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EX-32.1 - Kriptech International Corp.exhibit32.1kriptechinternati.htm
EX-31.1 - Kriptech International Corp.exhibit31.1kriptech.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934


For the fiscal year ended September 30, 2018


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


For the transition period from ___________ to ___________


Commission File No. 333-214815


KRIPTECH INTERNATIONAL CORP.

 (Exact name of registrant as specified in its charter)



Nevada

(State or Other Jurisdiction of Incorporation or Organization)

37-1830331

IRS Employer Identification Number

7389

Primary Standard Industrial Classification Code Number


21/37 moo 4, Bangrak, Bophut, Koh Samui,

Surat Thani Province, Thailand 84320

Tel.  (424) 265-6700



(Address and telephone number of registrant's executive office)     



Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark whether 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 [ ] No [X]


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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  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. Yes [ ] No [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]                     Accelerated filer [ ]

Non-accelerated filer [ ]                       Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]


As of December 19, 2018, the registrant had 10,530,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 19, 2018.




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TABLE OF CONTENTS




 

PART I

 


ITEM 1

DESCRIPTION OF BUSINESS

4

   

   

 

ITEM 1A    

RISK FACTORS

4

 

  

 

ITEM 1B

UNRESOLVED STAFF COMMENTS                                     

4

 

 

 

ITEM 2   

PROPERTIES

4

      

 

 

ITEM 3   

LEGAL PROCEEDINGS                                             

4

      

 

 

ITEM 4

MINE SAFETY DISCLOSURE          

4

 

PART II

 


ITEM  5   

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      

5

 

 

 

ITEM  6  

SELECTED FINANCIAL DATA                                       

5

 

 

 

ITEM  7 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS

5

      

 

 

ITEM 7A 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   

8

 

 

 

ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                  

8

      

 

 

ITEM 9    

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

16

      

 

 

ITEM 9A

CONTROLS AND PROCEDURES

16

 

 

 

ITEM 9B

OTHER INFORMATION                                            

16


PART III

 

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

17

 

 

 

ITEM 11

EXECUTIVE COMPENSATION

18

 

 

 

ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

19

 

 

 

ITEM 13

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

19

 

 

 

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES                       

19


PART IV

 

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                   

19




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PART I


ITEM 1. DESCRIPTION OF BUSINESS


FORWARD-LOOKING STATEMENTS


This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


As used in this annual report, the terms "we", "us", "our", "the Company", mean KRIPTECH INTERNATIONAL CORP., unless otherwise indicated.


All dollar amounts refer to US dollars unless otherwise indicated.


DESCRIPTION OF BUSINESS

 

We provide visa consultancy services to individuals or groups of individuals, and legal entities. We consult our customers on the terms of how to obtain a visa to a particular country, what the requirements are for visa-free countries, for instance a maximum period of stay, or countries issuing visa on arrival. We provide full and up-to-date information regarding documents, difficulties or any limitations in the process of receiving a visa. We assist in gathering documents and filling out the forms either printed or online, as an embassy requires, or providing step-by- step guidelines and instructions to a successful completion of the process. We also provide interpreters for the cases when the applicant must present in person.


ITEM 1A. RISK FACTORS


Not applicable.



ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


ITEM 2. PROPERTIES


We do not own any property.


ITEM 3. LEGAL PROCEEDINGS


We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No report required.



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PART II


ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS


MARKET INFORMATION


As of December 19, 2018, the 10,530,000 issued and outstanding shares of common stock were held by a total of 31 shareholders of record.


DIVIDENDS

 

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


We currently do not have any equity compensation plans.


ITEM 6. SELECTED FINANCIAL DATA


Not Applicable.


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward- looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


RESULTS OF OPERATIONS


Our net loss for the fiscal year ended September 30, 2018 was $25,255 compared to a net income of $925 during the year ended September 30, 2017. During fiscal year ended September 30, 2018 we have not generated any revenue. During fiscal year ended September 30, 2017 we have generated $32,550 in revenue. The revenue decreased due to no sales activity during fiscal year ended September 30, 2018.


During the fiscal year ended September 30, 2018, we incurred expenses of $25,255 compared to $31,625 incurred during the year ended September 30, 2017. The expenses decreased due to changes in Company’s operations.



 LIQUIDITY AND CAPITAL RESOURCES


As of September 30, 2018 our total assets were $10,570 compared to $11,025 in total assets at September 30, 2017. As of September 30, 2018, our total liabilities were $2,600 compared to $1,100 at September 30, 2017. Stockholders’ equity decreased from $9,925 as of September 30, 2017 to $7,970 as of September 30, 2018.

The weighted average number of shares outstanding was 9,978,904 for the year ended September 30, 2018 compared to 6,368,000 for the year ended September 30, 2017.



