UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~May 2831, 2017

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 333-201607

GAIN CITIES LIMITED

(Exact name of registrant as specified in its charter)

Nevada		47-2548484
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5575 La Jolla Boulevard

La Jolla, CA

(Address of principal executive offices)

(203) 648-6478

(Registrant'’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, ~~and~~an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "“large accelerated filer,"” "“accelerated filer",” and "“smaller reporting company",” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extending transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes o No x

The number of shares of the registrant’s common stock outstanding as of April 30, 2017 was 8,000,000 (80,000 post reverse stock split).

GAIN CITIES LIMITED

FORM 10-Q

Quarterly Period Ended ~~February~~May 2831, 2017

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (unaudited)	3	3
	Balance Sheets of Gain Cities Limited at February 28, 2017 (unaudited) and November 30, 2016 (audited)	3
	Balance Sheets of Gain Cities Limited at May 31, 2017 (unaudited) and November 30, 2016 (audited)		3
	Statements of Operations by Gain Cities Limited for the three months ended February 28, 2017 and February 29, 2016 (unaudited)	4
	Statements of Operations by Gain Cities Limited for the three months and six months ended May 31, 2017 and May 31, 2016 (unaudited)		4
	Statement of Cash Flows of Gain Cities Limited for the three months ended February 28, 2017 and February 29, 2016 (unaudited)	5
	Statement of Cash Flows of Gain Cities Limited for the six months ended May 31, 2017 and May 31, 2016 (unaudited)		5
	Notes to the Financial Statements (unaudited)	6	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15	14
Item 4.	Controls and Procedures	15	14
PART II. OTHER INFORMATION			16
Item 1.	Legal Proceedings	17	16
Item 1A.	Risk Factors	17	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	16
Item 3.	Defaults Upon Senior Securities	17	16
Item 4.	Mine Safety Disclosures	17	16
Item 5.	Other Information	17	16
Item 6.	Exhibits	18	17
SIGNATURES		19	18

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PART I. FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

GAIN CITIES LIMITED

(FKA REMOVE-BY-YOU, INC.)

BALANCE SHEETS

	February 28, 2017			November 30, 2016
	May 31, 2017			November 30, 2016
ASSETS	(unaudited)			(audited)
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS:
Cash	$	80-		$	110
Prepaid expenses		75,~~500~~000			10,000
Total Current Assets		75,~~580~~000			10,110
Deferred offering costs		-			-
TOTAL ASSETS	$	75,~~580~~000		$	10,110
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	1227,~~733~~919		$	15,663
Loans – related party		10,708			-
Loan – related party		25,024			-
Loans – nonrelated party		-			-
TOTAL LIABILITIES		52,943			15,663
TOTAL LIABILITIES		23,441			15,663
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized; 80,000 shares issued and outstanding at February 28, 2017 and November 30, 2016, respectively		80			80
Common stock, $0.001 par value; 100,000,000 shares authorized; 80,000 shares issued and outstanding at May 31, 2017 and November 30, 2016		80			80
Additional paid in capital		24,843			24,843
Accumulated deficit		(4072,~~784~~866	)		(30,476	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(1547,~~861~~943	)		(5,553	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	75,~~580~~000		$	10,110

On February 27, 2017, the Company’s board of directors approved a reverse stock split at a rate of one share for ~~every one hundred shares. All share and per share amounts have been adjusted for all periods presented.~~

every one hundred shares. All share and per share amounts have been adjusted for all periods presented.

See notes to the financial statements.

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GAIN CITIES LIMITED

(FKA REMOVE-BY-YOU, INC.)

STATEMENTS OF OPERATIONS

	For the three months ended February 28, 2017			For the three months ended February 29, 2016
	For the six months ended May 31, 2017			For the six months ended May 31, 2016
	(unaudited)			(unaudited)
Product revenue	$	-		$	-
Expenses:
Consulting services and other		16,~~975~~500			4556,~~750~~550
Accounting, audit and public company fees		835,~~303~~500			712,~~455~~805
Administration expense		30390			25,~~149~~728
Amortization expense		-			-
Loss before provision for income tax		42,390			75,083
Organizational expenses		-			-
Loss before provision for income tax		10,308			55,354
Provision for income tax		-			-
Net loss	$	(1042,~~308~~390	)	$	(5575,~~354~~083	)
Basic and diluted loss per share	$	(0.1353	)	$	(0.6994	)
Weighted average common shares outstanding - basic and diluted		80,000			80,000

On February 27, 2017, the Company’s board of directors approved a reverse stock split at a rate of one share for every one hundred shares. All share and per share amounts have been adjusted for all periods presented.

	For the three months ended May 31, 2017			For the three months ended May 31, 2016
	(unaudited)			(unaudited)

Product revenue	$	-		$	-

Expenses:
Consulting services and other		4,525			10,800
Accounting, audit and public company fees		27,197			5,350
Administration expense		360			3,579
Loss before provision for income tax		32,082			19,729

Provision for income tax		-			-
Net loss	$	(32,082	)	$	(19,729	)

Basic and diluted loss per share	$	(0.40	)	$	(0.25	)

Weighted average common shares outstanding - basic and diluted		80,000			80,000

On February 27, 2017, the Company’s board of directors approved a reverse stock split at a rate of one share for

every one hundred shares. All share and per share amounts have been adjusted for all periods presented.

See notes to the financial statements.

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GAIN CITIES LIMITED

(FKA REMOVE-BY-YOU, INC.)

