Item 1. Financial Statements
ANTILIA GROUP, CORP.
Balance Sheets
(Unaudited)
|
|
July 31,
2019
|
|
|
January 31,
2019
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Accounts receivable
|
|
$
|
1,592
|
|
|
$
|
1,056
|
|
Receivable - related party
|
|
|
56,164
|
|
|
|
56,164
|
|
Total Current Assets
|
|
|
57,756
|
|
|
|
57,220
|
|
Property and equipment, net
|
|
|
233
|
|
|
|
433
|
|
TOTAL ASSETS
|
|
$
|
57,989
|
|
|
$
|
57,653
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
2,873
|
|
|
$
|
9,036
|
|
Loans from related parties
|
|
|
54,767
|
|
|
|
31,538
|
|
TOTAL LIABILITIES
|
|
|
57,640
|
|
|
|
40,574
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Common stock, par value $0.001 per share, 75,000,000 shares authorized, 4,290,000 shares issued and outstanding
|
|
|
4,290
|
|
|
|
4,290
|
|
Additional paid-in capital
|
|
|
39,767
|
|
|
|
39,767
|
|
Stock payable
|
|
|
40,000
|
|
|
|
40,000
|
|
Accumulated deficit
|
|
|
(86,108
|
)
|
|
|
(69,378
|
)
|
Retained earnings from discontinued operations
|
|
|
2,400
|
|
|
|
2,400
|
|
Total stockholders' equity
|
|
|
349
|
|
|
|
17,079
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
57,989
|
|
|
$
|
57,653
|
|
The accompanying notes are an integral part of these unaudited interim financial statements.
ANTILIA GROUP, CORP.
Statements of Operations
(Unaudited)
|
|
For the Three Months Ended
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|
|
For the Six Months Ended
|
|
|
|
July31,
|
|
|
July 31,
|
|
|
July31,
|
|
|
July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
46
|
|
|
$
|
-
|
|
|
$
|
535
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
16,715
|
|
|
$
|
3,681
|
|
|
$
|
17,265
|
|
|
$
|
9,638
|
|
Total Operating Expenses
|
|
|
16,715
|
|
|
|
3,681
|
|
|
|
17,265
|
|
|
|
9,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(16,669
|
)
|
|
|
(3,681
|
)
|
|
|
(16,730
|
)
|
|
|
(9,638
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FROM CONTINUED OPERATIONS
|
|
$
|
(16,669
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(16,730
|
)
|
|
$
|
(9,638
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME FROM DISCONTINUED OPERATIONS
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(16,669
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(16,730
|
)
|
|
$
|
(9,138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continued Operations per share: Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
Income from Discontinued Operations per share: Basic and Diluted
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
Net loss per share: Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding - Basic and Diluted
|
|
|
4,290,000
|
|
|
|
4,290,000
|
|
|
|
4,290,000
|
|
|
|
4,290,000
|
|
The accompanying notes are an integral part of these unaudited interim financial statements.
ANTILIA GROUP, CORP.
