Item
1. Financial
Statements
The
accompanying interim financial statements of Toucan Interactive Corp. (the “Company”), 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.
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.
TOUCAN
INTERACTIVE CORP.
Condensed
Balance Sheet
(Unaudited)
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May 31, 2020
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February 29, 2020
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ASSETS
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Current Assets
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|
|
|
|
|
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Cash and cash equivalents
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$
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1,160
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|
|
$
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2,830
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|
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Prepaid expenses
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|
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4,979
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|
|
|
4,729
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Total Current Assets
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6,139
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|
7,559
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Total Assets
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$
|
6,139
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|
|
$
|
7,559
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LIABILITIES & STOCKHOLDERS’ (DEFICIT)
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Liabilities
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Current Liabilities
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Accounts payable
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$
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300
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$
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-
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Advances from related parties
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76,738
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|
|
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76,738
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Total Current Liabilities
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77,038
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76,738
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Total Liabilities
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77,038
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76,738
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Stockholders’ (Deficit)
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Common stock par value $.001; 75,000,000 shares authorized, 7,100,000 shares issued and outstanding
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7,100
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7,100
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Additional paid in capital
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37,578
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37,578
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Accumulated deficit
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(115,577
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)
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(113,857
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)
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Total Stockholders’ Deficit
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(70,899
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)
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(69,179
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)
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Total Liabilities and Stockholders’ Deficit
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$
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6,139
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|
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$
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7,559
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|
The
accompanying notes are an integral part of these condensed financial statements
TOUCAN
INTERACTIVE CORP.
Condensed
Statement of Operations
(Unaudited)
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Three Months
Ended
May 31, 2020
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Three Months
Ended
May 31, 2019
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REVENUE
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$
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-
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$
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-
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OPERATING EXPENSES
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General and administrative expenses
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1,720
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9,253
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TOTAL OPERATING EXPENSES
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1,720
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9,253
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NET LOSS
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$
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(1,720
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)
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$
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(9,253
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)
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NET LOSS PER SHARE: BASIC AND DILUTED
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$
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(0.00
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)
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$
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(0.00
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)
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
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7,100,000
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7,100,000
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The
accompanying notes are an integral part of these condensed financial statements
TOUCAN
INTERACTIVE CORP.
Condensed
Statement of Changes in Stockholders’ Deficit
(Unaudited)
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Common Stock
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Additional
Paid in
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Accumulated
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Total Stockholders’
Equity
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Shares
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Amount
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Capital
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Deficit
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(Deficit)
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Balances at February 29, 2020
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7,100,000
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$
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7,100
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$
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37,578
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$
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(113,857
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)
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$
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(69,179
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)
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Net loss
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(1,720
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)
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(1,720
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)
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Balances at May 31, 2020
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7,100,000
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$
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7,100
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$
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37,578
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|
|
$
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(115,577
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)
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$
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(70,899
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)
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|
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Common Stock
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Additional
Paid in
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Accumulated
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Total Stockholders’
Equity
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Shares
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Amount
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Capital
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Deficit
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(Deficit)
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Balances at February 28, 2019
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7,100,000
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$
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7,100
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$
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37,578
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$
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(99,819
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)
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$
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(55,141
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)
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Net loss
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(9,253
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)
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(9,253
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)
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Balances at May 31, 2019
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7,100,000
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$
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7,100
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$
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37,578
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$
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(109,072
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)
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$
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(64,394
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)
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The
accompanying notes are an integral part of these condensed financial statements
TOUCAN
INTERACTIVE CORP.
Condensed
Statement of Cash Flows
(Unaudited)
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Three Months
Ended
May 31, 2020
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Three Months
Ended
May 31, 2019
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(1,720
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)
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$
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(9,253
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in operating assets and liabilities:
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Prepaid expenses
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(250
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)
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(1,050
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)
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Accounts payable
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300
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(100
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Net Cash Used in Operating Activities
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(1,670
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)
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(10,403
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)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Advances from related parties
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-
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-
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Net Cash Provided by Financing Activities
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-
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-
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Net Change in Cash
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(1,670
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)
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(10,403
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)
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Cash, beginning of period
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2,830
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|
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17,662
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Cash, end of period
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$
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1,160
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$
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7,259
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Interest paid
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$
|
-
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|
|
$
|
-
|
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
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|
The
accompanying notes are an integral part of these condensed financial statements
TOUCAN
INTERACTIVE CORP.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
May
31, 2020
(Unaudited)
NOTE
1 - ORGANIZATION AND NATURE OF BUSINESS
Toucan
Interactive Corp. was incorporated under the laws of the State of Nevada on January 28, 2014. It was initially set up as a company in
the business of providing credit information options on all major banks located in Costa Rica, Canada, United States and other countries
located in North, Central and South America. On April 22, 2017, the Company experienced a change in control and ceased operations as
a provider of credit option services. The Company currently serves as a vehicle to investigate and, if such investigation warrants, acquire
a target company or business seeking the perceived advantages of being a publicly held corporation.
