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EX-32.1 - CERTIFICATION - Azar International Corp.azar_ex321.htm
EX-31.1 - CERTIFICATION - Azar International Corp.azar_ex311.htm

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

Mark One

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

 

For the quarterly period ended February 28, 2021

 

☐     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. 333-234137

 

AZAR INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

   

Nevada

 

7999

 

98-1448750

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

  

Azar International Corp.

Carretera Turistica, Luperon, 12th km, No. 7

Grand Parada, Puerto Plata, Dominican Republic

(829) 947-5251 

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

  

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☐

 

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). Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

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. Yes ☐    No ☒

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

  

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐     No ☐

  

Applicable Only to Corporate Registrants

  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

  

Class

 

Outstanding as of April 7, 2021

 

Common Stock, $0.001

3,895,000

 

 

 

   

AZAR INTERNATIONAL CORP.

 

 

 

 

 

 

Part I Financial information

 

 

 

 

 

 

 

Item 1

Financial statements (unaudited)

 

 

 

Item 2

Management’s discussion and analysis of financial condition and results of operations

 

11

 

Item 3

Quantitative and qualitative disclosures about market risk

 

13

 

Item 4

Controls and procedures

 

13

 

 

 

 

 

PART II Other Information

 

 

 

 

 

 

 

Item 1

Legal proceedings

 

14

 

Item 2

Unregistered sales of equity securities and use of proceeds

 

14

 

Item 3

Defaults upon senior securities

 

14

 

Item 4

Mine safety disclosures

 

14

 

Item 5

Other information

 

14

 

Item 6

Exhibits

 

15

 

 

Signatures

 

16

 

 

 
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AZAR INTERNATIONAL CORP.

BALANCE SHEETS

 

 

 

FEBRUARY 28, 2021

 

 

AUGUST 31,

2020

 

 

 

(UNAUDITED)

 

 

(AUDITED)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash & cash equivalents

 

$ 12,180

 

 

$ 27,634

 

Total current assets

 

$ 12,180

 

 

$ 27,634

 

Non-Current assets

 

 

 

 

 

 

 

 

Equipment (net)

 

 

180

 

 

 

236

 

Intangible assets (net)

 

 

2,667

 

 

 

3,467

 

Total non-Current assets

 

$ 2,847

 

 

 

3,703

 

TOTAL ASSETS

 

$ 15,027

 

 

$ 31,337

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Loans from related parties

 

$ 9,797

 

 

$ 7,797

 

Accounts Payable

 

 

10,000

 

 

 

-

 

Total current liabilities

 

 

19,797

 

 

 

7,797

 

Total Liabilities

 

$ 19,797

 

 

$ 7,797

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized; 3,859,000 shares issued and outstanding

 

 

3,895

 

 

 

3,895

 

Additional Paid-In-Capital

 

 

25,955

 

 

 

25,955

 

Accumulated Deficit

 

 

(34,620 )

 

 

(6,310 )

Total Stockholders’ equity (deficit)

 

$ (4,770 )

 

$ 23,540

 

Total Liabilities and Stockholders’ Equity (Deficit)

 

$ 15,027

 

 

$ 31,337

 

 

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

 

 
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AZAR INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

  

 

 

Three months

ended

February 28,

2021

 

 

Three months

ended

February 29,

2020

 

 

Six months

ended

February 28,

2021

 

 

Six months

ended

February 29,

2020

 

Revenue

 

$ -

 

 

$ 4,000

 

 

$ -

 

 

$ 4,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

-

 

 

 

1,400

 

 

 

-

 

 

 

1,400

 

General and administrative expenses

 

 

23,769

 

 

 

2,027

 

 

 

28,310

 

 

 

4,503

 

Total Operation expenses

 

 

(23,769 )

 

 

3,427

 

 

 

(28,310 )

 

 

5,903

 

Income (Loss) before provision for income taxes

 

 

(23,769 )

 

 

573

 

 

 

(28,310 )

 

 

(1,903 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$ (23,769 )

 

$ 573

 

 

$ (28,310 )

 

$ (1,903 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share: Basic and Diluted

 

$ (0.00 )

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding: Basic and Diluted

 

 

3,895,000

 

 

 

3,000,000

 

 

 

3,895,000

 

 

 

3,000,000

 

 

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

 

 
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AZAR INTERNATIONAL CORP.

STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE SIX MONTHS PERIODS ENDED FEBRUARY 28, 2021 AND 20120

(UNAUDITED) 

 

 

 

Number of

Common

Shares

 

 

Amount

 

 

Additional

Paid-In-

Capital

 

 

Deficit

accumulated

 

 

Total

 

Balance at August 31, 2019

 

 

3,000,000

 

 

$ 3,000

 

 

$ -

 

 

 

(978 )

 

 

2,022

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,903 )

 

 

(1,903 )

Balances as of February 29, 2020

 

 

3,000,000

 

 

 

3,000

 

 

 

-

 

 

 

(2,881 )

 

 

119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of August 31, 2020

 

 

3,895,000

 

 

$ 3,895

 

 

$ 25,955

 

 

$ (6,310 )

 

$ 23,540

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28,310 )

 

 

(28,310 )

Balances as of February 28, 2021

 

 

3,895,000

 

 

$ 3,895

 

 

$ 25,955

 

 

$ (34,620 )

 

$ (4,770 )

    

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

 

 
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AZAR INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Six months

ended

February 28,

2021

 

 

Six months

ended

February 29,

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (28,310 )

 

$ (1,903 )

Adjustments as of non-cash items

 

 

 

 

 

 

 

 

Depreciation

 

 

56

 

 

 

47

 

Amortization

 

 

800

 

 

 

533

 

Accounts Payable

 

 

10,000

 

 

 

-

 

Net cash provided by (used in) Operating activities

 

 

(17,454 )

 

 

(1,323 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of non-current assets

 

 

-

 

 

 

(5,139 )

Net cash provided by (used in) Investing activities

 

 

-

 

 

 

(5,139 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

-

 

 

 

-

 

Proceeds of loan from shareholder

 

 

2,000

 

 

 

4,819

 

Net cash provided by Financing activities

 

 

2,000

 

 

 

4,819

 

Increase (decrease) in cash and equivalents

 

 

(15,454 )

 

 

(1,643 )

Cash and equivalents at beginning of the period

 

 

27,634

 

 

 

5,000

 

Cash and equivalents at end of the period

 

$ 12,180

 

 

$ 3,357

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

Taxes

 

$ -

 

 

$ -

 

  

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

 

 
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AZAR INTERNATIONAL CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED FEBRUARY 28, 2021

   

NOTE 1 – ORGANIZATION AND BUSINESS

 

AZAR INTERNATIONAL CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on September 20, 2018. Azar International Corp. is in the tourism business.

 

The Company has adopted August 31 fiscal year end.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of February 28, 2021 have been 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 (September 20, 2018) to February 28, 2021 of $34,620. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

 

During the quarter ended February 28, 2021, the Company was negatively impacted by the effects of the worldwide COVID-19 pandemic. The Company’s business is tourism in the Dominican Republic. Border closer, travel bans and quarantine place doubt on the Company’s revenue, which could result in continued losses.

 

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.

 

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.

 

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 February 28, 2021, the Company's bank deposits did not exceed the insured amounts.

 

 
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Stock-Based Compensation

 

As of February 28, 2021, 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.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2021.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Revenue Recognition

 

We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.

Revenue is recognized when the following criteria are met:

 

 

·

Identification of the contract, or contracts, with customer;

 

·

Identification of the performance obligations in the contract;

 

·

Determination of the transaction price;

 

·

Allocation of the transaction price to the performance obligations in the contract; and

 

·

Recognition of revenue when, or as, we satisfy performance obligation.

   

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

 

 
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Fixed Assets

 

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.

 

Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

 

Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

 

The Company utilizes straight-line depreciation over the estimated useful life of the asset.

 

Office Equipment – 3 years

 

Earnings per Share

 

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

 

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 

Risks and Uncertainties

 

In December 2019, a novel strain of coronavirus surfaced in China, which has and is continuing to spread throughout the world, including the United States and Dominican Republic. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The governors of New York, California and several other states, as well as mayors on many cities, have ordered their residents to cease traveling to non-essential jobs and to curtail all unnecessary travel, and to stay in their homes as much as possible in the coming weeks, as the nation confronts the escalating coronavirus outbreak, and similar restrictions have been recommended by the federal authorities and authorities in many other states and cities. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the current economic conditions continue, the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have a significant negative impact on the Company.

   

NOTE 4 – EQUIPMENT (NET)

 

Company purchased equipment as on September 30, 2019 for $339.

 

The Company depreciates its property using straight-line depreciation over the estimated useful life of 3 years.

 

For the six-month period ended February 28, 2021 the company recorded $56 in depreciation expense. From inception (September 20, 2018) through February 28, 2021 the company has recorded a total of $159 in depreciation expense.

  

 
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NOTE 5 – INTANGIBLE ASSETS

 

Intangibles comprise of Company’ website. The website was purchased on October 31, 2019 for $4,800. The Company amortize its intangible using straight-line depreciation over the estimated useful life of 3 years.

 

For the six-month period ended February 28, 2021 the company recorded $800 in amortization expense. From inception (September 20, 2018) through February 28, 2021 the company has recorded a total of $1,333 in amortization expense.

