UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30,
2020
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number: 333-143630
Quture International, Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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20-4682058
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3445 Lawrence Avenue
Oceanside, NY 11572
(Address of principal executive office)
Registrant’s telephone number, including
area code: +1 (646) 768-8417
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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None
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N/A
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N/A
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Securities registered pursuant to Section
12(g) of the Act: None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
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 last 90 days. Yes ☒ No
☐
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 registration statement was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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☒
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Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No
☐
The aggregate market value of the voting
and non-voting common equity held by non-affiliates on October 31, 2019, was $292,322.32.
Indicate the number of shares outstanding
of each of the registrant’s classes of common stock as of the latest practicable date: 2,486,076,963 shares as of July 1,
2020.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
Explanatory Note
Quture International, Inc. is
filing this comprehensive annual report on Form 10-K for the fiscal years ending April 30, 2020, and 2019 (the “Comprehensive
Annual Report”) as part of its effort to become current in its filing obligations under the Securities Act of 1933, as amended
(the “Securities Act”). This Comprehensive Annual Report is our first periodic filing with the Securities and Exchange
Commission (the “SEC”) since the filing of our quarterly report on Form 10-Q for the quarter ended January 31, 2013.
Included in this Comprehensive Annual Report are our audited financial statements for the fiscal years ended April 30, 2020, and
2019, which have not been previously filed with the SEC.
Cautionary Note Regarding Forward-Looking
Statements
This Comprehensive Annual Report on Form
10-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such
as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,”
“would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,”
“expect,” “predict,” “project,” “goals,” “strategy,” “future,”
“likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references
to future periods. Examples of forward-looking statements include, among others, statements we make regarding future acquisition
or merger targets, business strategies, macro-economic and sector-specific trends, future cash flows, financing plans, plans and
objectives of management, and any other statements which are not statements of historical facts.
Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions
regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and
other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results
and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not
rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition
to differ materially from those indicated in the forward-looking statements include, among others, inability to successfully conclude
acquisitions of target companies or assets which are reasonably capable of generating positive cash flow in the near future, legal
and regulatory changes in the jurisdictions in which we operate, volatility or decline in our stock price, potential fluctuation
of our quarterly and annual financial and operational results, rapid adverse changes in markets, decline in demand for our goods
and services, insufficient revenues to cover our operating costs and such other factors as discussed in the sections “Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this Comprehensive
Annual Report on Form 10-K.
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.
All references in this Comprehensive Annual
Report on Form 10-K to the “Company,” “QUTR,” “Quture”, “we,” “us”
or “our” are to Quture International, Inc.
PART I
Item 1. Business.
Quture, Inc. (“Quture International,
Inc, “Quture”, or the “Company”), is a Nevada corporation, was formed in April 2011 to become an emerging
healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical
performance and outcomes. The Company developed medical software with tools and analytics intended to reduce costs while improving
clinical performance, outcomes, predictive insight, and evidence-based best clinical processes
On August 10, 2011, holders of a majority
of the Registrant’s outstanding Common Stock voted to amend the Registrant’s Articles of Incorporation to increase
the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 par value $0.001 shares (the “Amendment”)
of which (a) 2,500,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred
stock.
During the period from March 22, 2013 through
December 26, 2019, the Company was dormant.
On December 27, 2019, Custodian Ventures,
LLC, an entity controlled by David Lazar was appointed by the Nevada Court as the custodian of Quture. On December 31, 2019, Mr.
Lazar became the only Director and Officer of the Company also acting as its President, Treasurer and Secretary.
On April 5, 2020, the Company granted Mr.
Lazar 10,000,000 preferred shares with super voting rights of 21,000,000,000 common shares
The Company’s accounting year-end
is April 30.
Competitive Business Conditions and
Strategy; Our Position in the Industry
The Company has been a dormant
shell company since approximately 2013 and under new management is currently seeking investment opportunities.
Patents, Trademarks, Licenses, Agreements
or Contracts
The Company does not own or license any
registered intellectual property.
Research and Development
The Company engages in no research and
development activities.
Employees
The Company has no employees.
Reports to Security Holders
The public may read and copy any materials
filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
reports and other electronic information regarding Quture International, Inc. and filed with the SEC at http://www.sec.gov.