NOTE
2 – BASIS OF PRESENTATION AND GOING CONCERN
BASIS
OF ACCOUNTING
The
accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”)
for interim financial reporting. Accordingly, these financial statements do not include all information and footnote disclosures required
for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our
management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial
position, results of operations and cash flows as of May 31, 2020 and for all interim periods presented herein have been reflected in
these financial statements and the notes thereto. Interim results for the three month period ended May 31, 2020 are not necessarily indicative
of the results to be expected for the fiscal year as a whole. These financial statements should be read in conjunction with the audited
financial statements and accompanying notes as included in the Form 10-K for the year ended February 29, 2020.
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 losses resulting in an accumulated
deficit of $115,577 as of May 31, 2020 and further losses are anticipated in the development of its business raising 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. In June 2020 and May 2021, the controlling stockholder, through a related
entity, advanced $15,000 and $30,000 respectively to the Company to demonstrate its continued support to finance the Company’s
ongoing operation. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset
amounts, or amounts and classifications of liabilities that might result from this uncertainty.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Recent
Accounting Pronouncements
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flow.
NOTE
3 – COMMON STOCK
The
Company has 75,000,000, $0.001 par value shares of common stock authorized.
On
February 6, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.
From
October 3, 2014 to November 24, 2014 the company issued 1,100,000 shares of common stock for cash proceeds of $22,000 at $0.02 per share.
On
April 22, 2017, the Company issued 6,000,000 shares of common stock for cash proceeds of $243,605 at $0.04 per share.
On
April 22, 2017, the Company repurchased 4,000,000 shares of common stock for cash payments of $240,605 at $0.06 per share.
There
were 7,100,000 shares of common stock issued and outstanding as of May 31, 2020.
NOTE
4 – COMMITMENTS AND CONTINGENCIES
The
Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation
for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected
herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities
in the future.
NOTE
5 – SUBSEQUENT EVENTS
In
accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to May 31, 2020 to the date these financial
statements were available to be issued as of June 19, 2021, and has determined that it does not have any material subsequent events to
disclose in these financial statements, except that in June 2020 and May 2021, the controlling stockholder, through a related entity,
advanced $15,000 and $30,000 to the Company to demonstrate its continued support to finance the Company’s ongoing operation.
Item
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
section and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide
current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical
or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,”
“will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking
statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results
discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed
in Part II, Item 1A of this Form 10-Q under the heading “Risk Factors,” which are incorporated herein by reference. The following
discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29, 2020 (the
“2020 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the condensed financial
statements and notes thereto included in Part I, Item 1 of this Form 10-Q. All information presented herein is based on the Company’s
fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal
years ended in February and the associated quarters, months and periods of those fiscal years. Each of the terms the “Company”
and “Toucan” as used herein refers collectively to Toucan Interactive Corp., unless otherwise stated. The Company assumes
no obligation to revise or update any forward-looking statements for any reason, except as required by law.
GENERAL
Toucan
Interactive Corp. was incorporated in the state of Nevada on January 24, 2014 and maintained its official business address at Sabanilla
de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica.
From
inception until April 2017, the Company’s principal business consisted of developing a website, www.NEEDforCREDIT.com, to provide
credit option services to users primarily in Costa Rica, Canada, the United States and South and Central America and to market context
advertising services to banks and financial institutions in these countries and regions.
In
April 2017, pursuant to the transactions described in the Current Report on Form 8-K filed on April 22, 2017, the Company experienced
a change in control (the “Change of Control”) and ceased operations as a provider of credit option services. The Company
also changed the address of its principal executive offices to 25 E. Foothill Blvd., Arcadia, California 91006.
The
Company currently serves as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking
the perceived advantages of being a publicly held corporation. Management does not intend to undertake any efforts to cause a market
to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company will not
restrict its potential candidate target companies to any industry, specific business or geographical location and, thus, may acquire
any type of business.
The
Company does not currently engage in any business activities that generate cash flow. During the next twelve months we anticipate incurring
costs related to:
|
(a)
|
filing
Exchange Act reports, and
|
|
(b)
|
investigating,
analyzing and consummating a business combination.
|
We
believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to
or invested in us by our controlling stockholder, management or other investors. As of the date of the period covered by this report,
the Company has $1,160 in its treasury. There are no assurances that the Company will be able to secure any additional funding as needed.
As
of the date of this Quarterly Report, the Company has not entered into any definitive agreement with any party, nor have there been any
specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company
has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. The analysis of new business
opportunities will be undertaken by or under the supervision of the Company’s officers and directors. In its efforts to analyze
potential acquisition targets, the Company will consider the following factors:
|
(a)
|
Potential
for growth, indicated by new technology, anticipated market expansion or new products;
|
|
(b)
|
Competitive
position as compared to other firms of similar size and experience within the industry segment as well as within the industry as
a whole;
|
|
(c)
|
Strength
and diversity of management, either in place or scheduled for recruitment;
|
|
(d)
|
Capital
requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of
additional securities, through joint ventures or similar arrangements or from other sources;
|
|
(e)
|
The
cost of participation by the Company as compared to the perceived tangible and intangible values and potentials to be acquired;
|
|
(f)
|
The
extent to which the business opportunity can be advanced.
|
In
applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and available data. In evaluating a prospective business combination,
the Company will conduct as extensive a due diligence review of potential targets as reasonably possible.
