NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
One 4 Art Limited (the “Company”)
was incorporated as US Parts Online Inc. under the laws of the State of Nevada on October 10, 2011. The Company was formed with the goal
of selling new auto parts.
On October 27, 2014 (the “Closing”),
Hong Kong Wanfeng International Investment Group Co., Limited (“Purchaser”), entered into a Stock Purchase Agreement (the
“Purchase Agreement”) with Mr. Dmitrijs Podlubnijs (“Seller”), pursuant to which the Seller sold for an aggregate
purchase price of $390,000, 5,000,000 shares of the Common Stock of the Company. At the Closing, the Purchaser acquired an aggregate of
5,000,000 shares of Common Stock, or approximately 78.49% of the issued and outstanding Common Stock and attained voting control of the
Company. In connection with the acquisition of the shares of Company by the Purchaser, Mr. Podlubnijs resigned from our board of directors
effective as of October 27, 2014 and Mr. Lu Miao, Mr. Liu Yihe, and Mr. Chong Cheuk Man Yuki were appointed to the Company’s Board
of Directors.
On February 5, 2015, the Board of Directors and
majority stockholder of the Company approved the filing of a Certificate of Amendment to its Articles of Incorporation to change the name
of the Company from US Parts Online Inc. to “One 4 Art Limited”. On March 30, 2015, the Company filed a Certificate of
Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada, and the name change became effective at
the open of business on April 1, 2015. The Company’s new trading symbol on the OTC Bulletin Board is ONFA.
On April 30, 2015, the Board of Directors
and majority stockholder of the Company approved a reverse stock split of the Company’s outstanding common stock, par value $0.001
per share at a ratio of 1-for-50. The reverse stock split became effective at the open of business on June 15, 2015. It has no effect
on the authorized share capital and the par value.
On July 30, 2015, the Board approved and effected
a conversion of the outstanding amount due from the controlling shareholder, Hong Kong Wanfeng International Investment Group Co.,
Limited of $10,000 into 900,000 restricted common shares of the Company’s Common Stock at a conversion price of $0.011 per
share.
On December 16, 2020, as a result of a receivership
in Clark County, Nevada, Case Number: A-20-816622-B, Custodian Ventures LLC (“Custodian”) ,managed by David Lazar was appointed
receiver of the Company.
On December 16, 2020, Custodian appointed David
Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman
of the Board of Directors.
NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been
prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™”
(the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied
by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”)
in the United States.
Going Concern
The accompanying financial statements have been
prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business for the twelve months following the date of these financial statements. As of August 31, 2021 the Company
had no cash on hand and an accumulated deficit of $183,648.
Because the Company does not expect that existing
operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s
ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative
sources of financing. Recently the Company being funded by David Lazar who extended interest-free demand loans to the Company. Historically,
the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale
of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations
become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital,
and intends to continue this practice where feasible.
Management’s
Representation of Interim Financial Statements
The accompanying unaudited
financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations,
and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements
include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results
of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for
a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto as presented
in the Company’s Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience,
known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available
as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and cash equivalents
The Company considers all highly liquid temporary
cash investments with an original maturity of three months or less to be cash equivalents. The Company had no cash on hand as of August
31, 2021, and November 30, 2020, respectively.
Income taxes
The Company accounts for income taxes under FASB
ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement 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. Under FASB ASC 740, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting
for Uncertainty in Income Taxes” 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.
The amount recognized is measured as the largest
amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity
of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it
to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Net Loss per Share
Net loss per common share is computed by dividing
net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260,
“Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income
by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are
determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements
There are no recent accounting pronouncements
that impact the Company’s operations.
NOTE 3 – EQUITY
Common Stock
The Company has authorized 75,000,000 shares of
$0.001 par value, common stock. As of August 31, 2021 and November 30, 2020, respectively, there were 1,027,400 shares of Common Stock
issued and outstanding.
Preferred Stock
On April 19, 2021 the Company awarded Custodian
Ventures 10,000,000 shares of Preferred Stock Series A par value $0.001 in return for a repayment of $19,701 in loans extended to the
company and for services performed by Custodian Ventures. Each preferred share is convertible into 10 shares of common stock or 100,000,000
shares of common stock. These shares were valued at par value less $19,701 or $80,299. As of August 31, 2021 there were 10,000,000 preferred
shares authorized and outstanding.
NOTE 4 – RELATED PARTY NOTES PAYABLE
All of the Company’s financing has come
from its Court appointed receiver, Custodian Ventures, LLC. As of August 31, 2021, Custodian Ventures had lent $19,701 to the Company
in the form of an interest-free demand loan. This loan was forgiven pursuant to the issuance of Preferred Stock to Custodian Ventures
discussed in Note 3 above. Subsequent to this loan forgiveness, Custodian Ventures funded an additional $22,098 during the three months
ended August 31, 2021. As of August 31, 2021 the balance due to Custodian Ventures was $22,098
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments
as of August 31, 2021 and November 30, 2020.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined
that it does not have any material subsequent events to disclose in these financial statements