Smaller Reporting Company Status
We also qualify as a “smaller reporting
company” under Rule 12b-2 of the Exchange Act, which is defined as, among other possible qualifications, a company with a
public equity float of less than $250 million. To the extent that we remain a smaller reporting company at such time as are no
longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are
similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements.
Item 1A. Risk Factors
As a “smaller reporting company,”
we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Anchorage’s principal business and
corporate address is 3445 Lawrence Avenue, Oceanside, NY 11572. The telephone number at our corporate address is +1 (646) 768-8417.
Other than this mailing address, Quture International, Inc. does not currently maintain any physical or other office facilities,
and we do not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays no
rent or other fees for the use of the mailing address as this address is used virtually full-time by activities of a shareholder
of the Company.
We do not currently have any investments
or other interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of
persons engaged in real estate activities.
Item 3. Legal Proceedings.
We are not involved in any pending legal
proceeding nor are we aware of any pending or threatened litigation against us.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Common Stock is not traded on any exchange
but is currently available for trading in the over-the-counter market and is quoted on the OTC Pink Sheets operated by the OTC
Markets Group, Inc. under the symbol “QUTR.” Trading in stocks quoted on these markets is often thin and is characterized
by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business
prospects.
Over the counter securities are not listed
or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted
through a telephone and computer network connecting dealers in stocks. Over the counter issuers are traditionally smaller companies
that do not meet the financial and other listing requirements of a regional or national stock exchange.
The SEC also has rules that regulate broker/dealer
practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information
with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require
a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in
the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market
value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson
compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given
to the customer in writing before or with the customer’s confirmation. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for shares of our Common Stock. As a result of these rules, investors
may find it difficult to sell their shares.
Set forth
below are the range of high and low bid quotations for the periods indicated as reported by the OTC Markets Group. The market quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
Quarter Ended
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High
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Low
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July 31, 2019
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$
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0.0007
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$
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0.0004
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October 31, 2019
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$
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0.0007
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$
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0.0004
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January 31, 2020
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$
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0.0014
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$
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0.0002
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April 30, 2020
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$
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0.0011
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$
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0.0004
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Quarter Ended
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High
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Low
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July 31, 2018
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$
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0.0005
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$
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0.0005
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October 31, 2018
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$
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0.0005
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$
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0.0005
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January 31, 2019
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$
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0.0005
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$
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0.0005
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April 30, 2019
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$
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0.0005
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$
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0.0005
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On July 17, 2020, the closing price of
our Common Stock as reported by the OTC Markets was $0.0010 per share.
As of July 1, 2020, there were approximately
187 stockholders of record and an aggregate of 2,486,076,963 shares of our Common Stock were issued and outstanding. 10,000,000
shares of Series A Preferred Stock are authorized and outstanding.
Dividend Policy
The Company does not anticipate paying
dividends on our Common Stock at any time in the foreseeable future. Our Board of Directors currently plans to retain any earnings
for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will
be at the discretion of the Board of Directors and will depend on a number of factors including future earnings, capital requirements,
financial conditions, and such other factors as the Board of Directors may deem relevant.
Equity Compensation Plan Information
We do not have in effect any compensation
plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Securities
On December 27, 2019, Custodian Ventures,
LLC, an entity controlled by David Lazar was appointed by the Nevada Court as the custodian of Quture. On December 31, 2019, Mr.
Lazar became the only Director and Officer of the Company also acting as its President, Treasurer and Secretary.
On
April 5, 2020, the Company granted Mr. Lazar 10,000,000 preferred shares with super voting rights of 21,000,000,000 common shares.
Other than the issuance described in this paragraph, the Company did not issue or sell any equity securities during the
period of time from the end of the fiscal year ended April 30, 2020, until the date of filing this Comprehensive Annual Report
on Form 10-K.
Purchase of Equity Securities by the
Issuer and Affiliated Purchasers
We did not purchase any of our shares of
Common Stock or other securities during our fiscal years ended April 30, 2020, and 2019.
Description of Securities and Certain
Rights of Holders of Common Stock
The Company has authorized 2,500,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock both with a par value of $0.001. As of April 30, 2020, and April
30, 2019, respectively, there were 2,486,076,963 shares of Common Stock issued and outstanding, and 10,000,000 shares of Preferred
Stock issued and outstanding, respectively.