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Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the year ended September 30, 2018, net cash flows used in operating activities was $24,755. Net cash flows provided by operating activities was $1,175 for the year ended September 30, 2017.


Cash Flows from Investing Activities


We used $1,500 in investing activities for the year ended September 30, 2017 to purchase computer and equipment.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the year ended September 30, 2018, net cash flows from financing activities was $24,800 received from proceeds from issuance of common stock and loan from shareholder. For the year ended September 30, 2017, net cash flows from financing activities was $9,000 received from proceeds from issuance of common stock.


PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.




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MATERIAL COMMITMENTS


As of the date of this Annual Report, we do not have any material commitments.


PURCHASE OF SIGNIFICANT EQUIPMENT


We do not intend to purchase any significant equipment during the next twelve months.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


The independent auditor's report accompanying our September 30, 2018 and September 30, 2017 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 


BALANCE SHEETS AS OF SEPTEMBER 30, 2018 AND SEPTEMBER 30, 2017

 


STATEMENTS OF OPERATIONS FOR THE YEAR  ENDED SEPTEMBER 30, 2018;   AND FOR THE YEAR ENDED SEPTEMBER 30, 2017

 


STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 2018

 


STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2018;   AND FOR THE YEAR ENDED SEPTEMBER 30, 2017

 


NOTES TO THE FINANCIAL STATEMENTS

 








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PLS CPA, A PROFESSIONAL CORPORATION

t 4725 MERCURY ST. #210 t SAN DIEGO t CALIFORNIA 9111t

t TELEPHONE (858)722-5953 t FAX (858) 764-5480  t FAX (858) 433-2979

t E-MAIL changgpark@gmail.com t


 







 Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders

Kriptech International, Corp.


Opinion on the Financial Statements

We have audited the accompanying balance sheets of Kriptech International Corp. (the Company) as of September 30, 2018 and 2017, the related statements of operations, changes in shareholders' deficit, and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenue sufficient to cover operating costs and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

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 audits. 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 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

 

/s/PLS CPA

____________________

PLS CPA, A Professional Corp.


We have served as the Company’s auditor since 2017.

December 19, 2018

San Diego, CA. 92111



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KRIPTECH INTERNATIONAL CORP.

BALANCE SHEETS

(AUDITED)

 

SEPTEMBER 30, 2018

SEPTEMBER 30, 2017

ASSETS

 

 

Current Assets

 

 

 

Cash

$     9,820

$        9,775

 

Total current assets

9,820

9,775

Fixed assets

750

1,250

Total Assets                                                         

$    10,570

$        11,025

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from related parties

$    2,600

$     1,100

 

Total current liabilities

2,600

1,100

Total Liabilities

2,600

1,100

 

Stockholders’ Equity

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

10,530,000 shares and 8,200,000 shares issued and outstanding as of September 30, 2018 and September 30, 2017, respectively.

10,530

8,200

 

Additional paid-in-capital

22,770

1,800

 

Retained Earnings (Accumulated Deficit)

(25,330)

(75)

Total Stockholders’ equity

7,970

9,925

 

 

 

Total Liabilities and Stockholders’ equity

$     10,570

$        11,025



The accompanying notes are an integral part of these financial statements.





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KRIPTECH INTERNATIONAL CORP.

STATEMENT OF OPERATIONS

(AUDITED)

 

Year ended September 30, 2018

 

 

Year ended September 30, 2017


Revenue

$        -

 

 

$            32,550

 

 

 

 

 

Operating expenses

 

 

 

 

 General and administrative expenses

25,255

 

 

31,625

Net income (loss) from operations

(25,255)

 

 

925

Income (Loss) before provision for income taxes

(25,255)

 

 

925

 

 

 

 

 

Provision for income taxes

-

 

 

-

 

 

 

 

 

Net income (loss)

$      (25,255)

 

 

$             925

 

 

 

 

 

Income (loss) per common share:

 Basic and Diluted

$      (0.00)

 

 

$           0.00

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

9,978,904

 

 

6,368,000


The accompanying notes are an integral part of these financial statements.



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KRIPTECH INTERNATIONAL CORP.

STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE Year endedSEPTEMBER 30, 2018

(AUDITED)

 

Number of

Common

Shares


Amount

Additional Paid-In-Capital

Deficit

accumulated



Total

Balances as of September 30, 2016

1,000,000

1,000

-

$ (1,000)

$               -

Shares issued at $0.001

7,000,000

7,000

-

-

7,000

Shares issued at $0.01

200,000

200

1,800

-

2,000

Net income (loss) for the year                                                                  

-

-

-

925

925

Balances as of September 30, 2017

8,200,000

$    8,200

$       1,800

$   (75)

$       9,925

Shares issued at $0.01

2,330,000

2,330

20,970

-

23,300

Net income (loss) for the year                                                                  

-

-

-

(25,255)

(25,255)

Balances as of September 30, 2018

10,530,000

$ 10,530

$     22,770

$   (25,330)

$       7,970



The accompanying notes are an integral part of these financial statements.

