U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

Form 10-Q

 

Mark One

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2020

 

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File No. 333-225545

 

LUX AMBER, CORP.

(Exact name of registrant as specified in its charter)

  

Nevada		3960		EIN 98-1414834
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

 

Shaoyaoju Beili 207 Beijing 100029 China

702 425-3256

(Address and telephone number of principal executive offices)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

  

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging Growth Company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the exchange act. ¨

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

At January 31, 2020, the number of shares of the Registrant’s common stock outstanding was 3,150,000.

 

Table of Contents

  

PART 1	FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)		3
	Balance Sheets		4
	Statements of Operations		5
	Statements of Cash Flows		6
	Notes to the Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		15
PART II.	OTHER INFORMATION
Item 1	Legal Proceedings		16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3	Defaults Upon Senior Securities		16
Item 4	Mine safety disclosures		16
Item 5	Other Information		16
Item 6	Exhibits		17
	Signatures		18

 

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LUX AMBER, CORP.

BALANCE SHEET

(Unaudited)

 

		January 31, 2020				April 30, 2019
ASSETS
Cash and cash equivalents		$	3,680			$	14,215
Total current assets			3,680				14,215
Total Assets		$	3,680			$	14,215
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts Payable		$	29,250			$	15,750
Advance from director			20,668				9,852
Interest payable			2,000				875
Accrued Expenses			2,000				4,000
Long term debt-current portion			15,000				-
Total current liabilities			68,918				30,477
Long term debt			-				15,000
Total Liabilities			68,918				45,477
Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 75,000,000 shares authorized;
3,150,000 shares issued and outstanding;			315				315
Additional paid-in-capital			22,885				22,885
Accumulated deficit			(88,438	)			(54,462	)
Total Stockholders’ Equity (Deficit)			(65,238	)			(31,262	)
Total Liabilities and Stockholders’ Equity		$	3,680			$	14,215

  

The accompanying notes are an integral part of these financial statements.

 

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LUX AMBER, CORP.

STATEMENT OF OPERATIONS

(Unaudited)

 

		Three months ended January 31, 2020				Three months ended January 31, 2019				Nine months ended January 31, 2020				Nine months ended January 31, 2019
Revenue		$	-			$	-			$	-			$	-
General and administrative expenses			17,059				11,645				32,851				25,151
Total operating expenses			17,059				11,645				32,851				25,151
Income (loss) from operations			(17,059	)			(11,645	)			(32,851	)			(25,151	)
Other Income expenses
Interest Expenses			(375	)			(375	)			(1,125	)			(500	)
Provision for taxes			-				-				-				-
Net income (loss)		$	(17,434	)		$	(12,020	)		$	(33,976	)		$	(25,651	)
Loss per common share:
Basic and Diluted			0.00				0.00				0.00				0.01
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted			3,150,000				2,412,225				3,150,000				2,136,409

 

The accompanying notes are an integral part of these financial statements.

 

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LUX AMBER, CORP.

STATEMENT OF STOCKHOLDER EQUITY (DEFICIT)

(Unaudited)

 

		Common Stock								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balance, April 30, 2018			2,000,000			$	200			$	-			$	(5,707	)		$	(5,507	)
Net loss for the three months ended July 31, 2018			-				-				-				(5,901	)			(5,901	)
Balance, July 31, 2018			2,000,000				200				-				(11,608	)			(11,408	)
Net loss for the three months ended October 31, 2018			-				-				-				(7,730	)			(7,730	)
Balance, October 31, 2018			2,000,000				200				-				(19,338	)			(19,138	)
Shares issued for cash proceeds			872,500				87				17,363				-				17,450
Net loss for the three months ended January 31, 2019											-				(12,020	)			(12,020	)
Balance, January 31, 2019			2,872,500				287				17,363				(31,358	)			(13,708	)
Balance, April 30, 2019			3,150,000			$	315			$	22,885			$	(54,462	)		$	(31,262	)
Net loss for the three months ended July 31, 2019			-				-				-				(9,580	)			(9,580	)
Balance, July 31, 2019			3,150,000			$	315			$	22,885			$	(64,042	)		$	(40,842	)
Net loss for the three months ended October 31, 2019			-				-				-				(6,962	)			(6,962	)
Balance, October 31, 2019			3,150,000			$	315			$	22,885			$	(71,004	)		$	(47,805	)
Net loss for the three months ended January 31, 2020			-				-				-				(17,434	)			(17,434	)
Balance, January 31, 2020			3,150,000			$	315			$	22,885			$	(88,438	)		$	(65,238	)

   

The accompanying notes are an integral part of these financial statements.