The 10,000,000 Preferred Shares which were
granted to Mr. Lazar on April 5, 2020 carried super voting rights of 21,000,000,000 common shares. The issuance of the preferred
stock resulted in a non-cash charge of $21,000,000 and was recorded as stock-based compensation related party on the Company’s
Consolidated Statements of Operations.
Holders of our Common Stock:
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have equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by our Board of Directors,
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are entitled to share in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs, and
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do not have preemptive, subscription, or conversion rights, and there are no redemption or sinking fund provisions or rights.
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Holders of shares of our Common Stock do
not have cumulative voting rights, meaning that the holders of the majority of the outstanding shares, voting for the election
of Directors, can elect all of the Directors to be elected, and, in such event, the holders of the remaining shares will not be
able to elect any of our Directors.
Historically, we have not paid any cash
dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and
will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Item 6. Selected Financial Data.
As a “smaller reporting company,”
we are not required to provide the information required by this Item.
Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
Overview
For an overview of the business of the
Company, please refer within this Comprehensive Annual Report on Form 10-K to Part I, Item 1 (“Business”).
Going Concern
Our financial statements accompanying this
Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have
no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues
for the immediate future. See “Part II, Item 8, Financial Statements, and Supplementary Data.”
Plan of Operation
We have been dormant since March 2013.
As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company
or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions
using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspect of our
business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful
in fully implementing our plan.
Limited Operating History; Need for
Additional Capital
We cannot guarantee we will be successful
in our business operations. We have not generated any revenue since inception. 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 the price and
cost increases in supplies and services.
If we are unable to meet our needs for
cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
Off-Balance Sheet Arrangements
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 is material to investors.
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk.
As a “smaller reporting company”,
we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary
Data.
The financial statements and Report of
Independent Registered Public Accounting Firm are listed in the “Index to the Financial Statements” on page F-1 and
included on pages F-2 through F-9, immediately following the signature page of this Comprehensive Annual Report.
Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure.
Appointment of new independent
registered public accounting firm
On March 31, 2020, the Board
approved the engagement of BF Borgers CPA PC (“BFB”) of Lakewood, Colorado as our new independent registered public
accounting firm to audit and review the Company’s financial statements. During our two most recent fiscal years, the subsequent
interim periods thereto, and through March 31, 2020, the engagement date of BFB, neither the Company, nor someone on its behalf,
has consulted BFB regarding either:
(i)
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the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
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(ii)
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any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.
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Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and
Procedures
Under the supervision and with the participation
of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act, as of the end of the period covered by this Comprehensive Annual Report on Form 10-K (the “Evaluation
Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation
Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed
in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief
Executive Officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s
former management abandoned all operations for several years, and only recently did the Company appoint new management to make
filings with the SEC on behalf of the Company.
Management’s Annual Report on
Internal Control Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined
to be effective can provide only reasonable assurance of achieving their control objectives. Our Company has been dormant since
March 2013. As a result our management did not conduct an evaluation of the effectiveness of our internal control over financial
reporting as of April 30, 2020, and April 30, 2019 based on the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). without such an evaluation,
our management concluded that we did not maintain effective internal control over financial reporting as of April 30, 2020, based
on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation
of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be
material weaknesses.
The matters involving internal controls
and procedures that our management considered to be material weaknesses under the standards of the PCAOB were: (1) lack of a functioning
audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with
control objectives; (4) complete lack of management of the company from March 2013 until December 2019; and (5) lack of disclosure
controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with
the review of our financial statements as of April 30, 2020.
Management believes that the material weaknesses
set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management
believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors
results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could
result in a material misstatement in our financial statements in future periods.
This Comprehensive Annual Report on Form
10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report which was not filed was not subject to attestation by our registered public accounting firm
pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley
Act of 2002.
Changes in Internal Control Over Financial
Reporting
There have been no changes in our internal
control over financial reporting that occurred during the years ended April 30, 2020 and 2019 that have materially affected or
are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
All Directors of the Company hold office
until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of
the Company are appointed by the Board of Directors and hold office until their death, resignation or removal from office. The
Directors and Executive Officers, their ages, positions held, and duration as such, are as follows:
Name
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Position Held with the Company
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Age
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Date First Elected or Appointed
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David Lazar
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President, CEO, Treasurer, CFO, Secretary, sole Director
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29
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December 31, 2019
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Business Experience
The following is a brief account of the
education and business experience during at least the past five years of each current Director, Executive Officer and key employee
of the Company, indicating the person’s principal occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
Mr. David Lazar, 29, is a private
investor with business experience. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes
in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc.,
which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC,
where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist
Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial,
legal and operations management, public company management, accounting, audit preparation, due diligence reviews and SEC regulations.
