UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| 8200 | EIN | |
|
(Sate or other jurisdiction of incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
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.
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 registrant was required to submit such files).
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. (Check one)
| Large accelerated filer | ☐ | 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 13(a) 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 ☐
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of November 30, 2024 |
| Common Stock: $0.0001 |
TABLE OF CONTENTS
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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
INTORIO, CORP.
BALANCE SHEETS
November 30, 2024 AND FEBRUARY 29, 2024
| (Unaudited) | ||||||||
| November 30, 2024 | February 29, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| LONG-TERM ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to related parties | ||||||||
| Director loan | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding respectively; | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
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INTORIO, CORP. STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED November 30, 2024 AND 2023 (UNAUDITED)
| Three months ended | Nine months ended | |||||||||||||||
| November 30, 2024 | November 30, 2023 | November 30, 2024 | November 30, 2023 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit from operations | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling, general and administrative expenses (Schedule I) | ||||||||||||||||
| Income (loss) from operations before provision for income tax benefit (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Loss from disposal | ( | ) | ||||||||||||||
| Net income (loss) from operations before provision for income tax benefit (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax benefit (expense) | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per share: Basic and diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average number of shares outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
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INTORIO, CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED November 30, 2024 (UNAUDITED)
| Number of Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance on August 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for three months ended, November 30, 2024 | – | ( | ) | ( | ) | |||||||||||||||
| Balance on November 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance on February 29, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Conversion of debt to capital | – | |||||||||||||||||||
| Net loss for nine months ended, November 30, 2024 | – | ( | ) | ( | ) | |||||||||||||||
| Balance on November 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance on August 31, 2023 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||
| Net loss for three months ended, November 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance on November 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance on February 28, 2023 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||
| Net loss for nine months ended, November 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance on November 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements
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INTORIO, CORP.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED NOVEMBER 30, 2024 AND 2023 (UNAUDITED)
| Nine months ended | ||||||||
| November 30, 2024 | November 30, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Net loss on disposal of fixed assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of fixed assets | ||||||||
| Proceeds from sale of fixed assets | ||||||||
| Cash used in investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds of amounts due to related parties | ||||||||
| Cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR | ||||||||
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Forgiveness of loan from shareholder in exchange for contribution | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
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INTORIO CORP
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED NOVEMBER 30, 2024
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
INTORIO, CORP. (the “Company”) was incorporated in the State of Nevada and established on January 04, 2021.
The Company has adopted February 28 as its fiscal year end.
Effective on May 16, 2024, the Company’s location and location of the Company’s books and records has changed to 17875 Von Karman Avenue, Irvine, California 92614.
On August 12, 2024, the Company registered to do business as (“DBA”) Redox International Group.
Note 2 – GOING CONCERN
The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles in the United States of America applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated
deficit of $
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and calculations of liabilities that might be necessary should be Company be unable to continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The results for the three months ended November 30, 2024, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 29, 2024, filed with the Securities and Exchange Commission.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and with the rules and regulations of the United State Securities and Exchange Commission set forth in Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for to present fair statement of the result of the interim periods presented. Unaudited interim results are not necessarily indicative of the result of the full fiscal year.
The Company’s functional and operational currency is U.S. Dollar.
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Use of Estimates
The presentation 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 of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results and outcomes may differ from management’s estimates and assumptions.
Due to limited level of operations during the reporting period, the Company made no material assumptions or estimates other than the assumption that the Company is going concern and estimate with reference to amortization of intangible assets.
Cash and Cash Equivalents
For statement of cash flows purposes, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of November 30, 2024, the Company had $
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements and Disclosures” established 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 market.
Level 2: Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable.
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 shareholders and accounts payable approximate their fair value due to their short-term maturity.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to difference between financial statements carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Tax clarifies the accounting for uncertainty in income taxes by prescribing rules for reconciliation, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement calculation and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred.
As of November 30, 2024, the Company has
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Revenue Recognition
The Company adopts Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contract with Customers”, and all related interpretations for recognition of revenue from services.
