UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7370 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) | ||||
|
Mr. Olegas Tunevicius
Telephone:
|
|||||
| (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office) | ||||||
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock | BIGN | OTC Markets | ||
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 past 90 days.
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, 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 registrant was required to submit such files).
Yes [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 | [ ] | Accelerated filer | [ ] |
| [ ] | Smaller reporting company | ||
| (Do not check if a 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 Securities Act. [
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of December 6, 2021.
BIGEON
FORM 10-Q
Quarterly Period Ended October 31, 2021
INDEX
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 5 |
| Condensed Balance Sheets as of October 31, 2021 (Unaudited) and July 31, 2021 | 6 | |
| Condensed Statement of Operations for the three months ended October 31, 2021 and 2020 (Unaudited) | 7 | |
| Statement of Stockholders' Deficit for the three months ended October 31, 2021 and 2020 (Unaudited) | 8 | |
| Condensed Statement of Cash Flows for the three months ended October 31, 2021 and 2020 (Unaudited) | 9 | |
| Notes to the Condensed Financial Statements (Unaudited) | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 16 |
| Item 1A | Risk Factors | 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 | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 17 |
SPECIAL NOTE REGARDING 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.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
The accompanying interim financial statements of Bigeon (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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BIGEON
BALANCE SHEETS
|
October 31, 2021 (unaudited) |
July 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Rent | ||||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Payroll Liabilities | $ | $ | ||||||
| Related-party Loan | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
|
Common Stock, $0.001 par value 75,000,000 authorized, 4,381,550 and 4,381,550 shares issued and outstanding as of October 31, 2021 and July 31, 2021, respectively |
||||||||
| Additional Paid in Capital | ||||||||
| Accumulated deficit | ( |
( | ||||||
| Total Stockholders’ Deficit | ( |
( | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT |
$ |
$ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
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BIGEON
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended October 31, 2021 |
Three months ended October 31, 2020 | |||
| REVENUE | $ | |||
| EXPENSES | ||||
| General and Administrative Costs | ||||
| Professional fees | ||||
| Rent Expense | ||||
| Total expenses | ||||
| Income (Loss) from Operations | ( |
( | ||
| Income Tax Expense | ||||
| NET INCOME (LOSS) AFTER TAX | $ | ( |
( | |
| Basic and Diluted Net Loss per Common Share | $ | |||
| Weighted-Average Number of Common Shares Outstanding – Basic and Diluted |
The accompanying notes are an integral part of these condensed financial statements.
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BIGEON
STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Common Stock | Additional Paid-in Capital |
Accumulated Deficit | Total Stockholders' Deficit | ||||||||||
| Shares | Amount | ||||||||||||
| Balance as of July 31, 2020 | 4,381,550 | $ | $ | $ | ( |
$ | ( | ||||||
| Net loss | — | ( |
( | ||||||||||
| Balance as of October 31, 2020 | 4,381,550 | $ | $ | $ | ( |
$ | ( | ||||||
|
|
|||||||||||||
| Balance as of July 31, 2021 | 4,381,550 | $ | $ | $ | ( |
$ | ( | ||||||
| Net loss | — | ( |
( | ||||||||||
| Balance as of October 31, 2021 | 4,381,550 | $ | $ | $ | ( |
$ | ( | ||||||
The accompanying notes are an integral part of these condensed financial statements.
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BIGEON
STATEMENTS OF CASH FLOWS
(Unaudited)
|
Three months ended October 31, 2021 |
Three months ended October 31, 2020 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net Loss | $ | ( |
$ | ( | |
|
Adjustments to reconcile Net Income to net cash provided by operations: |
|||||
| Prepaid Expenses | |||||
| Prepaid Rent | ( |
||||
| Payroll Liabilities | |||||
| Net cash used in Operating Activities | ( |
( | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | — | — | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Related-party loan | |||||
| Net cash provided by Financing Activities | |||||
| Net cash increase for period | ( | ||||
| Cash at beginning of period | |||||
| Cash at end of period | $ | $ | |||
| SUPPLEMENTAL CASH FLOW INFORMATION | |||||
| Cash paid during the period: | |||||
| Interest paid | $ | $ | |||
| Income taxes paid | $ | $ | |||
Non-cash transaction Common stock issued to reduce related party loan |
$ | $ | |||
The accompanying notes are an integral part of these condensed financial statements.
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BIGEON
NOTES TO THE FINANCIAL STATEMENTS
As of October 31, 2021
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
Bigeon (“Company”) was incorporated on June 19, 2018 under the laws of Nevada. We are developing a new kind of messenger application. The product of the Company (“the App”) is intended to provide an entirely new way of sharing information. The App enables a user to draw a picture or a writing instead of typing the whole message. Our intended users will be the people whose jobs are connected with drawing and creating graphic animation. Bigeon’s product will be an appropriate tool to make short sketches on the go and share them with others.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended October 31, 2021, are not necessarily indicative of the operating results that may be expected for the year ending July 31, 2022. These unaudited condensed financial statements should be read in conjunction with the July 31, 2021, financial statements and notes thereto.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash equivalents as of October 31, 2021 and July 31, 2021 were $0.