STATEMENTS OF CASH FLOWS

	For the three months ended February 28, 2017			For the three months ended February 29, 2016
	For the six months ended May 31, 2017			For the six months ended May 31, 2016
	(unaudited)			(unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(1042,~~308~~390	)	$	(5575,~~354~~083	)
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in prepaid expense		25,~~500~~000			25,~~673~~148
Change in accounts payable		(212,~~930~~256	)		42,~~750~~800
Net Cash (Used in) Operating Activities		(1025,~~738~~134	)		(927,~~931~~135	)
CASH FLOW FROM INVESTING ACTIVITIES		-			-
CASH FLOW FROM FINANCING ACTIVITIES:
Loan proceeds from related party		1025,~~708~~024			-1,401
Loan repayments to nonrelated party		-			(500	)
Loan proceeds from nonrelated parties		-			926,~~982~~155
Net Cash Provided by Financing Activities		1025,~~708~~024			927,~~482~~056
CHANGE IN CASH		(30110	)		(~~449~~79	)
CASH AT BEGINNING OF PERIOD		110			654
CASH AT END OF PERIOD	$	80-		$	~~205~~575
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

every one hundred shares. All share and per share amounts have been adjusted for all periods presented.

See notes to the financial statements.

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GAIN CITIES LIMITED

(FKA REMOVE-BY-YOU, INC.)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

~~FEBRUARY~~MAY 2831, 2017

NOTE 1 – ORGANIZATION

Gain Cities Limited (formerly known as Remove-By-You, Inc.) (the “Company”) was incorporated under the laws of the ~~State~~state of Nevada on November 25, 2014. The Company issued 30,000 shares of common stock to its founder at inception in exchange for organizational costs ~~which consisted of services~~. Following its formation, the Company issued 10,000 shares of common stock to ~~our~~its founder, as consideration for the purchase of acertain ~~business~~intangible ~~plan~~assets ~~along with several product formulas and an assorted selection of micro-needle devices~~ for use in a proprietary tattoo removal business. Our founder paid approximately $1,000 for ~~this~~these ~~developed product formula, along with the micro-needle devices with which he personally developed a unique program and results~~assets. The acquisition was valued at $1,000.

The Company’s product formulas and tattoo removal service ~~will~~uses ~~use~~a proprietary technology that ~~will~~enables ~~enable~~ the user to safely remove his or her tattoo with minimal effort and discomfort. The Company’s product formula along with the micro-needle device program ~~will~~we believe safely ~~remove~~removes the ink and design and ~~allow~~allows the body to heal naturally without scarring.

On October 13, 2016, the Company experienced a change in control (~~“Change~~the in “Control Change”). With the ~~Change in~~ Control Change certain liabilities of the Company were forgiven and/or paid for on our behalf ~~of the Company~~ by our founder~~, former president and chief executive officer~~. Total liabilities at the time approximated $165,000 which included legal fees owed to our former legal counsel. The board of directors nominated Mr. James Oliver to the board ~~of directors~~ on October 13, 2016.

On October 18, 2016, the Company, reported on a Form 8-K that it had filed an Articles of Merger with the Nevada Secretary of State, whereby it entered into a statutory merger with its wholly-owned subsidiary, ~~with~~ the effect being ~~that~~ the Company changed its name to from “Remove-By-You, Inc.” to “Gain Cities Limited” (the “Name Change”).

The Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the Name Change be effected in the market. The Company’s ticker symbol changed to “GCTY” to reflect the Name Change.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company elected a November 30^th, year-end.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at ~~February~~May 2831, 2017 the results of its operations and cash flows for the ~~three~~six months ended ~~February~~May 2831, 2017. The results of operations for the ~~three~~six months ended ~~February~~May 2831, 2017, are not necessarily indicative of the results to be expected for future quarters or ~~the~~even a full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended November 30, 2016.

b. Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all liquid instruments with maturity of ~~three~~six months or less at the time of issuance to be cash equivalents.

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c. Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

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d. Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

e. Earnings (Loss) per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

f. Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal or state income ~~tax~~taxes.

g. Revenue Recognition

We will recognize revenues in accordance with ASC 605, Revenue Recognition, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. We will recognize revenue when: (i) persuasive evidence of an arrangement exists; (ii) shipment of products has occurred or services have been rendered; (iii) the sales price charged is fixed or determinable; and (iv) collection is reasonably assured. Our shipment terms will generally be FOB shipping point as outlined in our invoices or sales order.

h. Advertising

Advertising is expensed in the period in which it is incurred. ~~There~~No advertising expense has been noreported ~~advertising expense~~ in the ~~reporting~~ periods presented.

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i. Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. ~~For the period November 25, 2014 (inception) through November 30, 2014 we recognized $1,000 in amortization expense.~~

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j. Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 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. The standard describes three levels of inputs that may be used to measure fair value:

·● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ·● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ·● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk and are carried at amortized costs which approximates the fair value.

