This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.





Business Overview

CocoLuv Inc. ("CocoLuv Inc." or the "Company") was incorporated in the State of Nevada. We are an early-stage company that plans to commence operations as an online retailer offering was incorporated in the State of Nevada as a for-profit Company on September 13, 2017 and established a fiscal year end of May 31. The Company intends to manufacture market and sell a product line of 5 hair care products derived from Virgin Coconut Oil. The initial 5 products will be 3 for women and 2 for men.

CocoLuv Inc. is an emerging growth stage company which intends to manufacture market and sell a proposed product line of 5 hair care products derived from Virgin Coconut Oil. We currently have no product to sell, but we intend to create a haircare line of that will initially consist of 5 products; 3 for women and 2 for men. Our proposed products will be of superior quality in that they will have a base of Virgin Coconut Oil. CocoLuv Inc. CocoLuv Inc. anticipates that it will derive its income from the sale of its intended products as follows: Hair Shine (for women), Curl Balm (for women), Hair Treatment (for women), Hair Pomade (for men's hair, beards, moustaches) and Hair Cream (for men). We do not anticipate revenues until such time as we enter into retail operations. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully bring retail online sales to fruition.

We have not earned any revenues to date. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Results of Operations Three and Six-month periods

or the three-month periods ended November 30, 2021 and November 30, 2020, we had no revenue. Expenses for the three-month period ended November 30, 2021 totaled $24,692 resulting in a net loss of $24,962, compared to expenses for the three-month period ended November 30, 2020, totaled $9,001 resulting in a net loss of $9,001. The net loss for the three-month period ended November 30, 2021 is a result of office and general expense of $24,962 comprised primarily of professional fees of $23,500; filing fees of $655; telephone expenses of $28; rent expenses of $179; transfer agent expenses of $297; and bank service charges of $33. Compared to expenses for the three-months ended November 30, 2020 is a result of office and general expenses of $9,001 comprised primarily of professional fees of $6,000; filing fees of $1,833; telephone expenses of $27; rent expense of $312; transfer expenses of $796; and bank service charges of $33. The increase in expenses for the three-month period ended November 30, 2021 compared to November 30, 2020 is primarily due to an increase in professional fees of $20,000 relating to the Depository Trust Company application fee.

For the six-month periods ended November 30, 2021 and November 30, 2020, we had no revenue. Expenses for the six-month period ended November 30, 2021 totaled $32,916 resulting in a net loss of $32,916, compared to expenses for the six-month period ended November 30, 2020, totaled $15,763 resulting in a net loss of $15,763. The net loss for the six-month period ended November 30, 2021 is a result of office and general expense of $32,916 comprised primarily of professional fees of $30,145; filing fees of $1,228; telephone expenses of $55; rent expenses of $665; transfer agent expenses of $757; and bank service charges of $66. Compared to expenses for the six-months ended November 30, 2020 is a result of office and general expenses of $15,763 comprised primarily of professional fees of $12,000; filing fees of $2,333; telephone expenses of $55; rent expense of $513; transfer agent expenses of $796; and bank service charges of $66. The increase in expenses for the six-month period ended November 30, 2021 compared to November 30, 2020 is primarily due to an increase in professional fees of $20,000 relating to the Depository Trust Company application fee.






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Capital Resources and Liquidity

There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others by way of private placements. Since inception, we have raised $18,900 through the sale of Company's common stock. We must raise additional cash to implement our strategy and stay in business.

As of November 30, 2021, we had $134 of cash compared to $352 of cash as of May 31, 2021. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date, the Company has incurred operating losses since inception of $117,058. As at November 30, 2021, the Company has working capital deficit of $98,168.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company's common stock would lose all of their investment.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

Critical Accounting Policies and Estimates

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.





Risks

As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

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