UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7371 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Ioanna Kallidou,
President and Chief Executive Officer
Phone: +
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
Securities registered under Section 12(b) of the Exchange Act: None
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.
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 [ ]
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 | [ ] |
| [X] | 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 7(a)(2)(B) of the Securities Act. [
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of July 12, 2022.
INKY
FORM 10-Q
Quarterly Period Ended May 31, 2022
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 5 |
| Condensed Balance Sheets as of May 31, 2022 (Unaudited) and November 30, 2021 | 6 | |
| Condensed Statements of Operations for the three and six months ended May 31, 2022 and 2021 (Unaudited) | 7 | |
| Condensed Statements of Stockholders' Deficit for the three and six months ended May 31, 2022 and 2021 (Unaudited) | 8 | |
| Condensed Statements of Cash Flows for the six months ended May 31, 2022 and 2021 (Unaudited) | 9 | |
| Notes to the Condensed Unaudited Financial Statements | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 17 |
| Item 1A | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 17 |
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Special Note Regarding 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.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
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PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
The accompanying interim condensed financial statements of Inky (“the Company,” “we,” “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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INKY
CONDENSED BALANCE SHEETS
(Unaudited)
|
As of May 31, 2022 |
As of November 30, 2021 | |||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalent | $ | $ | ||
| Prepaid expenses | ||||
| Total Current Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| LIABILITIES | ||||
| Current Liabilities | ||||
| Accounts payable | $ | $ | ||
| Accrued payroll - related party | ||||
| Related-party loan | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| STOCKHOLDERS’ DEFICIT | ||||
|
Common stock, $0.001 par value, 75,000,000 shares authorized; 5,092,023 shares issued and outstanding |
||||
| Additional paid-in capital | ||||
| Accumulated deficit | ( |
( | ||
| Total stockholders’ deficit | ( |
( | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||
The accompanying notes are an integral part of these condensed unaudited financial statements.
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INKY
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
For the three months ended May 31, 2022 |
For the three months ended May 31, 2021 |
For the six months ended May 31, 2022 |
For the six months ended May 31, 2021 | |||||
| EXPENSES | ||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||
| Total expenses | ||||||||
| INCOME (LOSS) BEFORE TAX PROVISION | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| INCOME TAX EXPENSE | ||||||||
| NET LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||
| BASIC AND DILUTED NET LOSS PER SHARE | $ | ( |
$ | ( |
$ | ( |
$ | ( |
The accompanying notes are an integral part of these condensed unaudited financial statements.
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INKY
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the Three and Six Months Ended May 31, 2022 and 2021
(Unaudited)
|
|
Common stock | Additional paid-in capital |
Accumulated deficit |
Total stockholders’ deficit | ||||||
| Shares | Amount | |||||||||
| Balance, November 30, 2020 | $ | |
$ | $ | ( |
$ | ( | |||
| Issuance of common stock for cash | ||||||||||
| Net income (loss) | — | ( |
( | |||||||
| Balance, February 28, 2021 | $ | |
$ | $ | ( |
$ | ( | |||
| Issuance of common stock for cash | ||||||||||
| Net income (loss) | — | ( |
( | |||||||
| Balance, May 31, 2021 | $ | |
$ | $ | ( |
$ | ( | |||
|
|
||||||||||
| Balance, November 30, 2021 | $ | |
$ | $ | ( |
$ | ( | |||
| Net income (loss) | — | ( |
( | |||||||
| Balance, February 28, 2022 | $ | |
$ | $ | ( |
$ | ( | |||
| Net income (loss) | — | ( |
( | |||||||
| Balance, May 31, 2022 | $ | |
$ | $ | ( |
$ | ( | |||
The accompanying notes are an integral part of these condensed unaudited financial statements.
