What changed in this filing

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Item 9A. Controls and Procedures

2021-08-30 compared with 2020-08-31 · 43 added, 32 removed, 341 unchanged (18% of the section changed)

81 unchanged sentences

Reymund Guillermo

Secretary/Treasurer

Secretary/Treasuere

Outstanding Equity Awards at Fiscal Year End

16 unchanged sentences

DIRECTOR COMPENSATION

Fees Earned or

Option Awards

24 unchanged sentences

Transactions with Related Persons

During the period ended May 31, 2020, the CEO paid expenses of $19,863 and on behalf of the Company and provided $330 in additional loans to the Company.

During the year ended May 31, 2021 the CEO, Reymund Guillermo, paid expenses of $52,841 on behalf of the Company and accrued CEO management fees of $7,500 for the period.

Total amount owed to the CEO as of May 31, 2021 is $81,398 (May 31, 2020- $28,557).

39 unchanged sentences

* Included in Exhibit 31.1

** Included in Exhibit 32.1

FINANCIAL STATEMENTS

5 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

PLS CPA, A PROFESSIONAL CORPORATION

♦ 4725 MERCURY STREET #210 ♦ SAN DIEGO ♦ CALIFORNIA 92111 ♦

♦ TELEPHONE (858)722-5953 ♦ FAX (858) 761-0341 ♦ FAX (858) 764-5480

♦ E-MAIL changgpark@gmail.com ♦

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Cocoluv Inc.

To the Board of Directors

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Cocoluv Inc.

(the Company) as of May 31, 2020 and 2019, the related statements of operations, changes in shareholders' deficit, and cash flows for the year ended May 31, 2020 and 2019, and the related notes to the financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2020 and 2019, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has a loss from operations through May 31, 2020, and does not have sufficient working capital to fund its planned operations during the twelve-month period subsequent to the issuance of these financial statements.

This raises substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to these matters also are described in Note 1.

as of May 31, 2021 and the related statements of operations, changes in stockholders’ deficit and cash flows for the periods then ended, and the related notes (collectively referred to as “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2021 and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the company, as of May 31, 2020, were audited by other auditors whose report dated August 31, 2020, expressed an unqualified opinion on those statements.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

As described further in Note 1 to the financial statements, the Company has incurred losses each year from inception through May 31, 2021 and expects to incur additional losses in the future.

We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date.

This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, although the Company has limited operations it has yet to attain profitability.

This raises substantial doubt about its ability to continue as a going concern.

Management’s plan in regard to these matters is also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

1 unchanged sentence

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

2 unchanged sentences

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

1 unchanged sentence

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

PLS CPA, A Professional Corp

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2021.

San Diego, CA.

Seattle, Washington

August 27, 2021

9 unchanged sentences

STOCKHOLDERS’ (DEFICIT)

Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 64,900,000 shares of common stock (May 31, 2019 – 200,000,000)

200,000,000 shares of common stock, $0.001 par value,

Issued and outstanding

64,900,000 shares of common stock (May 31, 2020 – 64,900,000)

Additional paid in capital

4 unchanged sentences

STATEMENTS OF OPERATIONS

For the year ended

OPERATING EXPENSES

15 unchanged sentences

Balance, May 31, 2020

Net loss for the year ending May 31, 2021

Balance, May 31, 2021

May 20, 2020, the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 50 new common shares for 1 old common share

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the year ending

CASH FLOWS FROM OPERATING ACTIVITIES

83 unchanged sentences

All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 50:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

NOTE 4 – PREPAID EXPENSES

As of May 31, 2021, the prepaid balance on our Balance Sheets is as follows;

Deposit Trust Company (DTC) - $20,000

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2021 (Audited)

NOTE 5 – RELATED PARTY TRANSACTIONS

During the period ended May 31, 2020, the CEO paid expenses of $19,863 and on behalf of the Company and provided $330 in additional loans to the Company.

During the year ended May 31, 2021 the CEO, Reymund Guillermo, paid expenses of $52,841 on behalf of the Company and accrued CEO management fees of $7,500 for the period.

Total amount owed to the CEO as of May 31, 2021 is $81,398 (May 31, 2020- $28,557).

The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2020 (Audited)

NOTE 4 – RELATED PARTY TRANSACTIONS (continued)

On May 20, 2020, the founding shareholder of the Company returned 150,000,000 (pre-split 3,000,000) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company.

27 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures