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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended March 31, 2024

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

For the transition period from __________ to __________

Commission File No. 333-261643

TANICO INC.

(Exact name of registrant as specified in its charter)

Nevada

7371

37-2002382

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Mr. Anton Mikhalev

President/Secretary

387 Whitby Shores Greenway, Whitby, Ontario L1N 9R6 Canada

Telephone: 775-404-0333

Fax: 775-302-8538

Email: tanico.inc@outlook.com

Website: tanico.ca

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

Indicate by check mark whether the registrant 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 and post such files). Yes ☒ No ☐

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

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

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for completing 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 ☐ No ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

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 ☒

Applicable Only to Corporate Registrants

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 April 30, 2024
Common Stock: $0.001	7,825,000

Table of Contents

PART I - FINANCIAL INFORMATION		3

	Item1. Financial Statements (Unaudited)	3

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4

	Item 3. Quantitative and Qualitative Disclosures about Market Risk.	6

	Item 4. Controls and Procedures.	6

PART II - OTHER INFORMATION		7

	Item 1. Legal Proceeding	7

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7

	Item 3. Default Upon Senior Securities	7

	Item 4. Mine Safety Disclosures	7

	Item 5. Other Information	7

	Item 6. Exhibits	8

Table of Contents

PART I - FINANCIAL INFORMATION

Item1. Financial Statements (Unaudited)

Tanico Inc.

Quarter Ended March 31, 2024

Index to the Financial Statements

Contents		Page(s)

Balance Sheets as of March 31, 2024 (unaudited) and September 30, 2023 (audited)		F-1

Statement of Operations for the Three and Six Months Ended March 31, 2024 and 2023 (unaudited)		F-2

Statement of Cash Flows for the Six Months Ended March 31, 2024 and 2023 (unaudited)		F-3

Statements of Shareholders’ Equity (Deficit) for the Six Months Ended March 31, 2024 and 2023 (unaudited)		F-4

Notes to the Financial Statements (unaudited)		F-5

Table of Contents

Tanico Inc.
Balance Sheets As of March 31, 2024 (unaudited) and September 30, 2023

	March 31, 2024			September 30, 2023
ASSETS

Current Assets
Cash	$	6,322		$	14,299
Total Current Assets		6,322			14,299
Non-Current Assets
Property, Plant & Equipment (net)		-			241
Total Non-Current Assets		-			241
Total Assets	$	6,322		$	14,540

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Expenses	$	2,500		$	8,099
Due to Related Party		23,127			17,791
Total Current Liabilities		25,627			25,890
Total Liabilities		25,627			25,890

Stockholders’ Equity (Deficit)
Common Stock, $0.001 par value, 75,000,000 shares authorized, and 7,825,000 shares issued and outstanding, respectively		7,825			7,825
Additional Paid-in Capital		25,425			25,425
Accumulated deficit		(52,555	)		(44,600	)
Total Stockholders’ Deficit		(19,305	)		(11,350	)
Total Liabilities and Stockholders’ Deficit	$	6,322		$	14,540

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

F-1

Table of Contents

Statement of Operations

For the Three and Six Months Ended March 31, 2024 and 2023

Unaudited

	Three months ended March 31, 2024			Three months ended March 31, 2023			Six months ended March 31, 2024			Six months ended March 31, 2023
REVENUE	$	-		$	-		$	-		$	5,000

EXPENSES
Other General and Administrative		322			150			711			499
Professional Expenses		3,198			3,927			7,244			6,869
Total Expenses		3,520			3,447			7,955			7,368

Income (Loss) from Operations		(3,520	)		(3,447	)		(7,955	)		(2,368	)

Income Tax Expense		-			-			-			-

NET INCOME (LOSS) AFTER TAX	$	(3,520	)	$	(3,447	)	$	(7,955	)	$	(2,368	)

Basic and Diluted Net Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted-Average Number of Common Shares Outstanding		7,825,000			8,003,889			7,825,000			7,931,044

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

F-2

Table of Contents

Statement of Cash Flows

For the Six Months Ended March 31, 2024 and 2023

Unaudited

	Six Months Ended March 31, 2024			Six Months Ended March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITES:
Net income (loss)	$	(7,955	)	$	(2,368	)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		240			240
Change in operating assets and liabilities:
Deferred revenue		-			(5,000	)
Accounts payable and accrued expenses		(5,599	)		(5,401	)
Other Payable		-			1,000
Net cash used in operating activities		(13,314	)		(11,529	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed from related party loan		5,337			192
Proceeds from sale of common shares		-			4,300
Net cash provided by financing activities		5,337			4,492

Net increase (decrease) in cash		(7,977	)		(7,037	)

Cash, beginning of period		14,299			33,294
Cash, end of period	$	6,322		$	26,257

Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

F-3

Table of Contents

Tanico Inc. Statements of Shareholders’ Equity (Deficit) For the Six Months Ended March 31, 2024 and 2023 Unaudited
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance September 30, 2023		7,825,000	$	7,825	$	25,425	$	(44,600	)	$	(11,350	)
Net Income		-		-		-		(4,435	)		(4,435	)
Balance December 31, 2023		7,825,000		7,825		25,425	$	(49,035	)		(15,785	)
Net Loss								(3,520	)		(3,520	)
Balance March 31, 2024		7,825,000	$	7,825	$	25,425	$	(52,555	)	$	(19,305	)

	Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance September 30, 2022		7,475,000		$	7,475		$	22,275		$	(25,578	)		4,172
Issuance of Common Shares for Cash		530,000			530			4,770			-			5,300
Net Loss											1,079			1,079
Balance December 31, 2022		8,005,000			8,005			27,045		$	(24,499	)	$	10,551
Cancellation of Common Shares		(100,000	)		(100	)		(900	)		-			(1,000	)
Net Loss											(3,447	)		(3,447	)
Balance March 31, 2023		7,905,000		$	7,905		$	26,145		$	(27,946	)		6,104

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

F-4

Table of Contents

NOTES TO FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

Note 1 - Organization and Business Operations

Tanico Inc. was incorporated in the State of Nevada on May 3, 2021. Our offices are located at 387 Whitby Shores Greenway, Whitby, ON Canada. The company will develop new type of computer games for the children ages 4 to 7. These games will encourage child intellectual development and provide parents with feedback on the progress of a child mental development. Our aim is to develop Tanico Inc. in phases. The first phase of development will focus on design solutions. The second phase will be further development of new gaming software solutions.

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 financial statements present the balance sheet, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The interim financial information has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X OR Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations.

The results for the six months ended March 31, 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 financial statements and footnotes thereto included in the Company’s Annual Report for the year ended September 30, 2023, filed with the Securities and Exchange Commission.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2024 and for the related periods presented.

Fiscal Year-End

The Company elected September 30 as its fiscal year ending date.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:

	(i)	Assumption as a going concern: Management assumes 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;

	(ii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

F-5

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These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

Fair Value Measurements

The company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modelling inputs based on assumptions)

The Company has no assets or liabilities valued at fair value on a recurring basis.

Cash and 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. Cash is held on deposit with a federally regulated bank, where the first $100,000 of the deposit funds are fully insured.

Property, Plant and Equipment

Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Identifiable significant improvements are capitalized and expenditures for maintenance, repairs, and betterments, including replacement of missing items are charged to expense.

Deprecation is computed based on cost, less the estimated residual value, if any, using the straight-line method over the estimated useful life. The residual value rate and useful life of property and equipment is summarized as follows:

Residual

value rate

Useful life

Property and Equipment

Computer Equipment

2 years

F-6

Table of Contents

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.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The Company did not have any commitments or contingencies as of March 31, 2024.

Revenue Recognition

The Company adopted ASU 201409, Topic 606 on April 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts.

The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The company assesses these arrangements in accordance with Topic 606.

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Table of Contents

License rights of use subscription

The majority of the Company's revenue is expected to be generated from right of use access to gaming software for individual retail clients. The generic software product can be used by a wide range of retail customers.

The performance obligation for retail clients is satisfied when the subscription period is expired. Therefore, revenue is recognized over time.

Software modification

The Company may also provide software design and modifications for commercial clients based on special requests and contracts. The performance obligation for commercial clients is satisfied when the final product is delivered to a customer.

When the modifications are ordered by a commercial client, such product is specified by customer. Should a commercial customer withdraw from the contract of a modified product, such product remains as the Company’s property.

The product is not controlled by the buyer until it is fully completed in a usable stage, where the buyer does not simultaneously receive and consume the economic benefits of the product or services provided. Such a product could be potentially resold to another party in due course without limitations; however, the Company may need to incur some additional cost for the rework of the product or some revenue loss on the resale of the asset to another customer.

The Company requires a 100% prepayment for commercial product modifications. The prepayment is recognized as a contract liability under deferred revenue. A partially completed project where the Company is at fault requires a full money repayment to the customer. When partially completed project is terminated at the discretion of customer where the Company is not at fault, no prepayment refund is issued.

Revenue for software modification and development for commercial clients is recognized at a point in time, coincides with the delivery of a final product to the customer.

The contract specified the distinct performance obligation promises to the customer as follows:

	a.	90 hours of support free of charge is an additional service beyond the software development, design and modifications;

	b.	The customer can choose to receive additional assistance beyond the initial 90 hours is distinct from the core software development, design and modifications at an hourly rate of $40;

	c.	2 days training with respect to the operation of the software; this training is a separate service that adds value to the customer and can be considered a distinct promise.

During the six months period ending March 31, 2024 the Company did not make any sales.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the period from October 1, 2023 through March 31, 2024

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Net Income (Loss) per Common Share

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 for the three and six months ended March 31, 2024 and 2023.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

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 is in a startup mode; it had an accumulated deficit from inception (May 3, 2021) to March 31, 2024 of $52,555 and a working capital deficit of $19,305 at March 31, 2024. To date, the Company only generated $5,000 in revenues with one customer. These factors raise doubt about the Company’s ability to continue as a going concern.

The Company is devoting substantially all of its current efforts to establishing the business and its planned principal operations have not commenced. The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. 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 its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

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

Note 4 - Property, Plant and Equipment

As of March 31, 2024 and September 30, 2023 property and equipment were comprised of the following:

	March 31, 2024			September 30, 2023
	(Unaudited)
Computer equipment	$	961		$	961
Less: accumulated depreciation		(961	)		(720	)
Total property and equipment, net	$	-		$	241

Depreciation expenses for the six months ended March 31, 2024 were $240 and for the six months ended March 31, 2023 were $240. There were no equipment additions or disposals during the reporting period. Cost of computer equipment was fully amortized as of March 31, 2024.

Note 5 - Stockholders’ Equity

Shares Authorized

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 which Seventy-Five Million (75,000,000) shares shall be Common Stock, par value $0.001 per share.

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Common Stock

For the period from October 1, 2022 to September 30, 2023, the Company has sold an additional 2,825,000 shares of common stock, par value of $0.001 per share, for the total aggregate proceeds of $28,250, at the selling price of $0.01 per share.

All shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering and Rule 506 of Regulation D promulgated thereunder.

For the year ended September 30, 2023, Company cancelled 180,000 shares for two shareholders. Both cancellations were made in a voluntary manner driven by the shareholders’ requests. Cash payout for these share cancellations were completed with no further amounts due and outstanding.

As of March 31, 2024 there were 7,825,000 total shares issued and outstanding.

Note 6 - Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship

Anton Mikhalev		President
Nikita Fenev		Shareholder

Related party loan

During the six months ended March 31, 2024, Mr. Anton Mikhalev, the President and a director of the Company, had advanced the Company $5,336 for working capital, received $0 from the Company as repayments. The outstanding balance payable to Anton Mikhalev was $5,336 and $0 as of March 31, 2024 and September 30, 2023, respectively.

The outstanding balance payable to Nikita Fenev was $17,791 as of March 31, 2024 and September 30, 2023.

The loans above are unsecured, non-interest bearing, and due on demand.

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Note 7 - Income Tax Provision

	For the Six Months Period Ended
	March 31, 2024			March 31, 2023

Net profit (loss) before income tax	$	(7,955	)	$	(2,368	)
Tax Expense (benefit) at the statutory tax rate		(1,671	)		(499	)
Tax effect of
Valuation allowance		1,671			499
Net operating loss tax assets deduction					-
Income tax benefit	$	-		$	-

Deferred Tax Assets

At March 31, 2024, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $52,555 that may be offset against future taxable income through 2040. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $11,037 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.

Components of deferred tax assets are as follows:

	March 31, 2024			September 30, 2023

Net Deferred Tax Asset Non-Current:
Net Operating Loss Carry-Forward	$	52,555			44,600
Effective tax rate		21.0	%		21.0	%
Expected Income Tax Benefit from NOL Carry-Forward		11,037			9,366
Less: Valuation Allowance		(11,037	)		(9,366	)
Deferred Tax Asset, Net of Valuation Allowance	$	-			-

Income Tax Provision in the Statement of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	March 31, 2024			September 30, 2023

Federal statutory income tax rate		21.0	%		21.0	%
Increase (reduction) in income tax provision resulting from:
Net Operating Loss (NOL) carry-forward		(21.0	%)		(21.0	%)
Effective income tax rate		0.0	%		0.0	%

Tax Returns Remaining subject to IRS Audits

The Company has filed its corporation income tax return for the reporting period ended September 30, 2023, which will remain subject to examination by the Internal Revenue Service under the statute of limitations for a period of three (3) years from the date it is filed.