David Lazar is also the sole officer and director of Melt, Inc. and Zhongchai Machinery, Inc., both of which are blank check companies.
His expertise includes early-stage company capital restructuring, debt financing, capital introductions, and mergers and acquisitions.
Mr. Lazar was selected to serve as a director due to his knowledge of the capital markets, his judgment in assessing business strategies
and accompanying risks, and his expertise with smaller reporting companies. Mr. Lazar and his affiliates have not, within the past
five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any
such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.
Employment Agreements
We have no formal employment agreement
with David Lazar who is our sole employee, Directors or officer.
Family Relationships
None.
Involvement in Certain Legal Proceedings
None of our Directors, Executive Officers,
promoters or control persons has been involved in any of the following events during the past 10 years:
1. A petition under the Federal bankruptcy
laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court
for the business or property of such person, or any partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of which he was an Executive Officer at or within two years
before the time of such filing;
2. Such person was convicted in a criminal
proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses;
3. Such person was the subject of any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from, or otherwise limiting, the following activities:
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i.
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Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity
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ii.
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Engaging in any type of business practice; or
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iii.
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Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
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4. Such person was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise
limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section,
or to be associated with persons engaged in any such activity;
5. Such person was found by a court of
competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment
in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated;
7. Such person was the subject of, or a
party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of:
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
|
|
|
|
ii.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
|
|
|
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
8. Such person was the subject of, or a
party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined
in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member.
Code of Ethics
As of the date of filing, the Company has
not adopted a corporate code of ethics. The Company has never adopted a corporate code of ethics, and the new management of the
Company has not yet made plans to formulate such a code.
Board and Committee Meetings
Our Board of Directors currently consists
of one member, Mr. David Lazar. The Board of Directors held no formal meetings during the year ended April 30, 2020. Until the
Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing
by all the Directors and filed with the minutes of the proceedings of the Directors. Such resolutions consented to in writing by
the Directors entitled to vote on that resolution at a meeting of the Directors are, according to the Nevada General Corporate
Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the Directors duly called and held.
Nomination Process
During the year ended April 30, 2020, we
did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.
Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended by our shareholders.
Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the
qualifications of each candidate when the Board of Directors considers a nominee for a position on our Board of Directors. If shareholders
wish to recommend candidates directly to our Board of Directors, they may do so by sending communications to the President of our
Company at the address on the cover of this Comprehensive Annual Report on Form 10-K.
Audit Committee
Currently the Company does not have an
Audit Committee. The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals
with pertinent expertise.
Audit Committee Financial Expert
Our Board of Directors does not have a
member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent
expertise.
Item 11. Executive Compensation.
The particulars of the compensation paid
to the following persons:
|
(a)
|
our Principal Executive Officer;
|
|
|
|
|
(b)
|
each of our two most highly compensated Executive Officers who were serving as Executive Officers at the end of the year ended April 30, 2020, and
|
|
|
|
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our Executive Officer at the end of the year ended April 30, 2020.
|
who we will collectively refer to as the
named Executive Officers of the Company, are set out in the following summary compensation table, except that no disclosure is
provided for any named Executive Officer, other than the Principal Executive Officers, whose total compensation did not exceed
$100,000 for the respective fiscal year.
2020 SUMMARY COMPENSATION TABLE
Name and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Change
in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
David Lazar,
|
|
2020
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
President, CEO, Treasurer, CFO, Secretary, Director
|
|
2019
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
G. Landon Feazell,
|
|
2020
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Former President, Former CEO, Former CFO, and Former Director
|
|
2019
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
There are no arrangements or plans in which
we provide pension, retirement or similar benefits for Directors or Executive Officers. Our Directors and Executive Officers may
receive share options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our Directors or Executive Officers, except that share
options may be granted at the discretion of our Board of Directors.
Grants of Plan-Based Awards
There were no grants of plan-based awards
during the year ended April 30, 2020.
Outstanding Equity Awards at Fiscal
Year End
There were no outstanding equity awards
at the year ended April 30, 2020.