We
anticipate that the selection of a business combination will be complex and extremely risky. Potentially available business combinations
may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities difficult and complex. We cannot assure investors that our choice of a business combination
will result in profitable operations.
CRITICAL
ACCOUNTING POLICIES
There
have been no significant changes during the three month period ended May 31, 2020 to the critical accounting policies disclosed in our
audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2020.
RESULTS
OF OPERATIONS
We
are a development stage company and have generated minimal revenue since its inception. We have incurred recurring losses to date. 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, loans from our controlling stockholder and the sale of equity or debt securities. We
have no committed source of financing and we cannot guarantee that we will be able to raise funds as and when we need them.
Three
Month Period Ended May 31, 2020 Compared to Three Month Period Ended May 31, 2019.
We
earned no revenue during the three month periods ended May 31, 2020 and 2019. We have earned minimal revenue since the date of inception.
Our
net loss for the three month period ended May 31, 2020 was $1,720 compared to a net loss of $9,253 for the three month period ended May
31, 2019.
During
the three month period ended May 31, 2020, we incurred general and administrative expenses of $1,720 as compared to $9,253 incurred for
the three month period ended May 31, 2019. General and administrative expenses incurred during the three month periods ended May 31,
2020 and 2019 were generally related to corporate overhead and administrative contracted services.
LIQUIDITY
AND CAPITAL RESOURCES
Three
Month Period Ended May 31, 2020
As
of May 31, 2020, we had cash of $1,160, prepaid expenses of $4,979, liabilities of $77,038, and a working capital deficit of $70,899.
As of February 29, 2020, we had cash of $2,830, prepaid expenses of $4,729, liabilities of $76,738, and a working capital deficit of
$69,179. We expect to incur continued losses until we acquire a company with operations and those operations are profitable.
Cash
Flows from Operating Activities
For
the three month periods ended May 31, 2020 and 2019, net cash used in operating activities amounted to $1,670 and $10,403, respectively.
Cash
Flows from Investing Activities
For
the three month periods ended May 31, 2020 and 2019, the Company has not generated any cash flows from investing activities.
Cash
Flows from Financing Activities
We
have financed our operations primarily from either loans or the issuance of equity. For the three month periods ended May 31, 2020 and
2019, the Company has not generated any cash flows from financing activities.
We
have generated minimal revenues from operations to date. It is not likely that we will generate any further revenues until a business
combination has been consummated. Even following a business combination, there is no guarantee that any revenues will be generated, that
any revenues will be sufficient to meet our expenses or that we will ever become profitable. We may consider a business combination with
a target company which itself has recently commenced operations, is a developing company in need of additional funds for expansion into
new products or markets, is seeking to develop one or more new products or services, or is an established business which may be experiencing
financial or operating difficulties and is in need of additional capital.
Moreover,
any target business that is selected may be financially unstable or in the early stages of development or growth, including businesses
without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations
of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with
a target company in an industry characterized by a high level of risk, and although our management will endeavor to evaluate the risks
inherent in a particular target company, there can be no assurance that we will properly ascertain or assess all significant risks.
The
foregoing considerations raise substantial doubt about our ability to continue as a going concern. We are currently planning on devoting
the vast majority of our efforts to identifying, investigating and conducting due diligence on target companies; and negotiating, structuring,
documenting and consummating a business combination. Our long-term ability to continue as a going concern is dependent upon our ability
to complete a business combination and, thereafter, achieve profitable operations.
We
believe that we will be able to meet these costs through cash on hand and additional amounts, as may be necessary, to be loaned by or
invested in us by our controlling stockholder, management and/or others. Currently, however, our ability to continue as a going concern
is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also
dependent on our ability to find a suitable target company and enter into a business combination. Management’s plan includes obtaining
additional funds through a combination of sales of our equity securities before, contemporaneously with, or following, the consummation
of a business combination and borrowings, although we do not believe that we will be eligible to borrow funds from a bank until at least
a business combination is consummated. However, there is no assurance that any additional funding will be available on terms that are
favorable to us or at all.
On
April 22, 2017, all the loans made by the Company’s then sole director were repaid in full. Since the Change of Control in April
2017, we rely on loans from our controlling stockholder to meet our expenses. There is no guarantee that our controlling stockholder
will continue to lend us funds to meet our expense in the future. Currently, we do not have any other arrangements for financing. During
the three month period ended May 31, 2020, the controlling stockholder did not lend any funds to the Company for working capital.
We
have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available to us on
satisfactory terms or at all, we may be unable to develop operations or meet our expenses. Additionally, any equity financing in which
we might engage would result in dilution to our existing stockholders.
GOING
CONCERN
The
independent auditors’ audit report accompanying our financial statements dated February 29, 2020 contained an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern. In June 2020 and May 2021, the controlling stockholder,
through a related entity, advanced $15,000 and $30,000 respectively to the Company to demonstrate its continued support to finance the
Company’s ongoing operation. 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.
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.