UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(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

Commission file number: 333-216292

Registrant’s telephone number, including area code: (800) 701- 4342

MIKROCOZE, INC.

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ 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 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.

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 Exchange Act).    Yes  ☒     No  ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court  ☐ Yes     ☐ No

Securities registered pursuant to Section 12(b) of the Act:

As of April 14, 2021 the registrant had 75,000,000 shares of common stock issued and 75,000,000 shares of common stock outstanding, par value $0.001.

EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 to Form 10-Q for the quarterly period ended February 28, 2021, (“Amendment No. 1”) to correct an error on the cover page of the original Form 10-Q as filed with the Securities and Exchange Commission on April 14, 2021 (the “Original Form 10-Q”). The cover page of the Original Form 10-Q showed the incorrect designation as to whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. The correct box that should have been designated is yes, as the registrant is a shell company, (rather than the box that was checked no, as originally shown, as the result of a typographical error), as indicated on the cover page of this Amendment No. 1.

No changes are hereby made to the registrant’s financial statements. Other than the change discussed above and the filing of the currently dated Section 1350 certifications and updated XBRL data under Item 6 of Part II of this Amendment No. 1, no changes have been made to the Original Form 10-Q or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q.

The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-Q.

 EXHIBIT INDEX

___________________ 

* Included in Exhibit 31.1

** Included in Exhibit 32.1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.