Option Exercises and Stock Vested
During our fiscal year ended April 30,
2020, there were no options exercised by our named officer.
Compensation of Directors
We do not have any agreements for compensating
our Directors for their services in their capacity as Directors.
Pension, Retirement or Similar Benefit
Plans
There are no arrangements or plans in which
we provide pension, retirement or similar benefits for Directors or Executive Officers. We have no material bonus or profit-sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our Directors or Executive Officers, except that stock
options may be granted at the discretion of the Board of Directors or a committee thereof.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of April
30, 2020 certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be
the beneficial owner of more than 5% of our common shares, as well as by each of our current Directors and Executive Officers as
a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.
Under Rule
13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares;
and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect
to the number of shares of Common Stock actually outstanding on April 30, 2020. As of April 30, 2020, there were 2,486,076,963
shas of our company’s Common Stock issued and outstanding.
|
|
Amount and
|
|
|
|
|
|
|
Nature
|
|
|
|
|
|
|
of Beneficial
|
|
|
Percentage
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class (1)
|
|
David Lazar(2)
|
|
|
10,000,000
|
(3)
|
|
|
89.4
|
%
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers as a Group (3 persons)
|
|
|
777,600,000
|
|
|
|
82.8
|
%
|
|
|
|
|
|
|
|
|
|
5% or greater shareholders
|
|
|
|
|
|
|
|
|
David Lazar(2)
|
|
|
777,600,000
|
|
|
|
82.8
|
%
|
STARSLIDE GLOBAL HOLDINGS COMPANY, LLC.(4)
|
|
|
1,055,873,655
|
|
|
|
42.471
|
%
|
STARSLIDE GLOBAL HOLDINGS COMPANY, LLC.(5)
|
|
|
235,000,000
|
|
|
|
9.453
|
%
|
(1)
|
Percentages are calculated based on 2,486,076,963 shares of the Company’s Common Stock issued and outstanding on April 30, 2020.
|
(2)
|
Address at 3445 Lawrence Avenue, Oceanside, NY 11572.
|
(3)
|
David Lazar holds super-voting Preferred Shares with voting rights of 21,000,000,000 common shares
|
(4)
|
6296 SOUTH RIDGEWOOD AVE., PORT ORANGE FL 32127
|
|
(5)
|
4707 SOUTH ATLANTIC AVENUE, POUNCE INLET FL 32127
|
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Mr. Lazar, the Company’s Court-appointed
custodian is considered a related party. During the year ended April 30, 2020, he extended $42,560 in interest free demand loans
to the Company.
Director Independence
The Company does not have a separately
designated nominating committee of our Board of Directors. None of our directors is deemed to be independent, as such term is defined
in the listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”).
Item 14. Principal Accounting Fees and
Services.
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2020
|
|
|
2019
|
|
Audit Fees
|
|
$
|
7,000
|
|
|
$
|
0
|
|
Audit-Related Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
Tax Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
Total
|
|
$
|
7,000
|
|
|
$
|
0
|
|
Our Board of Directors pre-approves all
services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors
either before or after the respective services were rendered.
Our Board of Directors has considered the
nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated
to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
Item 15. Exhibits, Financial Statement
Schedules
The following exhibits are included as
part of this report:
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
|
Quture International, Inc.
|
|
(Registrant)
|
|
|
|
Dated: July 21, 2020
|
By:
|
/s/ David Lazar
|
|
|
David Lazar
|
|
|
President, CEO
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated: July 21, 2020
|
By:
|
/s/ David Lazar
|
|
|
David Lazar
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Dated: July 21, 2020
|
By:
|
/s/ David Lazar
|
|
|
David Lazar
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
Dated: July 21, 2020
|
By:
|
/s/ David Lazar
|
|
|
David Lazar
|
|
|
Treasurer, Chief Financial Officer and Director
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders of Quture, Inc.:
We were engaged to audit the accompanying
balance sheets of Quture, Inc. (“the Company”) as of April 30, 2020 and 2019 and the related statement of operations,
stockholders’ equity (deficit) and cash flows for the years then ended. As described in the following paragraph, because
the Company’s records were not sufficient, we were not able to obtain sufficient appropriate audit evidence to provide a
basis for an audit opinion on the financial statements, and we do not express, an opinion on these financial statements.