Revenue is recognized when the following criteria are met:
| – | Identification of the contract, or contracts, with customer; | |
| – | Identification of performance obligations in the contract; | |
| – | Determination of the transaction price; | |
| – | Allocation of the transaction price to the performance obligations in the contract; and | |
| – | Recognition revenue when, or as, the performance obligations are satisfied. |
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
As of November 30, 2024, there were potential dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustment on investment in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities.
As of November 30, 2024, there were no differences between the Company’s comprehensive loss and net loss.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
As of November 30, 2024, the Company has not issued any stock-based payments to its employees.
Recent Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
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Note 4 – INTANGIBLE ASSETS
Intangibles comprise of the Company’s website.
The website was purchased on February 27, 2021, for $
Note 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
From inception through May 16, 2024, the Company
previous sole officer and director loaned the Company $
Since the ownership change effective May 16, 2024
(see above), to cover certain operating expenses and cash position of the company, the current shareholders advanced funds to the Company
in form of short-term shareholder loans. As of November 30, the outstanding balance of these short-term loans was $
Note 6 – CAPITAL STOCK
The Company has shares of common stock authorized with a par value of $ per share.
On January 5, 2021, the Company issued
shares of common stock for consideration of $
As of February 28, 2022, the Company issued shares of common stock to 32 shareholders for cash proceeds of $ at $0.02 per share.
There were shares of common stock issued and outstanding as of February 29, 2024, and November 30, 2024.
Effective May 16, 2024, the previous sole officer and director and majority shareholder of the Company entered into a stock purchase agreement for the sale of shares of Common Stock of the Company, representing approximately 62% of the issued and outstanding shares of Common Stock of the Company as of such date, to six accredited investors, and as such they are able to unilaterally control and election of the Company’s board of directors, and all matters upon which shareholder approval is required and, ultimately, the direction of the Company.
Note 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from November 31, 2024, to the date financial statements were issued, as of date of financial statements.
During December 2024, the Company repaid $45,000 to shareholders, which reduced the amount due to related parties in the form of short-term shareholder loans.
On January 7, 2025, and January 23, 2025, a related party provided the Company with loans of $10,000 each to cover operating expenses. These loans are unsecured, non-interest bearing, and payable upon demand.
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SUPPLEMENTARY INFORMATION
INTORIO, CORP. SUPPLEMENTARY INFORMATION
SCHEDULE I - GENERAL AND ADMINISTRATIVE EXPENSES NINE MONTHS AND THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023 (UNAUDITED)
| Three months ended | Nine months ended | |||||||||||||||
| November 30, 2024 | November 30, 2023 | November 30, 2024 | November 30, 2023 | |||||||||||||
| Bank service charge | $ | 65 | $ | – | $ | 65 | $ | – | ||||||||
| Business licenses | – | – | 232 | – | ||||||||||||
| Consulting services | – | 1,500 | – | 4,500 | ||||||||||||
| Depreciation | – | 667 | – | 2,001 | ||||||||||||
| Dues and subscriptions | – | – | 98 | – | ||||||||||||
| Professional fees | 14,228 | 2,258 | 27,763 | 13,477 | ||||||||||||
| Total selling, general and administrative expenses | $ | 14,293 | $ | 4,425 | $ | 28,158 | $ | 19,978 | ||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 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.
DESCRIPTION OF OUR BUSINESS
Intorio, Corp. was incorporated in the State of Nevada and established on January 04, 2021. We plan to change our name from Intorio. Corp. to REDOX International Group with the SEC and FINRA and also file FFN with the state of Nevada and California for our operation. The Company possesses assets in a form of an operative website at http://www.redoxfm.com/. Also, the company is registering its own trademark, upon which will propose its services. REDOX Integrative and Functional Medicine Center is the established global leader in longevity medicine, metabolic resilience, and whole-person care.
In consistently pushing beyond the traditional standards of healthcare and disseminating the latest and most innovative clinical strategies in modern medicine, we spent nearly three decades equipping thousands of clinicians and millions of dollars in medical equipment across Asia to combat the growing burden of age-related disease and improve the human healthspan. Our business office is located at 17875 Von Karman Avenue, Irvine, California 92614. Our telephone number is (323) 909-2866.
