Item 1. Description of Business
DESCRIPTION OF BUSINESS
General
Established in Nevada in 2019, Alixo-Yolloo Corporation specializes in providing music-recognition services through its mobile application called 'Alixo.' The application allows users to identify music tracks based on short samples recorded via their device's microphone. Alixo app is available for download on Google Play. A mobile application designed to help users identify music tracks based on short samples recorded via their device's microphone. The application utilizes advanced algorithms for music recognition, enabling users to quickly and easily discover new music. The app's functionality includes basic identification of music tracks, without involving reproduction or distribution of copyrighted material.
Furthermore, Alixo-Yolloo Corporation offers an API rental service through its website for music recognition and listening applications. This service allows other applications to integrate music recognition functionality using the same neural network database employed by the Alixo app. API plans can be accessed through the website: https://alixo-yolloo.com/.
Corporate Organization
Alixo-Yolloo Corporation was incorporated under the laws of the State of Nevada, U.S. on January 17, 2019. Our Operational Office and Directors Location is maintained at: Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan and we can be reached via phone at +1-252-34-66-180.
Competitive strengths
We believe that the following strengths contribute to our success and differentiate us from our competitors:
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Growth strategies
We intend to grow our business using the following key strategies:
• Further develop Alixo app to include new functions such as creating personal playlists, text search for songs, social function integration (social media), and song search history function.
• Generate revenue through API packages.
• Continuously improve and enhance the user experience of our products and services.
• Explore new markets and business opportunities globally.
• Increase brand awareness and marketing efforts through targeted advertising and partnerships.
• Expand our product offerings through strategic partnerships and acquisitions.
• Permanently monitor and adapt to changes in the industry and market trends.
• Invest in customer service and support to ensure high levels of customer satisfaction and retention.
• Expand our business globally by localizing our application in different languages and adapting it to regional market needs.
Regulation
As a company, we understand the importance of complying with all applicable regulations, rules, and directives of governmental authorities and agencies. While we do not anticipate any immediate government approvals or regulations impacting our business, we remain committed to maintaining compliance with all applicable laws and regulations in any jurisdiction where we conduct activities.
Regarding intellectual property, we currently have not obtained any copyrights, patents, or trademarks, and we do not anticipate filing any applications related to any assets over the next 12 months. However, we recognize the importance of protecting our intellectual property and may consider taking appropriate measures to do so in the future.
Employees
We are a development stage company and currently have no employees, other than our board of directors, Rassul Sadakbayev, Director and Roman Zhezhel who takes the position of the President, Treasurer, Secretary and Director.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings
During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting him involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Common Equity and Related Stockholder Matters
MARKET INFORMATION
There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted by one or more market makers who:
·are approved by FINRA;
·who agree to become a market maker in the security; and
·who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange.
In order for a security to be eligible for quotation by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer.
HOLDERS
As of June 11, 2024, the Company had 6,695,000 shares of our common stock issued and outstanding held by our shareholders.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
During November 2023 the Company issued 25,000 shares of common stock for cash proceeds of $500 at $0.02 per share.
During December 2023 the Company issued 555,000 shares of common stock for cash proceeds of $11,100 at $0.02 per share.
During January 2024 the Company issued 185,000 shares of common stock for cash proceeds of $3,700 at $0.02 per share.
During February 2024 the Company issued 930,000 shares of common stock for cash proceeds of $18,600 at $0.02 per share.
As of February 29, 2024 and February 28, 2023, the Company had 6,695,000 and 5,000,000 shares issued and outstanding, respectively.
OTHER STOCKHOLDER MATTERS
None.
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the years ended February 29, 2024 and February 28, 2023:
Revenues
For the years ended February 29, 2024 and February 28, 2023, the Company generated total revenue of $21,518 having sold the Application Programming Interface (API) packages provided on its website and $0, respectively.
Operating expenses
Total expenses for the year ended February 29, 2024 were $27,422 ($1,342) for the year ended February 28, 2023) consisting of general and administrative expenses. Expenses increased in the year ended February 29, 2024 primarily due to the professional fees.
Other Income (Expenses)
Total other expenses for the years ended February 29, 2024 and February 28, 2023 was $867 and $0, respectively. The other expenses included the loss on sale of the intangible asset.
Net Losses
The company recorded a net loss of $6,771 for the year ended February 29, 2024, and $1,342 for the year ended February 28, 2023.
Liquidity and Capital Resources
As of February 29, 2024 we have cash reserves of approximately $9,073 and our liabilities are $ 79,998, comprising $ 43,648 accounts payable and $36,350 owed to Rassul Sadakbayev, our director. The available capital reserves of the Company are not sufficient for the Company to remain operational.
As of February 28, 2023 we have cash reserves of approximately $7,511 and our liabilities are $48,208, comprising $31,828 accounts payable and $16,380 owed to Rassul Sadakbayev, our director. The available capital reserves of the Company are not sufficient for the Company to remain operational.
Shareholders’ equity (deficit) has increased from $929 as of February 28, 2023 to $28,058 as of February 29, 2024.
The Company has accumulated a deficit of $10,842 as of February 29, 2024, compared to $4,071 as of February 28, 2023, 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 used in operating activities for the year ended February 29, 2024, was $62,308 ($23,680 – for the year ended February 28, 2023).
Cash flows from investing activities for the year ended February 29, 2024, was $10,000 ($34,820 - for the year ended February 28, 2023).
Cash flows from financing activities for the year ended February 29, 2024, was $53,870 ($16,380 - for the year ended February 28, 2023).
Critical Accounting Policies and Significant Judgments and Estimates
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.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. The Company does not apply discounts.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.
Off-Balance Sheet Arrangements
We have no 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.
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 not generated sufficient revenues. We cannot guarantee we will be successful in our business operations. 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 shareholder.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
INDEX TO AUDITED FINANCIAL STATEMENTS
ALIXO-YOLLOO CORPORATION
FEBRUARY 29, 2024
11
Report of the Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Alixo-Yolloo Corporation.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Alixo-Yolloo Corporation as of February 29, 2024, and the related statements of operations, stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 29, 2024, and the results of its operations and its cash flows for the year ended February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss of $6,771 and an accumulated deficit of $10,842 as of February 29, 2024, the Company currently have limited revenue. The continuation of the Company as a going concern through February 29, 2024, is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due.
These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
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 audit. 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. 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.
Critical Audit Matters
Critical audit matters 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. 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, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. As of February 29, 2024, there are no critical audit matters to communicate.