Statements of Stockholders’ Equity (Deficit)
For the Three Month and Six Month Period Ended July 31, 2019 and 2018
(Unaudited)
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|
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|
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|
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|
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|
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Retained
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Earnings
|
|
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|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
|
|
|
from
|
|
|
|
|
|
|
Number of Shares
|
|
|
Amount
|
|
|
Paid-in
Capital
|
|
|
Stock
Payable
|
|
|
Accumulated
Deficit
|
|
|
Discontinued
Operations
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - January 31, 2019
|
|
|
4,290,000
|
|
|
$
|
4,290
|
|
|
$
|
39,767
|
|
|
$
|
40,000
|
|
|
$
|
(69,378
|
)
|
|
$
|
2,400
|
|
|
$
|
17,079
|
|
Net loss from continued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(61
|
)
|
|
|
-
|
|
|
|
(61
|
)
|
Balance - April 30, 2019
|
|
|
4,290,000
|
|
|
$
|
4,290
|
|
|
$
|
39,767
|
|
|
$
|
40,000
|
|
|
$
|
(69,439
|
)
|
|
$
|
2,400
|
|
|
$
|
17,018
|
|
Net loss from continued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(16,669
|
)
|
|
|
-
|
|
|
|
(16,669
|
)
|
Balance - July 31, 2019
|
|
|
4,290,000
|
|
|
$
|
4,290
|
|
|
$
|
39,767
|
|
|
$
|
40,000
|
|
|
$
|
(86,108
|
)
|
|
$
|
2,400
|
|
|
$
|
349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
|
|
|
from
|
|
|
|
|
|
|
Number of Shares
|
|
|
Amount
|
|
|
Paid-in
Capital
|
|
|
Stock
Payable
|
|
|
Accumulated
Deficit
|
|
|
Discontinued
Operations
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - January 31, 2018
|
|
|
4,290,000
|
|
|
$
|
4,290
|
|
|
$
|
24,795
|
|
|
$
|
-
|
|
|
$
|
(38,613
|
)
|
|
$
|
1,900
|
|
|
$
|
(7,628
|
)
|
Net loss from continued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,957
|
)
|
|
|
-
|
|
|
|
(5,957
|
)
|
Net income from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
500
|
|
Balance - April 30, 2018
|
|
|
4,290,000
|
|
|
$
|
4,290
|
|
|
$
|
24,795
|
|
|
$
|
-
|
|
|
$
|
(44,570
|
)
|
|
$
|
2,400
|
|
|
$
|
(13,085
|
)
|
Net loss from continued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,681
|
)
|
|
|
-
|
|
|
|
(3,681
|
)
|
Balance - July 31, 2018
|
|
|
4,290,000
|
|
|
$
|
4,290
|
|
|
$
|
24,795
|
|
|
$
|
-
|
|
|
$
|
(48,251
|
)
|
|
$
|
2,400
|
|
|
$
|
(16,766
|
)
|
The accompanying notes are an integral part of these unaudited interim financial statements.
ANTILIA GROUP, CORP.
Statements of Cash Flows
(Unaudited)
|
|
For the Six Months Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss from continued operations
|
|
$
|
(16,730
|
)
|
|
$
|
(9,638
|
)
|
Net income from discontinued operations
|
|
|
-
|
|
|
|
500
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
200
|
|
|
|
200
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(536
|
)
|
|
|
-
|
|
Inventory
|
|
|
-
|
|
|
|
4,320
|
|
Accounts payable and accrued liabilities
|
|
|
(6,163
|
)
|
|
|
2,432
|
|
Net cash used in operating activities
|
|
|
(23,229
|
)
|
|
|
(2,186
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Advances from director
|
|
|
23,229
|
|
|
|
1,200
|
|
Net cash provided by financing activities
|
|
|
23,229
|
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
-
|
|
|
|
(986
|
)
|
Cash and cash equivalents - beginning of period
|
|
|
-
|
|
|
|
986
|
|
Cash and cash equivalents - end of period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these unaudited interim financial statements.
ANTILIA GROUP, CORP.
Notes to the Financial Statements
July 31, 2019
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
ANTILIA GROUP, CORP. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on September 19, 2016. We are a development stage company that plans to engage in the business of selling used automobiles in the USA and Dominican Republic. The Company’s physical address is Calle Duarte, No. 6 Sosua, Dominican Republic.
On May 31, 2018, as a result of a private transaction, the control block of voting stock of this company, represented by 2,985,000 shares of common stock, has been transferred from Ramon Perez Conception to Greenwich Holdings Limited, and a change of control of Antilia Group, Corp. (the “Company”) has occurred.
On November 1, 2018, the Company discontinued the business of selling used automobiles in the United States and Dominican Republic.