k. Recently Issued Accounting Pronouncements

InThe ~~March~~Company ~~2016,~~implemented ~~the~~all ~~FASB~~new ~~issued~~accounting ~~ASU~~pronouncements ~~2016-09,~~that ~~“Compensation~~are -in ~~Stock~~effect ~~Compensation~~and ~~(Topic~~that ~~718):~~may ~~Improvements~~impact toits ~~Employee~~financial ~~Share-Based Payment Accounting”~~statements. The ~~amendments~~Company ~~are~~does ~~effective~~not ~~for~~believe ~~public~~that ~~companies~~there ~~for~~are ~~annual~~any ~~periods~~other ~~beginning~~new ~~after December 15, 2016, and interim periods within those annual periods. Several aspects of the~~ accounting ~~for~~pronouncements ~~share-based~~that ~~payment~~have ~~award~~been ~~transactions~~issued ~~are~~that ~~simplified,~~might ~~including:~~have (a) ~~income~~material ~~tax~~impact ~~consequences;~~on ~~(b)~~its ~~classification~~financial ofposition ~~awards as either equity~~ or ~~liabilities;~~results ~~and (c) classification on the statement~~ of ~~cash flows~~operations. ~~The Company is currently in the process of evaluating the impact of the adoption on its financial statements.~~

~~In February 2016, the FASB issued ASU~~ No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new ~~qualitative~~accounting ~~and~~standards ~~quantitative~~have ~~disclosures~~been toadopted ~~help~~since ~~investors and other financial statement users better understand~~ the ~~amount,~~Company’s ~~timing,~~Annual ~~and~~Report ~~uncertainty~~on ofForm ~~cash flows arising from leases. ASU 2016~~10-02K ~~is effective~~ for the fiscal ~~years~~year ~~beginning~~ended ~~after~~November ~~December 15~~30, ~~2018,~~2016 ~~with~~was ~~early adoption permitted~~filed. ~~The Company is currently evaluating the impact of adopting this guidance.~~

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In January 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement –Period Adjustments”. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. The Company is currently evaluating the impact of adopting this guidance.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” An entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The standard is effective for annual reporting periods beginning after December 15, 2016 and related interim periods. Early adoption is permitted. The Company does not believe this standard will have a material effect on its financial position, results of operations, or cash flows.

There have been three new ASUs issued amending certain aspects of ASU 2014-09. ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross Versus Net),” was issued in March, 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU 2016-10 “Identifying Performance Obligations and Licensing” issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. Finally, ASU 2016-12, “Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients” provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the impact of the various guidance.

The Company 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.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $1547,~~861~~943 and an accumulated deficit of $4072,~~784~~866 at ~~February~~May 2831, 2017. AsFor ofthe ~~February~~period 28ending May 31, 2017, the Company had not generated revenues and had no committed sources of capital or financing.

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Management anticipates the Company will attain profitable status and improve liquidity through continued business development and additional debt or equity investment in the Company. Management is pursuing sources of financing. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the financial statements. The financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SHARE CAPITAL

The Company is authorized to issue 100,000,000 shares of common stock ($0.001 par value) and 1,000,000 shares of preferred stock ($0.001 par value). ~~The~~On ~~Company on~~ February 27, 2017 the shareholders of the Company approved a reverse stock split in the amount of one (1) share for every one hundred (100) shares issued and outstanding. The ~~board~~reverse ofstock ~~director’s~~split ~~resolution~~ was approved and filed with the Secretary of State offor Nevada, with an effective date of March 14, 2017. ~~For~~We ~~purposes of these financial statements we have~~ reflected the reverse stock split as if it ~~had~~has been in existence ~~since~~the ~~Inception~~entire time.

~~The~~8 ~~Company~~Table ~~upon inception issued 30,000 shares~~ of its common stock to its incorporator (our former chief executive officer and president), for organizational services. These services were valued at $3,000. Following its formation, the Company issued 10,000 shares of common stock to its incorporator, as consideration for the purchase of a comprehensive business plan along with detailed product formula and commercially available micro-needle devices to be used with that product formula. Our incorporator, incurred approximately $1,000 in costs and or payments to develop and refine the tattoo removal process utilizing the product formula and micro-needle devices. The acquisition of the business plan, devices and product formula was valued at $1,000.Contents

~~The~~Upon ~~Company~~inception onthe ~~June~~Company 24issued 30,000 ~~2015~~shares ~~completed~~of its ~~offering~~common ~~pursuant~~stock to aits ~~registration~~founder ~~statement~~for ~~filed~~organizational onservices. ~~Form~~These ~~S-1~~services were valued at $3,000. ~~The~~Following formation, the Company issued 4010,000 shares of ~~its~~ common stock to 26its ~~investors.~~founder ~~The~~as ~~investors~~consideration ~~paid~~for ~~$1.00~~the ~~per~~purchase ~~share~~of ~~for~~certain aintangible ~~total~~assets. ~~investment~~Our offounder incurred approximately $401,000 ~~(taking~~in ~~into~~costs ~~account~~and or payments to develop and refine the ~~reverse~~tattoo ~~stock~~removal ~~split~~process ~~approved~~utilizing onthe ~~February~~product ~~27,~~formula ~~2017)~~and micro-needle devices. The acquisition of the intangible assets was valued at $1,000.

~~The~~On ~~Change~~June in24, ~~Control~~2015 ~~(see~~the ~~Note~~Company 1completed –its ~~Organization)~~offering ~~and~~pursuant ~~our~~to ~~founder,~~ a ~~former~~registration ~~officer~~statement ~~and~~filed ~~director~~on ~~settling~~Form ~~certain~~S-1. ~~outstanding~~The ~~debts of the~~ Company ~~and~~issued ~~the~~40,000 ~~resulting~~shares ~~forgiveness~~ of ~~that~~its ~~debt;~~common ~~the~~stock ~~Company~~to ~~recognized~~26 ainvestors. ~~one-time~~The ~~increase~~investors ~~to its additional~~ paid ~~in capital of~~ $~~4,500~~1.00 ~~This~~per ~~occurred~~share onfor ora ~~about~~total ~~October~~investment ~~13,~~of ~~2016~~$40,000.