 









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KRIPTECH INTERNATIONAL CORP.

STATEMENT OF CASH FLOWS

(AUDITED)

 

 

Year ended September 30, 2018

Year ended September 30, 2017

Cash flows from Operating Activities

 

 

 

 

Net income (loss)

 

$          (25,255)

$         925

 

Depreciation

 

500

250

 

Net cash provided by (used in) operating activities

 

(24,755)

1,175

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

   Purchase of fixed assets

 

$                   -

$    (1,500)

  Net cash used in investing activities

 

-

(1,500)

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

Proceeds from sale of common stock

 

23,300

9,000

 

Proceeds of loan from shareholder

 

1,500

-

 

Net cash provided by financing activities

 

24,800

9,000

Net increase in cash and equivalents

 

45

8,675

Cash and equivalents at beginning of the period

 

9,775

1,100

Cash and equivalents at end of the period

 

$          9,820

$      9,775

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

 

$                  -

$              -

 

Taxes                                                                                           

 

$                  -

$             -



The accompanying notes are an integral part of these financial statements.






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KRIPTECH INTERNATIONAL CORP.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2018

(AUDITED)


NOTE 1 – ORGANIZATION AND BUSINESS

 

KRIPTECH INTERNATIONAL CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 20, 2016.  

The Company commences operations in the business of visa consultancy services.

The Company has adopted September 30 fiscal year end.


NOTE 2 – GOING CONCERN


The Company’s financial statements as of September 30, 2018 were prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (March 20, 2016) to September 30, 2018 of $25,330.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

 


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.



Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At September 30, 2018 the Company's bank deposits did not exceed the insured amounts.


Use of Estimates


Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.




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Property and Equipment


Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset. The estimated useful life of our property and equipment is as follows: computer equipment and computer software acquired for internal use, three years.

Stock-Based Compensation


As of September 30, 2018, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Revenue Recognition


The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of the fees is probable.

 

The Company records revenue when it is realizable and earned and the consulting services have been rendered to the customers. 


For the year ended September 30, 2017, the Company has recognized revenue after services have been provided and collection has been reasonably assured.

For the year ended September 30, 2017, total revenue earned from eight customers was $32,550 for visa consulting services.


Income Taxes


The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


New Accounting Pronouncements


There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.


NOTE 4 – FIXED ASSETS


On March 28, 2017, the Company purchased a computer for $1,500. The Company is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset. The estimated useful life of the equipment is as follows: computer equipment acquired for internal use, three years.


During year ended September 30, 2018, the Company recorded $500 ($250 in 2017) in depreciation expense for the computer.




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NOTE 5 – CAPTIAL STOCK


The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

On September 12, 2016, the Company issued 1,000,000 shares of its common stock at $0.001 per share for total proceeds of $1,000. On December 27, 2016, the Company issued 7,000,000 shares of its common stock at $0.001 per share for total proceeds of $7,000. In July and August 2017, the Company issued 200,000 shares of its common stock at $0.01 per share for total proceeds of $2,000.

For the year ended September 30, 2018, the Company issued 2,330,000 shares of common stock at $0.01 per share for a proceed of $23,300.


As of September 30, 2018, the Company had 10,530,000 shares issued and outstanding.



NOTE 6 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


Since March 20, 2016 (Inception) through September 30, 2018, the Company’s president, treasurer and director loaned the Company $2,600 to pay for incorporation costs and operating expenses.  As of September 30, 2018, the amount outstanding was $2,600. The loan is non-interest bearing, due upon demand and unsecured.


NOTE 7 - INCOME TAXES


The Company has $25,330 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2036. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 21% to net loss before income taxes. As at September 30, 2018, the Company had no uncertain tax positions.

 

 

September 30, 2018

$

 

 

 

Computed expected tax recovery

 

5,319

Effects of change in tax rates

 

(-)

Change in valuation allowance

 

5,319

 

 

 

Income tax provision

 


The significant components of deferred income tax assets and liabilities as at September 30, 2018, after applying enacted corporate income tax rates, are as follows:

 

 

September 30, 2018

$

 

 

 

Net operating losses carried forward

 

5,319

Valuation allowance

 

(5,319)

 

 

 

Net deferred income tax asset

 



NOTE 8. SUBSEQUENT EVENTS


In accordance with ASC 855-10 management has performed an evaluation of subsequent events from September 30, 2018 through the date the financial statements were issued, and did not have any material recognizable subsequent events.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


ITEM 9A. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

ITEM 9B. OTHER INFORMATION


None.