On December 3, 2018, the Company entered into a Capital Contribution Agreement (the “Agreement”) with its president and principal shareholder, Robert Qin Peng (“Peng”). Under the terms of the Agreement, Peng contributed certain assets of eVeek, LLC (“eVeek”), a developer of iOS and Android applications and games, to our company, in exchange for the issuance of an addition 8,000 shares of common stock of our company to Peng (the “Acquisition”). To determine the number of shares received by Peng in connection with such contribution, our company valued the contributed eVeek assets at $40,000 and divided this amount by a price per share equal to $5.00, which represents the most recent price per share for trades of the Company’s common stock on the Over-the-Counter Quotation system in which the Company’s common stock is quoted. In connection with the Agreement, our company assumed certain ongoing responsibilities of eVeek, including maintaining Apple and Google developer licenses. The assets contributed to our company consist of a significant portion of the assets used in the operation of the eVeek business, with the exception of one application on eVeeks’ Google Play account and three applications on eVeeks’ iTunes account.
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since Inception (September 19, 2016) resulting in an accumulated deficit from continued operations of $86,108 and retained earnings from discontinued operations of $2,400 as of July 31, 2019, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended July 31, 2019 are not necessarily indicative of the results that may be expected for the year ending January 31, 2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2019 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended January 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on May 24, 2019.
Use of Estimates
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts receivable
Accounts receivable is received typically on the 21st or 22nd of the subsequent month. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. During the six months ended July 31, 2019 and July 31, 2018, the Company recognized no bad debt or allowance.
Depreciation, Amortization, and Capitalization
Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Computer Software 3 Years
|
|
July 31,
2019
|
|
|
January 31,
2019
|
|
Computer Software
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Less: accumulated amortization
|
|
|
(967
|
)
|
|
|
(767
|
)
|
Net property and equipment
|
|
$
|
233
|
|
|
$
|
433
|
|
During the six ended July 31, 2019 and July 31, 2018, the depreciation cost was $200 and $200, respectively.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
Revenue related to multi-media downloads is recognized when the above criteria are met.
During the six months ended July 31, 2019, the Company recognized sales revenue from mobile applications of $535.
Fair Value of Financial Instruments
ASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) intended to improve financial reporting around leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees”- to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. For public companies, the standard is effective for fiscal years beginning after December 15, 2018 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not currently entered into any leases for a term of longer than one year and therefore does not expect the adoption of this standard to have a material effect on its condensed consolidated financial statements. The Company will adopt this ASU beginning on September 1, 2019 and will utilize the modified retrospective transition approach, as prescribed within this ASU.
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s unaudited interim financial statements.
NOTE 4 – ADVANCE FROM DIRECTOR
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.
During the six months ended July 31, 2019 and July 31, 2018, the Company’s sole officer and director loaned the Company $23,229 and $1,200 to pay for incorporation costs and operating expenses, respectively. As of July 31, 2019 and January 31, 2019, the amount outstanding was $54,767 and $31,538, respectively. The loan is non-interest bearing, due upon demand and unsecured.
On December 3, 2018, the Company acquired receivable from related party from the collection of accounts receivable on the multi-media downloads of $56,164. As of July 31, 2019 and January 31, 2019, the Company recorded receivable – related party of $56,164 and $56,164, respectively.
NOTE 5 – COMMON STOCK
The Company has 75,000,000 authorized common shares at $0.001 par value.
As of July 31, 2019 and January 31, 2019, the issued and outstanding common stock are 4,290,000 and 4,290,000, respectively.
NOTE 6 – ACQUISITIONS OF NET ASSETS
On December 3, 2018, the Company authorized the issuance of 8,000 shares of its common stock at $40,000 to acquire the net assets from eVeek, LLC summarized as follows:
Net Assets Acquisition
|
|
|
|
Accounts receivable
|
|
$
|
480
|
|
Receivable - related party
|
|
|
56,164
|
|
Accounts payable and accrued liabilities
|
|
|
(1,672
|
)
|
|
|
$
|
54,972
|
|
NOTE 7 – DISCONTINUED OPERATIONS
On November 1, 2018, the Company discontinued the business of selling used automobiles in the United States and Dominican Republic.
The net income from the discontinued operations in the financial statements reflected the operation results from the selling of used automobile.
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,820
|
|
Cost of Goods Sold
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,320
|
|
Gross Profit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income from Discontinued Operations
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
500
|
|
NOTE 8 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Antilia Group, Corp., unless otherwise indicated.