AtIn ~~February~~connection ~~28,~~with ~~2017~~the Control Change (see Note 1 – Organization), ~~there~~our ~~were~~founder 80settled certain outstanding debts of the Company. This resulted in debt forgiveness recognized as a one-time increase to additional paid in capital of $4,~~000~~500. ~~shares~~As part of ~~common~~the reverse stock ~~issued~~split ~~and~~the Company adjusted additional paid in capital by the change in number of shares outstanding multiplied by par value. ~~There~~The ~~are~~Company norecognized ~~shares~~an increase of ~~preferred~~$7,920 ~~stock~~in ~~issued~~additional orpaid ~~outstanding~~in capital.

At May 31, 2017, there were 80,000 shares of common stock issued and outstanding. There are no shares of preferred stock issued or outstanding.

NOTE 5 – LOAN - RELATED PARTY

For the ~~three~~six months ending ~~February~~May 2831, 2017 the Company received $1025,~~708~~024 in loan proceeds from Mr. James Oliver an officer and director of the Company. The related party loan with Mr. Oliver was entered into in order to pay for certain working capital expenses. This loan is unsecured and carried no interest rate or repayment terms at this time.

NOTE 6 – LOAN - NONRELATED PARTY

The Company with its ~~change~~Control inChange ~~control transaction (see Note 1 – Organization)~~ our founder negotiated and guaranteed the forgiveness of certain debts ~~of the Company~~. This ~~transaction~~ occurred on or about October 13, 2016. As of ~~February~~May 2831, 2017 we dodid not have any nonrelated party loans to(see ~~nonrelated~~Note ~~parties.~~8 – Subsequent Events).

NOTE 7 – INCOME TAXES

As of ~~February~~May 2831, 2017 and November 30, 2016, the Company had net operating loss carry forward of $4072,~~784~~866 and $30,476, respectively. This amount may be available to reduce future years’ taxable income.

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	As of May 31, 2017			As of November 30, 2016
	(unaudited)			(audited)

Deferred tax asset:
Net operating tax carry-forward	$	25,503		$	10,667
Other		-			-
Gross deferred tax asset		25,503			10,667
Valuation allowance		(25,503	)		(10,667	)

Net deferred tax asset	$	-		$	-

	As of February 28, 2017			As of February 29, 2016
Deferred tax asset:
Net operating tax carry-forward	$	14,274		$	46,011
Other		-			-
Gross deferred tax asset		14,274			46,011
Valuation allowance		(14,274	)		(46,011	)
Net deferred tax asset				$	-

Table of Contents

Realization of deferred tax asset is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forward is expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

Reconciliation between statutory rate and the effective tax rate for the ~~period~~periods ended ~~February~~May 2831, 2017 and November 30, 2016:

Federal statutory rate	(35.0	)%
State taxes, net of federal benefit	(0.00	)%
Change in valuation allowance	35.0	%
Effective tax rate	0.0	%

NOTE 8 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of ~~February~~May 2831, 2017 through the date these financial statements were issued.

OnDuring ~~February~~the ~~27,~~month of June 2017, the Company’s ~~board~~received of$20,000 ~~directors~~from ~~approved~~a ~~and~~nonrelated onparty. ~~March~~This 7,loan ~~2017~~is for payment of working capital expenses incurred by the Company. ~~filed~~The anCompany ~~amendment~~may borrow up to ~~its~~$45,000. ~~Articles~~The ofnonrelated ~~Incorporation~~party toloan ~~effect~~is adue ~~reverse~~and ~~stock~~payable ~~split~~on ofor ~~its~~before ~~common~~January ~~stock~~1, 2019. The ~~reverse~~Company ~~stock~~at ~~split~~its ~~exchanged~~discretion ~~one~~may ~~(1)~~repay ~~share~~the ~~for~~nonrelated ~~every~~party ~~one~~loan ~~hundred~~in ~~(100)~~whole ~~shares~~or ~~issued~~part ~~and~~through ~~outstanding~~the atissuance of shares of the ~~time~~Company’s common stock. ~~All~~The ~~share~~nonrelated ~~and~~party ~~per~~agrees ~~share~~to ~~amounts~~accept ~~have~~the ~~been~~Company’s ~~adjusted~~stock toat ~~reflect~~the ~~this~~price ~~reverse~~of ~~split~~$1.00 per share.

AsOn ~~part~~June of26, ~~the~~2017 ~~reverse stock~~ the Company ~~adjusted~~received ~~additional~~notice ~~paid~~from inFINRA ~~capital~~that byits ~~the~~reverse ~~change~~stock split in ~~number~~the amount of ~~shares~~one ~~multiplied~~(1) byshare ~~its~~for ~~par~~every ~~value.~~one ~~The~~hundred ~~Company~~(100) ~~recognized~~shares anissued ~~increase~~and ofoutstanding ~~$7,920~~has inbeen ~~additional~~approved ~~paid~~and inthe ~~capital~~Company’s ~~and~~trading ~~reflected~~ticker ~~that~~will be appended with a D for ~~all~~twenty ~~periods~~(20) ~~presented.~~business days.