 

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LUX AMBER, CORP. 

STATEMENT OF CASH FLOWS

(Unaudited)

 

		Nine months ended January 31, 2020				Nine months ended January 31, 2019
Operating Activities
Net income (loss)		$	(33,976	)			(25,651	)
Adjustments to reconcile net loss to net cash in operating activities
Amortization			-				1,800
Changes in assets and liabilities			-				-
Accounts payable			13,500				(3,750	)
Interest Payable			1,125				500
Accrued Expenses			(2,000	)			(2,500	)
Net cash used in operating activities		$	(21,351	)			(29,601	)
Financing Activities
Proceeds from director advances			10,816				8,771
Proceeds from issuance of capital stock							17,450
Proceeds from borrowing							15,000
Net cash provided by financing activities		$	10,816				41,221
Net increase in cash and equivalents			-				11,620
Cash and equivalents at beginning of the period			14,215				-
Cash and equivalents at end of the period		$	3,680				11,620
Supplemental cash flow information:
Cash paid for:
Interest		$	-				-
Taxes		$	-				-

 

The accompanying notes are an integral part of these financial statements.

 

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LUX AMBER, CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED January 31, 2020

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Lux Amber, Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Nevada and established on January 19, 2018. We are a development-stage company formed to commence operations to provide jewelry design service.

 

Our office is located at Shaoyaoju Beili 207, 712 Beijing China 100029.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had an accumulated deficit of $88,438 at January 31, 2020. The Company has not generated any revenues and has cash balance of $3,680 at January 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company’s year-end is April 30.

 

Interim Financial Information

 

The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

 

These consolidated financial statements should be read in conjunction with the audited financial statements for the year ended April 30, 2019, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim consolidated financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended April 30, 2019.

 

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Development Stage Company

 

The Company is a development stage company as defined in ASC 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since Inception has been considered as part of the Company's development stage activities.

 

The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

 

Property, Plant and Equipment

 

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The estimated useful lives as follows:

 

Capitalized software development

5 years

 

Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets.

 

Fair Value of Financial Instruments

 

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1:

defined as observable inputs such as quoted prices in active markets;

 

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

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Revenue Recognition

 

We have purchased a website where we plan to generate revenues by providing jewelry designing services through the website. We plan to hire web designer to help us with the design and improvement of our website.

 

In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.

 

The Company’s jewelry design services are considered to be one performance obligation; therefore revenue is recognized when services have been provided as each performance obligation is satisfied.

 

As of January 31, 2020, the Company has not generated any revenue.

 

Basic Income (Loss) Per Share

 

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

As of January 31, 2020, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

Stock-Based Compensation

 

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, replacing existing lease accounting guidance. The new standard introduces a lessee model that would require entities to recognize assets and liabilities for most leases, but recognize expenses on their income statements in a manner similar to current accounting. The ASU does not make fundamental changes to existing lessor accounting. However, it modifies what qualifies as a sales-type and direct financing lease and related accounting and aligns a number of the underlying principles with those of the new revenue standard, ASU No. 2014-09, such as evaluating how collectability should be considered and determining when profit can be recognized. The guidance eliminates existing real estate-specific provisions and requires expanded qualitative and quantitative disclosures. The standard requires modified retrospective transition by which it is applied at the beginning of the earliest comparative period presented in the year of adoption. For the Company, the ASU is effective January 1, 2019. The Company is currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

 

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NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

 

Property, Plant and Equipment

 

		January 31, 2020				April 30, 2019
Website Development		$	-			$	15,000
Accumulated Amortization			-				(2,508	)
Impairment loss			-				(12,492	)
Total, net		$	-			$	-

 

Amortization expense for the period ended January 31, 2020 was $nil.

 

NOTE 5 – NOTE PAYABLE

 

On September 27, 2018, the Company entered into a promissory note agreement in the amount of $15,000 with Guo Zhen for the website development services payable. The note has an interest rate of 10% with a maturity date of September 27, 2020. The interest is payable on the first day of each month commencing the first month after the date of the Note.

 

The interest expense was $375 and $1,125 for the three and nine months ended January 31, 2020.

 

The interest expense was $375 and $500 for the three and nine months ended January 31, 2019.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

As of January 31, 2020, the Company owed $20,668 to the Company’s sole director, Yulia Baranets, for the Company’s working capital advances.