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Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding as of October 31, 2021, and July 31, 2021.
Recent Accounting Pronouncements
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
NOTE 3 – GOING CONCERN
The financial statements have been prepared assuming that the Company 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 no revenues during the three months ended October 31, 2021, has a net loss, and is showing an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
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The Company is attempting to commence full-scale operations and generate sufficient revenue, however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. 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.
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of Common Stock, par value $0.001 per share.
During the year ended July 31, 2020, the Company issued 809,050 shares of common stock for cash proceeds of $16,181 at $0.02 per share.
There were 4,381,550 shares of common stock issued and outstanding as of October 31, 2021 and July 31, 2021.
NOTE 5 – RELATED-PARTY TRANSACTIONS
The President and sole director of the Company,
Olegas Tunevicius, is the only related party with whom the Company had transactions with during the three months ended October 31, 2021.
During this period, Mr. Tunevicius contributed $
NOTE 6 – FOREIGN CURRENCY
As a result of the Company’s management operating in Europe, some of the Company’s transactions occurred in Euros. However, due to the little variance in the foreign currency translation rate during the period covered by these financial statements, there were no gains or losses recorded to either other comprehensive income or net income.
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NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were available to be issued to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed.
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Item 2. |
Management’ Discussion and Analysis of Financial Condition and Results of Operations |
DESCRIPTION OF BUSINESS
General
Bigeon is a Nevada corporation that is developing a new kind of messenger application. The product of the Company (“the App”) is intended to provide an entirely new way of sharing information. The App enables a user to draw a picture or a writing instead of typing the whole message.
Corporate Organization
Our registered address is Manesova 345/13 Ceske Budejovice 6, Ceske Budejovice, Czech Republic, 370 01. Our telephone number is +13212366052.
Our Product
Bigeon is now developing an innovative type of a messenger application with availability of graphic input. Many of our competitors offer various solutions for messaging applications but none of them is anyhow related with graphics. Our company will provide prospective users with advanced graphic features including any combinations of colors, variable line width, backgrounds, filling, spraying and many others.
Regulation
We are subject to various federal, state and international laws and regulations that affect companies conducting business on the Internet and mobile platforms, including those relating to privacy, use and protection of user personal information and data (including the collection of data from minors), the Internet, mobile applications, content, advertising and marketing activities and anti-corruption. Presently, we do not believe that any such legislation or proposed legislation will have a materially adverse impact on our business.
Employees
We have no employees other than our director and President, Mr. Olegas Tunevicius. There is no formal employment agreement between Mr. Tunevicius and the Company.
Legal Proceedings
We are not involved in certain legal claims or proceedings, nor have we ever been.
RESULTS OF OPERATIONS
Three months ended October 31, 2021, compared to October 31, 2020
Revenues
During the three months ended October 31, 2021, and 2020, we have not received any revenues.
14
Operating expenses
Total operating expenses for the three months ended October 31, 2021 were $20,140 compared to $6,107 for the three months ended October 31, 2020. Our operating expenses consisted of general and administrative costs $11,423 (October 31, 2020 - $0), professional fees $8,614 (October 31, 2020 - $6,006) and rent expense $103 (October 31, 2020 - $101). Expenses increased in the three months ended October 31, 2021 primarily due to the recognition of salary and wage expense.
Net Losses
The net loss for the fiscal quarter ended October 31, 2021, was $20,140, compared to $6,107 for the three months ended October 31, 2020, due to the factors discussed above.
Liquidity and Capital Resources
As of October 31, 2021, our total assets were $946 comprised of cash $350, prepaid rent $138 and prepaid expenses $458. Our total liabilities were $79,831 comprised of a loan from our director and payroll liabilities. As of July 31, 2021, our total assets were $849 comprised of cash $124, prepaid rent $104 and prepaid expenses $621. Our total liabilities were $59,594 comprised of a loan from our director and payroll liabilities.
Shareholders’ deficit has increased from $58,745 as of July 31, 2021 to $78,885 as of October 31, 2021.
The Company has accumulated a deficit of $100,016 as of October 31, 2021, compared to $79,876 as of July 31, 2021, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
Net cash flows used in operating activities for the three months ended October 31, 2021, were $8,611.
Net cash flows provided by financial activities for the three months ended October 31, 2021, were $8,837.
Off-Balance Sheet Arrangements
As of October 31, 2021, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. 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 price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
15
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not Applicable.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of October 31, 2021, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings |
During the period ending October 31, 2021, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors |
As a smaller reporting company, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not Applicable.
| Item 3. | Defaults Upon Senior Securities |
Not Applicable.
16
| Item 4. | Mine Safety Disclosures |
Not Applicable.
| Item 5. | Other Information |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BIGEON | ||
| Date: December 6, 2021 | By: | /s/ Olegas Tunevicius |
|
Name: Olegas Tunevicius Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
17