Dr. HanWen Ou, the Doctor of Functional Medicine in the US, REDOX has a health management team, specializing in functional medicine applications. This team includes domestic and international clinicians, medical technicians, nutritionists and nurses. Cultivating in its professional environment, a group of marketing professionals is growing, focusing on functional medicine promotion.
REDOX has the leading functional medicine laboratory in Asia (REDOX Functional Medicine Laboratory). As a technical support, it also has the first demonstration clinic in clinical use of functional medicine in Asia. It has substantial and complete operational experience on health management services including clinical consultation, nutrition advisory to medical assessment. Over the years, REDOX has spared no effort in promoting the concept of functional medicine in the international community, renowned in major Asian cities, affecting alliance that attracts well- known laboratories from the US and Germany.
REDOX is holding more ideals and expectations for the advancement of the current traditional health management model. Its mission is to improve the domestic health management environment through diversified market services and comprehensive development. Through the communication of functional medical concepts, people will pay more attention to health management and disease prevention, guiding their narrow sense of health check and follow-up care, making REDOX the best synonym for functional medicine in Asia.
Our entity includes the following four organizations:
REDOX Biomedicine Co., Ltd: The pioneer of functional medicine in Asia. Developing functional medicine products and international marketing agency.
REDOX Functional Medicine Laboratory: The unique comprehensive functional medical laboratory and R&D center in Asia. REDOX Integrative and Functional Medicine Center: The only functional medicine and health management teaching clinic in Asia. Chinese Functional Medicine Association: The first promotional platform on cultivation and teaching functional medicine in Asia.
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RECENT DEVELOPMENTS
Effective May 16, 2024, Gagi Gogolashvili, the previous sole officer and director and majority shareholder of Intorio, Corp. (the “Company”), entered into a stock purchase agreements for the sale of 2,000,000 shares of Common Stock of the Company, representing approximately 89% of the issued and outstanding shares of Common Stock of the Company as of such date, to six (6) accredited investors, and as such they are able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
Upon the resignation of Mr. Gogolashvili from all executive officer positions with the Company, including Chief Executive Officer and President, and as a member of the Board, effective May 16, 2024, Dr. Han-Wen Ou was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.
Han-Wen Ou - Chief Executive Officer and Director
Dr. Ou has received the following degrees: a Bachelor of Science (BSc) from Taipei Medical University, a Master of Functional Medicine (MSc) from University of Western State (UWS), and a Doctor of Clinical Nutrition (PhD, DCN) from Maryland University of Integrative Health (MUIH).
Dr. Ou was formerly a Resident at Taipei Veterans General Hospital (TVGH), and an Attending Physician of Family Medicine at Taipei City Hospital. He is currently Director of The American Academy of Anti-Aging Medicine (A4M) of Taiwan, China, and Singapore, Director of Chinese Functional Medicine Association (CFMA), Director of REDOX Integrative Functional Medicine Center and Director of REDOX Biomedicine CO., LTD.
We have been introducing following Functional Medicine Laboratory Testing Items since operate:
Interpretation of Human Physiological Code:
This system aims to prevent the risk of metabolic diseases. In addition to blood fat and blood glucose tests, it also provides subtype analysis of low-density lipoproteins, glycation end products, as well as the nutrients that affecting endothelial function, inflammatory factors and methylation metabolism tests. In addition, by using urine to analyze organic acids produced during biochemical reactions in the body can help to examine whether the metabolic function of cells using nutrients to produce energy is perfect. It can also be used to assess the risk of personal vitamin and mineral deficiency.
Using the most sophisticated molecular testing equipment available today to examine various hormone concentrations and understand the balance among each other in the body. Providing blood tests for male and female hormones, adrenal cortex hormones, and urine test results of estrogen and estrogen metabolism as a basis for physicians to evaluate the endocrine function of their patients and then monitor therapeutic effect with salivary hormone testing. A comprehensive endocrine function testing can achieve the most ideal and safest anti-aging and health care.