Note 8 - Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Subsequent to the date the financial statements were available to be issued. There was no subsequent event that would require disclosure to or adjustment to the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our cash balance is $6,322 as of March 31, 2024. We believe our cash balance is not sufficient to fund our limited levels of operations for a prolonged period of time. We have been utilizing funds loaned to the Company by our President. She has no commitment, arrangement or legal obligation to advance or loan additional funds to the company. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $25,000 (approximately $15,500 of which are legal and registration fees for a public company) of funding from this offering. Being a new startup company, we have very limited operating history. After twelve months period we may need additional financing, for which we currently don’t have any arrangements.

As of March 31, 2024, the total number of issued and outstanding shares was 7,825,000 and the Corporation’s stockholders’ equity was $33,250.

Our independent registered public accountant has issued a going concern opinion for September 30, 2023 Financial Statements. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have generated no revenue since inception and no significant revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

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Results of Operations for the Three and Six Months ended March 31, 2024 and 2023

In the three months ended March 31, 2024 our total operating expenses of $3,520 were comprised of professional fees of $3,198 and general and administrative expenses of $322. We did not generate any operational revenue during the three months ended March 31, 2024.

This is as compared with total operating expenses of $3,447 during the quarter ended March 31, 2023; expenses consisted of $3,297 of professional fees and general and administrative expenses of $150.

We currently anticipate that our legal and accounting fees will increase over the next 12 months as a result of becoming a reporting company with the SEC, and will be approximately $15,500. We have prepared an internal business plan. We have not started our proposed business operations and do not expect to do so until approximately 180 days after we have completed this offering.

Activities to Date

A substantial portion of our activities to-date has been focused on developing a sound business plan. We have also established the company’s office. The Company continue conceptual games design and preparing for detailed design and formalizing business requirements. We have generated $5,000 in software design product sold to one client.

Continue to work on Company website and presentation materials for prospective clients.

Since inception, we have issued 5,000,000 shares of common stock to our President and an additional 2,825,000 shares of common stock to other independent investors.

Plan of Operations

We anticipate that our legal and accounting fees will increase to $15,500 over the next 12 months as a result of becoming a reporting company with the SEC.

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.

Liquidity and Capital Resources

As of March 31, 2024, the Company had $6,322 of current assets and $25,627 of current liabilities. The working capital deficit of ($19,305) is insufficient for the Company to remain operational long-term.

During six months ended March 31, 2024, the net decrease in cash was ($7,977). The Company used ($13,314) in operating cash resources (net operating loss and reduction in accrued liabilities), and generated $5,337 from financing activities (advances by director).

During six months ended March 31, 2023, the net decrease in cash was ($7,037). The Company used ($11,529) in operating cash resources (reduction in unearned revenue and accounts payable), and generated $4,492 from financing activities (primarily due to sales of common shares).

Our negative cash flow per month is: $7,977/3=$2,659 (estimated based on the current period expenses). Based on this estimate and on current cash on hand we can sustain operations for ~0.2 years ($6,322/$2,659). This will change as we are moving to the more active phase of our development.

Since inception, we have issued 5,000,000 shares of common stocks to our President and Director, at a price of $0.001 per share, for aggregate value of $5,000. Additionally, we have issued 2,825,000 shares of common stock to other investors for an aggregated value of $28,250. Our Director provided $23,127 in operating loan to the company.

We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the fees and expenses of this offering. We will have to utilize funds advanced by our President and Director. However, she has no formal commitment, arrangement or legal obligation to loan funds to the company. To proceed with our operations for 12 months, we need a minimum of $25,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, all funds raised will be applied to the items set forth in the Use of Proceeds section of this Prospectus. In the long term we may need additional financing. We do not currently have any arrangements for obtaining such additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

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Going Concern Consideration

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt for the company to continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company. The company anticipates to incur approximately $15,500 in legal and registration cost over the next 12 months.

Limited operating history and need for additional capital

We have no historical financial information upon which to base an evaluation of our performance. We are in start-up stages of operation and had limited revenue generated as of the date of this Prospectus. 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.

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 has been 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 March 31, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three months ended March 31, 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 Proceeding

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. Default Upon Senior Securities

No report required.

Item 4. Mine Safety Disclosures

No report required.

Item 5. Other Information

No report required.

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Item 6. Exhibits

Exhibit Number		Description of Exhibit

31.1		Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley act of 2002

31.2		Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350 as Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 of the Sarbanes-Oxley Act

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 Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained 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 the City of Whitby Ontario Canada on April 30, 2024.

	TANICO INC.

	By:	/s/ Anton Mikhalev
	Name:	Anton Mikhalev
	Title:	President, Secretary and Director
		(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/ Anton Mikhalev
Anton Mikhalev	President, Secretary and Director (Principal Executive, Financial and Accounting Officer)	April 30, 2024

TANICO Inc. 10-Q