~~During~~10 ~~the~~Table ~~month~~ of ~~March 2017, the Company received an additional $7,000 in related party loans for payment of working capital purposes.~~ Contents

~~During~~ITEM ~~the~~2. ~~month~~MANAGEMENT’S ofDISCUSSION ~~June~~AND ~~2017,~~ANALYSIS ~~the~~AND ~~Company~~RESULTS ~~received~~OF ~~an additional $20,000 in related party loans for payment of working capital purposes.~~OPERATIONS

11The ~~Table~~following discussion and analysis should be read in conjunction with our financial statements and related notes thereto included elsewhere in this quarterly report. Portions of ~~Contents~~this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this quarterly report should be read as applying to all related forward-looking statements wherever they appear in this quarterly report. From time to time, we may publish forward-looking statements relative to such matters as anticipated financial performance, business prospects, technological developments and similar matters. All statements other than statements of historical fact included in this section or elsewhere in this report are, or may be deemed to be, forward-looking statements.

~~ITEM~~The 2following discussion and analysis of our plan of operations should be read in conjunction with our financial statements and related notes appearing in our filings with the Securities and Exchange Commission. ~~MANAGEMENT'S~~This ~~DISCUSSION~~discussion ~~AND~~and ~~ANALYSIS~~analysis ~~AND~~contain ~~RESULTS~~forward-looking OFstatements ~~OPERATIONS~~that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under the heading of “Risk Factors” and elsewhere in this prospectus.

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto ~~included elsewhere in this quarterly report. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk~~ and ~~uncertainties,~~other such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this quarterly report should be read as applying to all related forward-looking statements wherever they appear in this quarterly report. From time to time, we may publish forward-looking statements relative to such matters as anticipated financial ~~performance,~~information ~~business~~contained prospects, technological developments and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. All statements other than statements of historical fact included in this section or elsewhere in this ~~report~~Form ~~are, or may be deemed to be, forward~~10-~~looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934~~Q.

The ~~following~~ discussion and analysis of ~~our~~the ~~plan~~Company’s offinancial ~~operations~~condition ~~should~~and beresults ~~read~~of inoperations ~~conjunction~~is ~~with~~based ~~our~~upon its financial statements, ~~and~~which ~~related~~have ~~notes~~been ~~appearing~~prepared in ~~our~~accordance ~~filings~~ with ~~the~~generally ~~Securities~~accepted ~~and~~accounting ~~Exchange~~principles ~~Commission.~~generally ~~This~~accepted ~~discussion~~in ~~and~~the ~~analysis~~United ~~contain~~States ~~forward-looking~~(or ~~statements~~“GAAP”). ~~that~~The ~~involve~~preparation ~~risks,~~of ~~uncertainties~~those ~~and~~financial ~~assumptions.~~statements ~~Actual~~requires ~~results~~us ~~may~~to ~~differ~~make ~~materially~~estimates ~~from~~and ~~those~~judgments ~~anticipated~~that inaffect ~~these~~the ~~forward-looking~~reported ~~statements~~amount asof aassets ~~result~~and ofliabilities ~~certain~~at ~~factors,~~the ~~including,~~date ~~but~~of ~~not~~its ~~limited~~financial ~~to,~~statements. ~~those~~Actual ~~presented~~results ~~under~~may ~~the~~differ ~~heading~~from ofthese ~~“Risk~~estimates ~~Factors”~~under ~~and~~different ~~elsewhere~~assumptions inor ~~this prospectus~~conditions.

~~The~~Our ~~following~~Ability ~~discussion~~To ~~and~~Continue ~~analysis~~as ~~should~~a beGoing ~~read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-Q.~~Concern

~~The~~Our ~~discussion and analysis of the Company’s~~ financial ~~condition~~statements ~~and~~as ~~results~~ of ~~operations~~May ~~is based upon its financial statements~~31, ~~which~~2017 have been prepared inunder ~~accordance~~the ~~with~~assumption ~~generally~~that ~~accepted~~we ~~accounting~~will ~~principles~~continue ~~generally~~as ~~accepted~~a ingoing ~~the United States (or "GAAP")~~concern. ~~The~~If ~~preparation~~we ofare ~~those~~not ~~financial~~able ~~statements requires us~~ to ~~make~~continue ~~estimates~~as ~~and~~a ~~judgments~~going ~~that~~concern, ~~affect~~it ~~the~~is ~~reported~~likely ~~amount~~that holders of ~~assets~~our ~~and~~common ~~liabilities~~stock atwill ~~the~~lose ~~date~~all of ~~its~~their investment. Our financial statements. ~~Actual~~do ~~results~~not ~~may~~include ~~differ~~any ~~from~~adjustments ~~these~~that ~~estimates~~might ~~under~~result ~~different~~from ~~assumptions~~the oroutcome ~~conditions~~of this uncertainty.

We are a development stage company and have extremely limited financial resources. We have not established a source of equity or debt financing. Our ~~Ability~~independent Toregistered ~~Continue~~public asaccounting firm included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a ~~Going~~going ~~Concern~~concern.