General Overview
We were incorporated in the State of Nevada on September 19, 2016. Our principal executive office is located at Calle Duarte, No. 6, Sosua, Dominican Republic, our telephone number is 829-217-2262.
On May 31, 2018, in connection with a private transaction, the control block of voting stock of our company, represented by 2,985,000 shares of common stock, was transferred from Ramon Perez Conception to Greenwich Holdings Limited, resulting in a change of control of our company and the resignation of Ramon Perez Conception as President, Secretary, Treasurer and director and the appointment of Robert Qin Peng as President, Secretary, Treasurer and director of our company.
From inception until the Acquisition, we were in the business of selling used automobiles that we purchased in the United States to customers in the USA and Dominican Republic. We purchased our automobiles primarily at used car stores, private sellers, dealer-auctions and sell them to private buyers or other car dealers in the USA and Dominican Republic.
Our address is Calle Duarte, No 6, Dominican Republic. We do not have a corporate website.
Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
We do not have any subsidiaries.
Our Current Business
On November 1, 2018, our company discontinued the business of selling used automobiles in the United States and Dominican Republic. Upon the change of control of our company, management began to seek a new business direction for our company. With the contribution by Robert Qin Peng of the eVeek assets, we now have a portfolio of iOS and Android applications (apps) and games (collectively the “Apps”). We will adopt different monetization strategies with each of our apps and games – some monetize using only ads, some have both ads and in-app purchases and some are paid apps. Consumers download our Apps through the Apple App Store or the Google Play Store.
Android Apps and Games
Our Android portfolio includes 6 games and 2 apps.
iOS Apps and Games
Our iPhone iOS portfolio includes 5 games and 1 app.
Our iPad iOS portfolio includes 5 games and 1 app.
We currently generate revenue from sales of our paid Apps and minimal revenue from advertisements published on certain Apps. A primary focus for us during the next 12 months is on developing new Apps and modifying existing Apps that we believe can generate increased revenue.
Results of Operations
Three Months Ended July 31, 2019 and July 31, 2018
The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the three months ended July 31, 2019 and 2018, which are included herein.
Our operating results for the three months ended July 31, 2019 and 2018, and the changes between those periods for the respective items are summarized as follows:
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
|
|
|
2019
|
|
|
2018
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
46
|
|
|
$
|
-
|
|
|
$
|
46
|
|
Operating Expenses
|
|
$
|
(16,715
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(13,034
|
)
|
Net Loss from Continued Operations
|
|
$
|
(16,669
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(12,988
|
)
|
Net Income from Discontinued Operations
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Net Loss
|
|
$
|
(16,669
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(12,988
|
)
|
Revenue
During the three months ended July 31, 2019 and July 31, 2018, the Company recognized sales revenue from mobile applications of $46 and $NIL, respectively.
Operating Expenses
During the three months ended July 31, 2019, we incurred operating expenses of $16,715 compared to $3,681 for the three months ended July 31, 2018. The increase was attributed to the increase in professional fees.
Net Loss
Our net loss from continued operations for the three months ended July 31, 2019 and July 31, 2018 was $16,669 and $3,681, respectively.
Our net loss for the three months ended July 31, 2019 and July 31 2018 was $16,669 and $3,681, respectively.
Six Months Ended July 31, 2019 and July 31, 2018
The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the six months ended July 31, 2019 and 2018, which are included herein.
Our operating results for the three months ended July 31, 2019 and 2018, and the changes between those periods for the respective items are summarized as follows:
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
|
|
|
2019
|
|
|
2018
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
535
|
|
|
$
|
-
|
|
|
$
|
535
|
|
Operating Expenses
|
|
$
|
(17,265
|
)
|
|
$
|
(9,638
|
)
|
|
$
|
(7,627
|
)
|
Net Loss from Continued Operations
|
|
$
|
(16,730
|
)
|
|
$
|
(9,638
|
)
|
|
$
|
(7,092
|
)
|
Net Income from Discontinued Operations
|
|
$
|
-
|
|
|
$
|
500
|
|
|
$
|
(500
|
)
|
Net Loss
|
|
$
|
(16,730
|
)
|
|
$
|
(9,138
|
)
|
|
$
|
(7,592
|
)
|
Revenue
During the six months ended July 31, 2019 and July 31, 2018, the Company recognized sales revenue from mobile applications of $535 and $NIL, respectively.
Operating Expenses
During the six months ended July 31, 2019, we incurred operating expenses of $17,265 compared to $9,638 for the three months ended July 31, 2018. The increase was attributed to the increase in professional fees.
Net Loss
Our net loss from continued operations for the six months ended July 31, 2019 and July 31, 2018 was $16,730 and $9,638, respectively. Our net income from discontinued operations for the six months ended July 31, 2019 and July 31, 2018 was $NIL and $500, respectively.
Our net loss for the six months ended July 31, 2019 and July 31 2018 was $16,730 and $9,138, respectively.
LIQUIDITY AND CAPITAL RESOURCES
|
|
As of
|
|
|
As of
|
|
|
|
|
|
|
July 31,
|
|
|
January 31,
|
|
|
|
|
|
|
2019
|
|
|
2019
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Current Assets
|
|
$
|
57,756
|
|
|
$
|
57,220
|
|
|
$
|
536
|
|
Current Liabilities
|
|
$
|
57,640
|
|
|
$
|
40,574
|
|
|
$
|
17,066
|
|
Working Capital Deficiency
|
|
$
|
116
|
|
|
$
|
16,646
|
|
|
$
|
(16,530
|
)
|
As at July 31, 2019, our total assets were $57,756 compared to $57,220 in total assets at July 31, 2019. As at July 31, 2019, total assets comprised of $1,592 in accounts receivable, $56,164 in receivable due from related party and $233 in net fixed assets. . As at January 31, 2019 total assets comprised of $1,056 in accounts receivable, $56,164 in receivable due from related party and $433 in net fixed assets.
As at July 31, 2019, our current liabilities comprised of accounts payable and accrued liabilities of $2,873 and related party loans of $54,767 compared to accounts payable and accrued liabilities of $9,036 and related party loans of $31,538 as of January 31, 2019.
Stockholders’ equity was $349 as of July 31, 2019 compared to $17,079 as of January 31, 2019.
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
|
|
|
2019
|
|
|
2018
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
$
|
(23,229
|
)
|
|
$
|
(2,186
|
)
|
|
$
|
(21,043
|
)
|
Net cash used in investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net cash provided by financing activities
|
|
$
|
23,229
|
|
|
$
|
1,200
|
|
|
$
|
22,029
|
|
Net decrease in cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
(986
|
)
|
|
$
|
986
|
|
Cash Flows from Operating Activities
For the six months ended July 31, 2019, net cash flows used in operating activities was $23,229, consisting of net loss from continued operations of $16,730, an increase in accounts receivable of $536 and a decrease in accounts payable and accrued liabilities of $6,163, offset by depreciation of $200.
For the six months ended July 31, 2018, net cash flows used in operating activities was $2,186, consisting of net loss from continued operations of $9,638, offset by net income from discontinued operations of $500, depreciation of $200, a decrease in inventory of $4,320 and an increase in accounts payable and accrued liabilities of $2,432.
Cash Flows from Investing Activities
For the six months ended July 31, 2019 and July 31, 2018, we had not used any funds in investing activities.
Cash Flows from Financing Activities
For the six months ended July 31, 2019 and July 31, 2018, cash flows provided by financing activities was $23,229 and $1,200 from director’s advancement, respectively.
Cash Requirements
We will require additional cash as we expand our business. To carry out our business plan, we will need to raise additional capital. There can be no assurance that we will be able to raise additional capital or, if we are able to raise additional capital, the terms we be acceptable to us.
These conditions indicate a material uncertainty that casts significant doubt about our ability to continue as a going concern. We require additional debt or equity financing to have the necessary funding to continue operations and meet our obligations. We have continued to adopt the going concern basis of accounting in preparing our financial statements.
Future Financings
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
Off-Balance Sheet Arrangements
We have no 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 is material to stockholders.