Basis for Disclaimer Opinion:
We were not engaged as auditors of the
Company until March of 2020 at which time much of the audit evidence necessary to provide a basis for an audit opinion had been
destroyed or lost. We were unable to satisfy ourselves by other audit procedures concerning the assets and liabilities held at
April 30, 2020 and 2019, as well as the revenues and expenses recognized for the year then ended. As a result of these matters,
we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded assets,
liabilities, revenue and expenses.
We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
Because of the matters described in the Basis for Disclaimer Opinion paragraph above, however, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion.
The company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such
opinion.
Because of the significance of the matters
described in the Basis for Disclaimer Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
B F Borgers CPA PC
We have served as the Company's auditor
since 2020
Lakewood, CO
July 21, 2020
QUTURE INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Notes and convertible notes net of discount
|
|
$
|
382,751
|
|
|
$
|
382,751
|
|
Notes, convertible notes, lines of credit payable to former related parties, net of discount
|
|
|
190,302
|
|
|
|
190,302
|
|
Accounts payable and accrued expenses
|
|
|
1,492,855
|
|
|
|
1,492,855
|
|
Accounts payable and accrued expenses to former related parties
|
|
|
333,847
|
|
|
|
333,847
|
|
Notes payable -related party
|
|
|
42,560
|
|
|
|
-
|
|
Derivative liability
|
|
|
574,999
|
|
|
|
574,999
|
|
|
|
|
3,017,314
|
|
|
|
2,974,754
|
|
Total current liabilities
|
|
|
3,017,314
|
|
|
|
2,974,754
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,017,314
|
|
|
|
2,974,754
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Preferred stock, par value $.001, 10,000,000 shares authorized, zero issued
|
|
|
10,000
|
|
|
|
-
|
|
Common stock, Par Value $.0001, 2,500,000,000 shares authorized, 2,486,076,963 and 2,486,076,963 issued and outstanding of shares as of April 30, 2020 and 2019, respectively
|
|
|
2,486,077
|
|
|
|
2,486,077
|
|
Additional paid in capital
|
|
|
23,448,843
|
|
|
|
2,458,843
|
|
Retained earnings (deficit)
|
|
|
(28,962,234
|
)
|
|
|
(7,919,674
|
)
|
Total Stockholders’ (Deficit)
|
|
|
(3,017,314
|
)
|
|
|
(2,974,754
|
)
|
Total Liabilities and Stockholders’ (Equity)
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part
of these financial statements.
QUTURE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
YEARS ENDED
|
|
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2020
|
|
|
2019
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
Stock based compensation -related party
|
|
|
21,000,000
|
|
|
|
|
|
Administrative expenses -related party
|
|
|
42,560
|
|
|
|
-
|
|
Total operating expenses
|
|
|
21,042,560
|
|
|
|
-
|
|
(Loss) from operations
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
Other (expense) net
|
|
|
-
|
|
|
|
-
|
|
Income (loss) before provision for income taxes
|
|
|
(21,042,560
|
)
|
|
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
Net (Loss)
|
|
$
|
(21,042,560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings(loss) per common share
|
|
$
|
(0.01
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
2,486,076,963
|
|
|
|
2,486,076,963
|
|
The accompanying notes are an integral part
of these financial statements.
QUTURE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2020
|
|
|
2019
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(21,042,560
|
)
|
|
$
|
-
|
|
Adjustments to reconcile net income to net cash provided by (used for)
operating activities
|
|
|
|
|
|
|
|
|
Stock based compensation related party
|
|
|
21,000,000
|
|
|
|
|
|
Net cash provided by (used for) operating activities
|
|
|
(42,560
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from related party loans
|
|
|
42,560
|
|
|
|
|
|
Net cash provided by (used for) financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) In Cash
|
|
|
-
|
|
|
|
|
|
Cash At The Beginning Of The Period
|
|
|
-
|
|
|
|
|
|
Cash At The End Of The Period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part
of these financial statements.
