 shares of common stock for cash payments of $240,605 at $0.06 per share.
There were 7,100,000 shares of common stock issued and outstanding as of February 28, 2017.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 7 – INCOME TAXES
As of February 28, 2017, the Company had net operating loss carry forwards of approximately $61,264 that may be available to reduce future years’ taxable income in varying amounts through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the periods ended February 28, 2017 and February 29, 2016:
2017 | 2016 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current Operations | $ | 11,676 | $ | 4,635 | ||||
Less: valuation allowance | (11,676 | ) | (4,635 | ) | ||||
Net provision for Federal income taxes | $ | - | $ | - |
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of February 28, 2017 and February 29, 2016:
2017 | 2016 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 20,829 | $ | 8,922 | ||||
Less: valuation allowance | (20,829 | ) | (8,922 | ) | ||||
Net deferred tax asset | $ | - | $ | - |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $61,264 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to February 28, 2017 to the date these financial statements were available to be issued as of September 26, 2018, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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Item 15. Exhibits, Financial Statement Schedules
(a) | Documents filed as part of this Form 10-K/A. |
(1) | All financial statements |
(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.
(3) | Exhibits filed as part of this Report on Form 10-K/A. |
* | Filed herewith. |
** | 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.
Toucan Interactive Corp. | ||
(Registrant) | ||
Date: November 21, 2018 | By: | /s/ Gang Ding |
Name: | Gang Ding | |
Title: | Chief Executive Officer (Principal Executive Officer) | |
Date: November 21, 2018 | By: | /s/ William Chu |
Name: | William Chu | |
Title: | Chief Financial Officer (Principal Financial Officer) |
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