~~Our~~11 ~~financial~~Table ~~statements as~~ of February 28, 2017 have been prepared under the assumption that we will continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.Contents

~~The~~Management ~~Private~~anticipates ~~Securities~~the ~~Litigation~~Company ~~Reform~~will ~~Act~~attain ofprofitable ~~1995~~status ~~provides~~and aimprove ~~safe~~liquidity ~~harbor~~through ~~for~~continued ~~forward-looking~~business ~~statements.~~development Inand ~~order~~additional todebt ~~comply~~or ~~with~~equity ~~the~~investment ~~terms~~in of the ~~safe harbor, the~~ Company. ~~notes~~Management ~~that~~is inpursuing ~~addition~~sources ~~to the description~~ of ~~historical~~financing. ~~facts~~The ~~contained~~Company’s ~~herein,~~continued ~~this~~existence ~~report~~is ~~contains~~dependent ~~certain~~upon ~~forward-looking~~its ~~statements~~ability ~~that~~to ~~involve~~continue ~~risks~~to ~~and~~execute ~~uncertainties~~its asoperating ~~detailed~~plan ~~herein~~ and ~~from time~~ to ~~time~~obtain inadditional ~~the~~debt ~~Company’s~~or ~~other~~equity ~~filings~~financing. ~~with~~There ~~the~~can ~~Securities~~be ~~and~~no ~~Exchange~~assurance ~~Commission~~that ~~and~~the ~~elsewhere.~~necessary ~~Such~~debt ~~statements~~or ~~are~~equity ~~based~~financing onwill ~~management’s~~be ~~current~~available, ~~expectations~~or ~~and~~will ~~are~~be ~~subject~~available toon aterms ~~number~~acceptable ofto ~~factors~~the ~~and uncertainties~~Company, in which ~~could~~case ~~cause~~the ~~actual~~Company ~~results~~may tobe ~~differ~~unable ~~materially~~to ~~from~~meet ~~those,~~its ~~described~~obligations. inShould the ~~forward-looking~~Company ~~statements.~~be ~~These~~unable ~~factors~~to ~~include,~~realize ~~among~~its ~~others:~~assets ~~(a)~~and ~~the~~discharge ~~Company’s~~its ~~fluctuations~~liabilities in ~~sales~~the ~~and~~normal ~~operating~~course ~~results;~~of ~~(b)~~business, ~~risks~~the ~~associated~~net ~~with~~realizable ~~international~~value ~~operations;~~of ~~(c)~~its ~~regulatory,~~assets ~~competitive~~may ~~and~~be ~~contractual~~materially ~~risks;~~less ~~(d)~~than ~~development~~the ~~risks;~~amounts ~~(e)~~recorded in the ~~ability~~financial tostatements. ~~achieve~~The ~~strategic~~financial ~~initiatives,~~statements ~~including~~do ~~but~~ not ~~limited~~include toany ~~the~~adjustments ~~ability~~relating to ~~achieve sales growth across~~ the ~~business~~recoverability ~~segments~~of ~~through~~recorded aassets ~~combination~~amount ofthat ~~enhanced~~might ~~sales~~be ~~force,~~necessary ~~new~~should ~~products,~~the ~~and~~Company ~~customer~~be ~~service;~~unable ~~and~~to ~~(f)~~continue ~~pending~~in ~~litigation~~existence.

WeFinancial ~~are~~Condition ~~a development stage company~~ and ~~have~~Results ~~extremely limited financial resources. We have not established a source~~ of ~~equity or debt financing. Our independent registered public accounting firm included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern.~~ Operation

12Results ~~Table~~ of ~~Contents~~Operations for the Sixth Month Period ended May 31, 2017 and May 31, 2016.

We will seek to obtain the necessary financing by contacting potential funding sources known to the professional and business contacts of our president. There are no assurances that we will obtain sufficient financing or resources to enter into agreements with product manufacturers, developers or sales/marketing firms. We do not have any cash or other resources to commence the use of outside consultants. Failure to obtain financing would impair our ability to implement our plans and likely result in the Company ceasing operations. Expenses

~~Financial~~Expenses ~~Condition~~for the six months ended May 31, 2017 were $42,390. We incurred $6,500 for product development costs, which includes consultants and ~~Results~~travel expenses on behalf of ~~Operation~~the Company, $35,500 for audit/review services and other expenses associated with our being a publicly reporting registrant with the SEC, and $390 for general and administrative costs. Expenses for the six months ended May 31, 2016 were $75,083. We incurred $56,550 for product development costs, which includes both consultants and travel expense on behalf of the Company, $12,805 for audit/review services and other expenses associated with being a publicly reporting registrant with the SEC, and $5,728 for general and administrative costs. The Company will continue to incur ever increasing product development costs into the foreseeable future. The Company intends to actively manage its product development, outside consultants and other expenses to coincide with its business plan execution and product development. The Company began operations in November 2014.

~~Results~~Gain of(Loss) ~~Operations~~before provision for ~~the~~income ~~Three Month Period ended February 28, 2017 and February 29, 2016~~taxes

~~Expenses~~Loss before provision for incomes taxes for the six months ended May 31, 2017 was $42,390. We recorded no provision for federal or state income taxes in the six months. Loss before provision for incomes taxes for the six months ended May 31, 2016 was $75,083. We recorded no provision for federal or state income taxes. We have not generated any revenues from our intended products or services.

~~Expenses~~Basic ~~for the three months ended February 28, 2017 were $10,308. We incurred approximately $1,975 for product development costs, which includes both consultants~~ and ~~travel~~diluted ~~expense~~loss onper behalf of the Company, $8,303 for audit/review services and other expenses associated with our being a publicly reporting registrant with the SEC, and $30 for general and administrative costs. Expenses for the three months ended February 29, 2016 were $55,354. We incurred approximately $45,750 for product development costs, which includes both consultants and travel expense on behalf of the Company, $7,455 for audit/review services and other expenses associated with being a publicly reporting registrant with the SEC, and $2,149 for general and administrative costs. The Company will continue to incur ever increasing product development costs into the foreseeable future. The Company intends to actively manage its product development, outside consultants and other expenses to coincide with its business plan execution and product development. The Company began operations in November 2014share

~~Gain~~Basic and diluted gain (~~Loss~~loss) ~~before~~per ~~provision~~share for ~~income~~the ~~taxes~~six months ended May 31, 2017 was $0.53 per share. Basic and diluted number of shares outstanding was 80,000 shares of our common stock. Basic and diluted loss per share for the six months ended May 31, 2016 was $0.94 per share. Basic and diluted number of shares outstanding was 80,000 shares of our common stock.