QUTURE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Earnings
|
|
|
Equity
|
|
Balance, April 30, 2018
|
|
|
-
|
|
|
$
|
-
|
|
|
|
2,486,076,963
|
|
|
$
|
2,486,077
|
|
|
$
|
23,448,843
|
|
|
$
|
(7,919,674
|
)
|
|
$
|
18,015,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
2,486,076,963
|
|
|
|
2,486,077
|
|
|
|
2,458,843
|
|
|
$
|
(7,919,674
|
)
|
|
$
|
(2,974,754
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of preferred stock
|
|
|
10,000,000
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
20,990,000
|
|
|
|
|
|
|
|
21,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,042,560
|
)
|
|
|
(21,042,560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2020
|
|
|
10,000,000
|
|
|
$
|
10,000
|
|
|
|
2,486,076,963
|
|
|
$
|
2,486,077
|
|
|
$
|
23,448,843
|
|
|
$
|
(28,962,234
|
)
|
|
$
|
(3,017,314
|
)
|
The accompanying notes are an integral
part of the financial statements.
QUTURE INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2020 AND
2019
NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS
Quture, Inc. (“Quture International,
Inc, “Quture”, or the “Company”), is a Nevada corporation, was formed in April 2011 to become an emerging
healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical
performance and outcomes. The Company developed medical software with tools and analytics intended to reduce costs while improving
clinical performance, outcomes, predictive insight, and evidence-based best clinical processes
On August 10, 2011, holders of a majority
of the Registrant’s outstanding Common Stock voted to amend the Registrant’s Articles of Incorporation to increase
the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 par value $0.001 shares (the “Amendment”)
of which (a) 2,500,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred
stock.
During the period from March 22, 2013 through
December 26, 2019, the Company was dormant.
On December 27, 2019, Custodian Ventures,
LLC, an entity controlled by David Lazar was appointed by the Nevada Court as the custodian of Quture. On December 31, 2019, Mr.
Lazar became the only Director and Officer of the Company also acting as its President, Treasurer and Secretary.
On April 5, 2020, the Company granted Mr.
Lazar 10,000,000 preferred shares with super voting rights of 21,000,000,000 common shares
The Company’s accounting year-end
is April 30.
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-month period following the date of these financial statements. The
Company has incurred significant operating losses since inception. As of April 30, 2020 the company had a working capital deficit
of $3,017,314 and negative shareholders’ equity of $3,017,314.
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. The Company is currently being funded by David Lazar who is extending interest free
demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to
finance working capital needs and may continue to raise additional 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.
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.
Revenue Recognition
On
July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with
Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As
of and for the year ended April 30, 2020 the financial statements were not impacted due to the application of Topic 606 because
the Company had no revenues.
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. On April 30, 2020, and April
30, 2019, the Company’s cash equivalents totaled $-0- and $-0- 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.
Stock-based Compensation
The Company accounts for stock-based compensation
using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for
disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That
cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the
requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees
do not render the requisite service.
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
In February 2016, the FASB issued ASU No.
2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires
an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and
quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning
after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements,
which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842,
Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which
provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment
to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.
We intend to adopt ASC 842 on July 1, 2020.
The adoption of this guidance is not expected to have any impact on our financial statements.
Stockholders’ Equity
The Company has authorized 2,500,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock both with a par value of $0.001. As of April 30, 2020, and April
30, 2019, respectively, there were 2,486,076,963 shares of Common Stock issued and outstanding, and 10,000,000 shares of Preferred
Stock issued and outstanding, respectively.
The 10,000,000 Preferred Shares which were
granted to Mr. Lazar on April 5, 2020 carried super voting rights of 21,000,000,000 common shares. The issuance of the preferred
stock resulted in a non-cash charge of $21,000,000 and was recorded as stock-based compensation related party on the Company’s
Consolidated Statements of Operations.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual
commitments of April 30, 2020, and 2019
NOTE 5 –NOTES PAYABLE-RELATED
PARY
Mr. Lazar, the Company’s Court-appointed
custodian is considered a related party. During the year ended April 30, 2020, he extended $42,560 in interest free demand loans
to the Company.
NOTE 6 – PRIOR LIABILITIES
During the period from March 22, 2013 through
December 26, 2019, the Company was dormant. Excluding the related party loan described in Note 5 above, liabilities outstanding
as of March 22, 2013 amounting to $2,974,754 have been carried over to the Company’s balance sheet as of April 30, 2020 and
2019, respectively. These liabilities will remain on the Company’s balance sheet until they are legally discharged or when
the statute of limitations for making a claim has expired.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 management
has performed an evaluation of subsequent events from April 30, 2020, through
the date the financial statements were available to be issued and has determined that there are no items requiring disclosure.
F-8