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Nutrition is the foundation of health care. Fully understand the nutritional status of patient can design an appropriate personalized conditioning program. To examine the complete nutritional status of customers, REDOX Functional Medicine Laboratory uses a comprehensive molecular testing facility that provides a variety of in vivo nutrient analysis data, including those of oxidative stress, antioxidant enzyme and cell membrane fatty acid to assess potential disease risks. For assessing dietary nutrition, testing includes anti-oxidant vitamin analysis, amino acid balance analysis, blood fatty acid analysis and mineral trace element analysis.
This is used to assess the extent to which environmental toxins threaten the health of individuals. Using hair/blood heavy metal toxin concentration tests to analyze the risk of long-term exposure and contamination in daily life environment. By measuring urinary heavy metal concentrations and plasticizers metabolite concentrations to evaluate the accumulation of various exogenous toxins in the body and environmental hormone residues, reminding customers to stay away from possible sources of pollution and help strengthen the body’s ability to detoxify, improve self-protection to restore health.
Changes in the body’s physiological response to daily factors such as diet, drugs, additives, personal items, environmental substances, etc., are useful indicators for examining whether the individual’s immune system is stable and balanced. Blood tests can be used to understand whether there is a health problem with immune imbalance in the immune response of various specific and non-specific allergens, so as to avoid and prevent it early. Tests Include acute allergen lgE testing, chronic food-lgG analysis, gluten and histamine tolerance analysis, and rheumatoid arthritis index testing.
This is used to assess the complete functional status of gastrointestinal tract, from digestion and absorption to the integrity functional analysis of immune barrier. Through stool analysis of personal food digestion capacity, intestinal absorption efficiency, microbial flora ecology, as well as detection of intestinal infections, celiac disease / gluten allergy and inflammation, helping physicians on clinical diagnosis for effective treatment. The function of intestinal wall barrier is analyzed using urine/stool samples, it can be immediately away from the threat of intestinal leakage syndrome. It also provides breath detection to analyze the growth of intestinal microbes to avoid the deterioration of SIBO that will affect health.
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Genetic analysis helps to understand the innate physical characteristics of individual. Adjusting the individual’s lifestyle and diet according to physical characteristics can effectively strengthen health and prevent disease threats. Whether it is cardiovascular disease factor, lipid metabolism gene, macular degeneration gene, methylation metabolic genotype or various cancer risk genetic analyses, further health management is planned through relevant risk information after a complete physical type analysis, achieving more active and effective in reducing the risk of various genetic diseases.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have one employee 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.
Three Months Ended November 30, 2024 and 2023:
During the three months ended November 30, 2024, we have generated $0 revenue.
Our net loss for the three months ended November 30, 2024 was $14,293. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
During three months ended November 30, 2023, we have generated $2,000 revenue from consulting services.
The net loss for the quarter ended November 30, 2024 and November 30, 2023 was $14,293 and $2,425, accordingly. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
Liquidity and Capital Resources
As of November 30, 2024, our total assets were $48,935. As of November 30, 2024, our current liabilities were $76,172.
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Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For nine months ended November 30, 2024, net cash flows used in operating activities was $12,439. For three months ended November 30, 2023, net cash flows used in operating activities was $9,377.
Cash Flows from Investing Activities
We did not generate any cash flows from investing activities for the three -month period ended November 30, 2024 and 2023.
Cash Flows from Financing Activities
We have generated cash flows from financing activities for the nine month period ended November 30, 2024 in the amount of $60,453 from related parties. We have generated cash flows from financing activities for nine months ending November 30, 2023 in the amount of $9,479 from director loan.
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 three 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.
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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.
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 November 30, 2024. 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 since Inception on January 4, 2021 ended November 30, 2024 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
During the three months ended November 30, 2024,
no director or officer
ITEM 6. EXHIBITS
| Exhibit number |
Exhibit Description | |
| 31.1 | Certification of Chief Executive Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in 17875 Von Karman Avenue, Irvine, California 92614
| INTORIO, CORP. | ||
| By: /s/ Han-Wen Ou | ||
| President, Treasurer and Secretary | ||
| (Principal Executive, Financial and Accounting Officer) | ||
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s/ Han-Wen Ou | ||||
| Han-Wen Ou |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
February 19, 2025 |
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