 

Ms. Baranets also provides services to the Company for which she is compensated $1,500 per month. As of January 31, 2020, the outstanding accounts payable amount to Ms. Baranets was $29,250 which is included in accounts payable.

 

The amounts above are non-interest bearing, due upon demand and unsecured.

 

NOTE 7 – COMMON STOCK

 

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

 

On January 20, 2018 the Company issued 2,000,000 shares of common stock to a director for services rendered estimated to be $200 at $0.0001 per share.

 

During the year ended April 30, 2019, the Company issued 1,150,000 of common shares at $0.02 per share for a total price of $23,000

 

There were 3,150,000 shares of common stock issued and outstanding as of January 31, 2020.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Our sole officer and director, Yuliia Baranets, has agreed to provide her own premise for office needs free of charge.

 

NOTE 9 – INCOME TAXES

 

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

 

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The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% and 34% for the period ended as follows:

 

		January 31, 2020				April 30, 2019
Tax benefit (expenses) at U.S. statutory rate		$	18,572				11,437
Change in valuation allowance			(18,572	)			(11,437	)
Tax benefit (expenses), net		$	-			$	-

  

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:

 

		January 31, 2020				April 30, 2019
Net operating loss		$	7,135			$	10,239
Valuation allowance			(7,135	)			(10,239	)
Deferred tax assets, net		$	-			$	-
		January 31, 2020				April 30, 2019
Balance-Beginning		$	11,437				1,198
Increase/(Decrease) in Valuation allowance			7,135				10,239
Balance-Ending		$	18,572			$	11,437

  

The Company has accumulated approximately $88,438 of net operating losses (“NOL”) carried forward to offset future taxable income indefinitely, if any, in future years. Such NOL carryover can only offset eighty percent (80%) of taxable income without regard to the new section 199A deduction. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

NOTE 10 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to January 31, 2020 to the date these financial statements were issued on February 6, 2020, and has determined that it does not have any material subsequent events to disclose in these financial statement.

 

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FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

EMPLOYEES AND EMPLOYMENT AGREEMENTS

 

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

 

Results of Operation

 

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, the sale of equity or debt securities.

 

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Results of Operations for the Three and Nine Months ended January 31, 2020

 

Revenue

 

We have not generated any revenues since our inception.

 

Operating Expenses

 

Our operating expenses for the three and nine months ended January 31, 2020 and 2019 are summarized as follows:

  

		Three Months Ended January 31, 2020				Three Months Ended January 31, 2019
General and administrative			17,059				11,645

  

		Nine Months Ended January 31, 2020				Nine Months Ended January 31, 2019
General and administrative			32,851				25,151

    

We have incurred expenses of $17,059 and $11,645 for professional fees and $375 for both for interest expenses for the three months ended January 31, 2020 and 2019.

 

We have incurred expenses of $32,851 and $25,151 for professional fees and $1,125 and $500 for interest expenses for the nine months ended January 31, 2020 and 2019.

 

Liquidity and Financial Condition

 

Working Capital

 

		At January 31, 2020				At April 30, 2019
Current assets		$	3,680			$	14,215
Current liabilities			68,918				30,477
Working capital (deficit)		$	(65,238	)		$	(31,262	)

 

Our total current assets as of January 31, 2020 were $3,680 as compared to total current assets of $14,215 as of April 30, 2019. Our total current liabilities as of January 31, 2020 were $68,918 as compared to total current liabilities $30,477 of as of April 30, 2019. The increase in current liabilities was attributed to accounts payable and Advance from director.

 

Cash Flows from Operating Activities

 

We used cash of $21,351for operating activities for the nine months ended January 31, 2020 as compared to used cash of $29,601for the nine months ended January 31, 2019.

 

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Cash Flows from Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity and related party advances.

 

For the nine months ended January 31, 2020, net cash from financing activities was $10,816 consisting of Advance from director $10,816. For the nine months ended January 31, 2019, net cash from financing activities was $41,221 consisting of Advance from director $8,771, proceeds from borrowing 15,000 and issuance of capital stock 17,450.

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

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.

 

Going Concern

 

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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-months period ended January 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

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ITEM 6. EXHIBITS

 

Exhibits:

  

31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d

  

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Lux Amber, Corp.
Dated: March 12, 2020	By:	/s/ Yuliia Baranets
		Yuliia Baranets,
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 

 

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