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INKY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| May 31, 2022 | May 31, 2021 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net (loss) | $ | ( |
$ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Changes in operating assets and liabilities: | ||||
| Decrease (increase) in prepaid expenses | ( | |||
| Accrued payroll - related party | ||||
| Accounts payable | ||||
| Net cash flows used in operating activities | $ | ( |
$ | ( |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from sale of common stock | ||||
| Related-party loan | ||||
| Net cash flows provided by financing activities | $ | $ | ||
| NET INCREASE (DECREASE) IN CASH | $ | $ | ( | |
| CASH, BEGINNING OF PERIOD | $ | $ | ||
| CASH, END OF PERIOD | $ | $ | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash paid for interest | $ | $ | ||
| Cash paid for income tax | $ | $ | ||
The accompanying notes are an integral part of these condensed unaudited financial statements.
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INKY
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
For the six months ended May 31, 2022
Note 1 — Description of Organization and Business Operations
Inky is a startup corporation, registered under the laws in the State of Nevada on June 12, 2018. The company (“we,” “us,” or the “Company”) plans to develop, publish and market mobile software application for smartphones and tablet devices (“Apps”). It is an ‘augmented reality’ (AR) app aiming to help users decide what and where to ink without having to regret the tattoo after the fact. The app includes a selection of tattoo sketches by different artists that can be virtually placed via smartphone-powered AR. A user gets to try on a virtual tattoo on their body in real-time.
Our principal executive office is located at 24 Penteliss, Limassol 4102, Cyprus.
The Company’s functional and reporting currency is the U.S. dollar.
Note 2 – Going Concern
The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a startup company, the Company had no revenues and incurred losses as of May 31, 2022. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
At this time any results of financial impact of the COVID-19 pandemic cannot be reasonably estimated now but it may have a material adverse impact on our business, financial condition and results of operations.
Note 3 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2021.
In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company’s year-end is November 30.
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INKY
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
For the six months ended May 31, 2022
Note 3 — Summary of Significant Accounting Policies (cont.)
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of May 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 reporting period. Actual results could differ from those estimates.
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 $114 of cash and cash equivalents as of May 31, 2022 ($114 as of November 30, 2021).
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of May 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of May 31, 2022, and November 30, 2021, no amounts have been accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
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INKY
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
For the six months ended May 31, 2022
Note 3 — Summary of Significant Accounting Policies (cont.)
Research and Development Policy
ASC 730, “Research and Development”, addresses the proper accounting and reporting for research and development costs. It identifies those activities that are to be identified as research and development, the elements of costs that shall be identified with research and development activities, the accounting for these costs, and the financial statement disclosures related to them. Costs and expenses that can be clearly identified as research and development are charged to expense as incurred.
Software Development Policy
The Company follows the provisions of ASC 985, “Software”, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.
Recent Accounting Pronouncements
The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements.
Note 4 – Stockholders’ Equity
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.
During the six months ended May 31, 2021, the Company issued 437,823 shares of common stock for cash proceeds of $13,134 at $0.03 per share.
There were 5,092,023 and 5,092,023 shares of common stock issued and outstanding as of May 31, 2022, and November 30, 2021, respectively.
Note 5 — Related Party Transactions
During the six months period ended May 31, 2022 and 2021, the Company’s director loaned to the Company $1,619 and $199, respectively.
As
of May 31, 2022 and November 30, 2021, our sole director has a total outstanding balance of $
As of May 31, 2022 and November 30, 2021, the payroll liability to our sole director was $21,000 and $0, respectively.
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INKY
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
For the six months ended May 31, 2022
Note 6 — Prepaid Expenses
As of May 31, 2022, the prepaid balance was as follows:
| As May 31, 2022 | ||
| Application development | $ | |
| Prepaid business license fees | ||
| Total prepaid expenses | $ |
Note 7 – Subsequent Events
The Company has evaluated all subsequent events through the date when the financial statements were issued to determine if they must be reported. The Company determined that there were no reportable subsequent events to disclose in these financial statements.
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Overview
Inky was incorporated in the State of Nevada on June 12, 2018. The Company (“we,” “us,” or the “Company”) is engaged in mobile applications development. Inky helps the User decide what and where they want to ink without having to get an actual tattoo. User simply utilizes Inky to have preview of a proposed tattoo. Then the tattoo technician utilizes the User phone’s camera to position and overlay the proposed tattoo. Users will be able to download our App through direct-to-consumer digital storefronts, such as the Apple App Store and Google Play Market.