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PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY



Name and Address of Executive

Officer and/or Director

Age

Position

Anatolii Antontcev

21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320

32

President, Treasurer and Director

(Principal Executive, Financial and Accounting Officer)

Aleksandr Zausayev

21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320

32

Secretary



Anatolii Antontcev has acted as our President, Treasurer and Director since we incorporated on March 20, 2016. Mr. Antontcev graduated from Bangkok University in 2010 as Master of Management. Since 2010 till 2013 he worked as a chief of visa department in Greentour Express, LLC (Bangkok, Thailand). Since 2013 till 2016 he worked as the vice director in “Union Visa Berue” (Thailand).


Aleksandr Zausayev has acted as our Secretary since we incorporated on March 20, 2016. Mr. Zausayev graduated from Bangkok University in 2010 as Master of Management. Since 2010 till 2014 he worked as a business consultant in Sava Chu Ing, LLC (Bangkok, Thailand). Since 2014 till 2016 he worked as the visa consultant in “Union Visa Berue” (Thailand).


During the past ten years, Mr. Antontcev and Mr. Zausayev have not been the subject to any of the following events:


1.

Any bankruptcy petition filed by or against any business of which Mr. Antontcev and Mr. Zausayev were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.

An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Antontcev’s and Mr. Zausayev’s involvement in any type of business, securities or banking activities.

4.

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6.

Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.

Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

1.

Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.




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AUDIT COMMITTEE


We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.


SIGNIFICANT EMPLOYEES


Other than our director and secretary, we do not expect any other individuals to make a significant contribution to our business.


ITEM 11. EXECUTIVE COMPENSATION


The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on March 20, 2016  until September 30, 2017  and for the year ended September 30, 2018:


Summary Compensation Table


Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Anatolii Antontcev, President, Treasurer, Director










Aleksandr Zausayev, Secretary

March 20, 2016  to September 30, 2017


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-

October 1, 2017 to September 30, 2018


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-

October 1, 2016 to September 30, 2017


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-

 

October 1, 2017 to September 30, 2018


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-




There are no current employment agreements between the company and its officer.


There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.


CHANGE OF CONTROL


As of September 30, 2018, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.



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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth information as of September 30, 2018 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.


Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percent of class

Common Stock

Aleksandr Zausayev

 21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320

1,000,000 shares of common stock (direct)

9,49

Common Stock

Anatolii Antontcev

 21/37 moo 4, Bangrak, Bophut, Koh Samui, Surat Thani Province, Thailand 84320

7,000,000 shares of common stock (direct)

66.47



 

The percent of class is based on 10,530,000 shares of common stock issued and outstanding as of the date of this annual report.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On September 12, 2016, the Company issued of 1,000,000 shares of restricted common stock to Aleksandr Zausayev, our secretary in consideration of $1,000. On December 27, 2016, the Company issued 7,000,000 shares of common stocks to our president and director, Mr.  Antontcev, at a price of $0.001 per share, for net proceeds of $7,000. Our president and director, Mr. Antontcev, has advanced funds to us. As of September 30, 2018, Mr. Antontcev has advanced to us $2,600. There is no due date for the repayment of the funds advanced by Mr. Antontcev. Mr. Antontcev will be repaid from revenues of operations if and when we generate revenues to pay the obligation. The obligation to Mr. Antontcev does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Antontcev or the repayment of the funds to Mr. Antontcev.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS CPA’s”) for the audit of the Company’s annual financial statements for the fiscal years ended September 30, 2018 and 2017 and fees billed for other services rendered by PLS CPA’s during those periods. All services reflected in the following fee table for 2018 and 2017 were pre-approved, respectively, in accordance with the policy of the Board.


 

 

 

 

 

 

 

September 30, 2018

 

September 30, 2017

Audit fees (1)

$

10,500

$

11,500

Audit-related fees

 

0

 

0

Tax fees

 

0

 

0

All other fees

 

0

 

0

Total Fees

$

10,500

$

11,500


Notes:


Audit fees consist of audit and review services, consent and review of various documents filed with the SEC for fiscal years ended September 30, 2018 and 2017.

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.


ITEM 15. EXHIBITS


The following exhibits are filed as part of this Annual Report.



Exhibits:


31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                          

                    

 


KRIPTECH INTERNATIONAL CORP.


Dated: December 19, 2018


By: /s/ Anatolii Antontcev

 

Anatolii Antontcev, President and

Chief Executive Officer and Chief Financial Officer







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