~~Loss~~Results ~~before~~of ~~provision~~Operations for ~~incomes~~Three ~~taxes~~Month ~~for~~Period ~~the three months~~ ended ~~February~~May 2831, 2017 ~~was~~and ~~$10,308.~~May ~~We recorded no provision for federal or state income taxes in the three months. Loss before provision for incomes taxes for the three months ended February 29~~31, 2016 ~~was $55,354. We recorded no provision for federal or state income taxes. We have not generated any revenues from our intended products or services.~~

~~Basic and diluted loss per share~~Expenses

~~Basic~~Expenses ~~and diluted gain (loss) per share~~ for the three months ended ~~February~~May 2831, 2017 ~~was~~were ($032,082.~~13)~~ ~~per~~We ~~share.~~incurred ~~Basic~~$4,525 for product development costs, which includes both consultants and ~~diluted~~travel ~~number~~expense ofon ~~shares~~behalf ~~outstanding~~of ~~was~~the 80Company,~~000~~ ~~shares~~$27,197 offor audit/review services and other expenses associated with our ~~common~~being ~~stock.~~a ~~Basic~~publicly reporting registrant with the SEC, and ~~diluted~~$360 ~~loss~~for ~~per~~general ~~share~~and administrative costs. Expenses for the three months ended ~~February~~May 2931, 2016 ~~was~~were $(019,729.~~69)~~ ~~per~~We ~~share.~~incurred ~~Basic~~$10,800 for product development costs, which includes both consultants and ~~diluted~~travel ~~number~~expense on behalf of ~~shares~~the ~~outstanding~~Company, ~~was~~$5,350 80for audit/review services and other expenses associated with being a publicly reporting registrant with the SEC,~~000~~ ~~shares~~and of$3,579 ~~our~~for ~~common~~general ~~stock~~and administrative costs.

~~Liquidity~~Loss before provision for income taxes

WeLoss ~~have~~before ~~paid~~provision ~~all~~for ~~costs~~income ~~relating~~taxes tofor ~~our~~three ~~offering~~months asended ofMay ~~November 30~~31, ~~2016.~~2017 ~~Total~~was ~~offering costs were~~ $2332,~~577~~082. ~~Excess~~We ~~proceeds~~recorded ~~were~~no ~~used~~provision for ~~general~~federal ~~working~~or ~~capital~~state ~~purposes~~income taxes. ~~Amounts~~Loss ~~related~~before toprovision ~~non-offering~~for ~~costs~~income ~~will~~taxes ~~generally~~for ~~be paid when due and or otherwise accrued on~~ the ~~books~~three ~~and~~months ~~records~~ended orMay ~~until~~31, we2016 ~~are~~was ~~able~~$19,729. toWe ~~pay~~recorded ~~the~~no ~~amounts~~provision infor ~~full~~federal ~~either from revenues~~ or ~~from~~state ~~loans~~income ~~from related or nonrelated third parties~~taxes. ~~Obligations~~We ~~for~~have ~~expenses,~~not ~~when~~generated ~~recorded~~any asrevenues ~~liabilities for lengthy periods of time, could preclude us~~ from ~~assistance~~our ~~from~~intended ~~other~~products ~~sources,~~ or ~~at a minimum, make further financing difficult for the Company~~services.

~~Loan~~Basic ~~Related Party – For the three months ended February 28, 2017 the Company received $10,708 in loan proceeds from Mr. James Oliver, an officer~~ and ~~director~~diluted ofloss ~~the~~per ~~Company. The related party loan was entered into in order to pay for certain working capital expenses. The loan is unsecured and carries no interest rate or repayment terms at this time.~~ share

~~Loan~~Basic ~~Nonrelated~~and ~~Party~~diluted –loss Inper ~~connection~~share ~~with~~for the ~~Company’s~~three ~~change~~months inended ~~control~~May ~~transaction~~31, ~~(See~~2017 ~~Note~~was 1$0.40 –per ~~Organization~~share. inBasic ~~the~~and ~~accompanying~~diluted ~~financial~~number ~~statements)~~of ~~our~~shares ~~founder~~outstanding ~~negotiated~~was ~~and~~80,000 ~~guaranteed~~shares ~~the~~of ~~forgiveness~~our ofcommon ~~certain~~stock. ~~debts~~Basic ofand ~~the~~diluted ~~Company.~~loss ~~This~~per ~~transaction~~share ~~occurred~~the onthree ormonths ~~about~~ended ~~October~~May 1331, 2016 was $0.25 Asper ofshare. ~~February~~Basic ~~28,~~and ~~2017,~~diluted wenumber doof ~~not~~shares ~~have~~outstanding ~~any~~was ~~loans~~80,000 toshares ~~nonrelated~~of ~~parities.~~our common stock.