We plan to generate revenue from sales, or downloads, of our App and from advertisements published on our ad supported app titles.
The member of our management has accumulated significant experience, knowledge and contacts across the key disciplines in the digital and mobile industries. This encompasses digital and social media sales, advertising, operations, and technology and product development and deployment. We expect to leverage management’s industry experience and contacts to our advantage.
Sales, Marketing and Distribution
We plan to market, sell and distribute our Inky Apps exclusively through Apple’s App Store and through the Google Play Store, the largest direct-to-consumer digital storefronts. We expect that a majority of our revenues will be derived from sales on the Apple App Store.
Competition
Developing and distributing Apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, technologies and storefronts. With respect to competing for consumers of our app, we will compete primarily on the basis of app quality, brand and customer reviews. We will compete for promotional and digital storefront placement based on these factors, as well as our relationship with the storefront owner, historical performance, perception of sales potential and relationships with licensors of brands, properties and other content.
We believe that our small size will provide us a competitive edge for the time being and allow us to make quick decisions as to product development to take advantage of consumer preferences at a particular point in time.
With respect to our App, we compete with a continually increasing number of companies, including industry leaders such as Activision, DeNA, Electronic Arts (EA Mobile), Apploft, GREE, GungHo Online Entertainment, King Digital Entertainment, Nexon, Warner Brothers and Zynga and many well-funded private companies, including Kabam, Machine Zone, Rovio, Storm 8/Team Lava and Supercell. We could also face increased competition if large companies with significant online presences such as Apple, Google, Amazon, Facebook or Yahoo, choose to enter or expand in the apps space or develop competing apps. One of the main competitors is the InkHunter, whose prototype application is similar to ours. But we believe we are also a good competitor.
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In addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies and individuals in all of our segments who are able to create and launch Apps and other content for these devices using relatively limited resources and with relatively limited start-up time or expertise.
Most of our competitors and our potential competitors have one or more advantages over us, including:
· significantly greater financial and personnel resources;
· stronger brand and consumer recognition;
· the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;
· more substantial intellectual property of their own;
· lower labor and development costs and better overall economies of scale; and
· broader distribution and presence.
Government Regulation
We are subject to various federal, state and international laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes and contests. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our customers, and deliver products and services, may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase and we may be subject to increased regulatory scrutiny.
Employees
We are a start-up company and currently have one employee - Ioanna Kallidou, our president, treasurer, secretary and director. We intend to outsource any additional services if the business requires.
Results of Operations for the Three Months Ended May 31, 2022 and 2021:
During the three months ended May 31, 2022 and 2021, we have not generated any revenues.
Our net loss for the three-month period ended May 31, 2022 and 2021, was $12,770 and $1,842 respectively. This was due to an increase in payroll expense.
Results of Operations for the Six Months Ended May 31, 2022 and 2021:
During the six months ended May 31, 2022 and 2021, we have not generated any revenues.
Our net loss for the six-month period ended May 31, 2022 and 2021, was $24,271 and $4,539 respectively. This was due to an increase in payroll expense.
15
Liquidity and Capital Resources
Net cash flows used in operating activities for the six months ended May 31, 2022, consisted of a net loss of $24,271, prepaid expenses of $488, accrued payroll of $21,000 and accounts payable of $1,164. Net cash flows used in operating activities for the six months ended May 31, 2021, consisted of a net loss of $4,539 and prepaid expenses $18,475.
Net cash flows provided by financing activities for the six months ended May 31, 2022, consisted of related-party loans of $1,619. Net cash flows provided by financial activities for the six months ended May 31, 2021, consisted of related-party loans of $199 and sale of common stock of $13,134.
Off-Balance Sheet Arrangements
As of May 31, 2022, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not Applicable.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of May 31, 2022, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings. |
During the period ending May 31, 2022, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors. |
As a smaller reporting company, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Not Applicable.
| Item 3. | Defaults Upon Senior Securities. |
Not Applicable.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INKY | ||
| Date: July 14, 2022 | By: | /s/ Ioanna Kallidou |
|
Ioanna Kallidou Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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