 

NOTE 6 – CAPTIAL STOCK

 

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

 

In November 2018, the Company issued 3,000,000 shares of its common stock at $0.001 per share for total proceeds of $3,000.

 

In July and August 2020, the Company issued 895,000 shares of its common stock at $0.03 per share for total proceeds of $26,850.

 

As of February 28, 2021, the Company had 3,895,000 shares issued and outstanding.

 

NOTE 7 – 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 September 20, 2018 (Inception) through February 28, 2021, the Company’s sole officer and director loaned the Company $9,797 to pay for incorporation costs and operating expenses.As of February 28, 2021, the amount outstanding was $9,797. The loan is non-interest bearing, due upon demand and unsecured.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from February 28, 2021 to the date the financial statements were issued and has determined that there are no items to disclose.

 

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

   

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.

 

DESCRIPTION OF BUSINESS

 

On September 20, 2018, the Company was incorporated under the laws of the State of Nevada. We are engaged in the tourism. Azar International Corp. organizes individual and group sailing tours in the Dominican Republic. Services and itineraries provided by our company include custom packages according to the client’s specifications. We develop and offer our own sailing tours in the North part of Dominican Republic as well as third-party suppliers.

 

RESULTS OF OPERATIONS

   

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

As of February 28, 2021, our total assets were $15,027 compared to $31,337 in total assets at August 31, 2020. As of February 28, 2021, our total liabilities were $19,797 compared to $7,797 in total liabilities at August 31, 2020.

 

Stockholders’ deficit was $4,770 as of February 28, 2021 compared to $23,540 in Stockholders’ Equity as of August 31, 2020.

   

Three months ended February 28, 2021 compared to three months February 29, 2020.

 

During three months ended February 28, 2021 we have not generated any revenue. During three months ended February 29, 2020 we generated $4,000 in revenue.

  

During the three months ended February 28, 2021, we incurred expenses of $23,769 compared to $3,427 incurred during the three-month period ended February 29, 2020.

 

 
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Our net loss for the three months ended February 28, 2021 was $23,769 compared to net income of $573 during the three-month period ended February 29, 2020.

 

Six months ended February 28, 2021 compared to six months February 29, 2020.

 

During six months ended February 28, 2021 we have not generated any revenue. During six months ended February 29, 2020 we generated $4,000 in revenue.

   

During the six months ended February 28, 2021, we incurred expenses of $28,310 compared to $5,903 incurred during the six-month period ended February 29, 2020.

 

Our net loss for the six months ended February 28, 2021 was $28,310 compared to $1,903 during the six-month period ended February 29, 2020.

 

Cash Flows used by Operating Activities

 

For the six-month period ended February 28, 2021, net cash flows used in operating activities was $17,454. Net cash flows provided by operating activities was $1,323 during the six-month period ended February 29, 2020.

 

Cash Flows used by Investing Activities

 

We used $5,139 in investing activities during the six-month period ended February 29, 2020 compared to $-0- during the six-month period ended February 28, 2021.

 

Cash Flows from Financing Activities

 

For the six-month period ended February 28, 2021, net cash flows from financing activities was $2,000 compared to $4,819 received from the related party during the six-month period ended February 29, 2020.

 

Effects of COVID-19

 

In March 2020, a novel strain of coronavirus (COVID-19) was declared a global pandemic by the World Health Organization. This pandemic has negatively affected the U.S. and global economies, disrupted global supply chains and financial markets, and led to significant travel and transportation restrictions, including mandatory closures and orders to “shelter-in-place”.

 

As the pandemic continues the global tourism may continue to decline, which will continue to affect our revenue and, as a result, could adversely affect our operating results and financial condition. The Dominican government lifted the State of Emergency and allowed the resumption of commercial aviation effective July 1, however, there are still limitations regarding public activities. Social distancing protocols have been established for a variety of activities and masks are required by law in public spaces.

 

During the quarter ended February 28, 2021, the Company was negatively impacted by the effects of the worldwide COVID-19 pandemic, border closer, travel bans and quarantine, and is likely to continue to be adversely affected for a significant period of time.

   

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 twelve 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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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OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly 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 registered public accounting firm auditors' report accompanying our August 31, 2020 financial statements contained 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in the Company's internal control over financial reporting during the six-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 
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PART II. OTHER INFORMATION

  

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

   

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the six-month period ended February 28, 2021.

   

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
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ITEM 6. 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

 

 
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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.

 

 

AZAR INTERNATIONAL CORP.

       
Dated: April 7, 2021 By: /s/ Hilario Lopez Vargas

 

 

Hilario Lopez Vargas  
   

President and Chief Executive

Officer and Chief Financial Officer

 

 

 
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