~~As of February 28, 2017, we owed approximately $~~12~~,733~~ inTable ~~accounts~~of ~~payable to various vendors.~~Contents

~~13 Table of Contents~~Liquidity

~~Off~~We have paid all costs relating to our offering as of November 30, 2016. Total offering costs were $23,577. Excess proceeds were used for general working capital purposes. Amounts related to non-~~Balance~~offering ~~Sheet~~costs ~~Arrangements~~will generally be paid when due and or otherwise accrued on the books and records or until we are able to pay the amounts in full either from revenues or from loans from related or nonrelated third parties. Obligations for expenses, when recorded as liabilities for lengthy periods of time, could preclude us from assistance from other sources, or at a minimum, make further financing difficult for the Company.

WeLoan ~~have~~Related noParty ~~off-balance~~– ~~sheet~~For ~~arrangements~~the six months ended May 31, as2017 ~~defined~~the Company received $25,024 in ~~Item~~loan ~~303(a)(4)(ii)~~proceeds offrom ~~Regulation~~Mr. ~~S-K~~James Oliver, ~~obligations~~an ~~under~~officer ~~any~~and ~~guarantee~~director ~~contracts~~of orthe ~~contingent obligations~~Company. WeThe ~~also~~related ~~have~~party noloan ~~other~~was ~~commitments,~~entered ~~other~~into ~~than~~in ~~the~~order ~~costs~~to ofpay ~~being~~for acertain ~~public~~working ~~company~~capital ~~that~~expenses. ~~will~~The ~~increase~~loan ~~our~~is ~~operating~~unsecured ~~costs~~and carries no interest rate or ~~cash~~repayment ~~requirements~~terms inat ~~the~~this ~~future~~time.

~~Material~~Loan ~~Events~~Nonrelated Party – In connection with the Company’s change in control transaction (See Note 1 – Organization in the accompanying financial statements) our founder negotiated and ~~Uncertainties~~guaranteed the forgiveness of certain debts of the Company. This transaction occurred on or about October 13, 2016. As of May 31, 2017, we do not have any loans to nonrelated parities.

~~Our~~As ~~operating results are difficult to forecast. Our prospects should be evaluated in light~~ of ~~the~~May ~~risks~~31, ~~expenses and difficulties commonly encountered by comparable early stage companies. The continuation of our business is dependent upon obtaining further financing~~2017, awe ~~successful~~owed ~~program~~approximately ~~of development~~$27,919 ~~marketing and distribution of product and services, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result~~ in aaccounts ~~significant~~payable ~~dilution~~to invarious ~~the equity interests of our current stockholders~~vendors. ~~Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.~~

~~There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long~~Off-~~term~~Balance ~~financial~~Sheet ~~requirements.~~Arrangements There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

~~Company~~We ~~History~~have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

~~The~~Material ~~Company~~Events was incorporated under the laws of the State of Nevada on November 25, 2014, at which time it acquired a certain all-natural product based skincare formula to be used with a regimen of procedures using home-care micro-needle devices to remove unwanted tattoos through a do-it-yourself program from Kyle Markward, our former president. Mr. Markward resigned from his positions as an officer and ~~director of the Company in connection with the change in control described below. Mr. Markward’s resignation was not due to any disagreements of any nature with the Company.~~ Uncertainties

~~The~~Our ~~Company~~operating ~~issued~~results ~~3,000,000~~are ~~(30,000~~difficult ~~post~~to ~~reverse~~forecast. Our ~~stock~~prospects ~~split~~should ~~effective~~be ~~February~~evaluated ~~27,~~in ~~2017,~~light ~~see~~of ~~Note~~the 1risks, toexpenses ~~the~~and ~~Company’s~~difficulties ~~financial~~commonly ~~statements)~~encountered ~~shares~~by ofcomparable ~~its~~early ~~common~~stage ~~stock~~companies. toThe ~~Mr.~~continuation ~~Markward~~of atour ~~inception~~business inis ~~exchange~~dependent ~~for~~upon ~~organizational~~obtaining ~~services~~further ~~incurred~~financing, ~~upon~~a ~~incorporation.~~successful ~~Following~~program ~~our~~of ~~formation~~development, wemarketing ~~issued~~and andistribution ~~additional~~of 1product and services,~~000~~ and,~~000~~ ~~(10~~finally,~~000~~ ~~post~~achieving ~~reverse~~a ~~stock~~profitable ~~split)~~level ~~shares~~ of ~~our~~operations. ~~common~~The ~~stock~~issuance toof ~~Mr.~~additional ~~Markward,~~equity insecurities ~~exchange~~by ~~for~~us acould ~~certain~~result ~~all-natural~~in ~~product~~a ~~based~~significant ~~formula~~dilution toin bethe ~~used~~equity ~~with~~interests ~~a regimen~~ of ~~home-care~~our ~~micro-needle~~current ~~devices~~stockholders. toObtaining ~~remove~~commercial ~~unwanted~~loans, ~~tattoos~~assuming ~~through~~those aloans ~~DIY~~would orbe ~~do-it-yourself~~available, ~~program.~~will ~~(See~~increase ~~Note~~our 1liabilities toand ~~the~~future ~~Company’s~~cash ~~financial statements~~commitments.).

OnThere ~~October~~are ~~13,~~no ~~2016,~~assurances athat ~~change~~we inwill ~~control~~be ofable ~~the~~to ~~Company~~obtain ~~occurred~~further byfunds ~~virtue~~required offor ~~the~~our ~~Company's~~continued ~~largest~~operations. ~~shareholder,~~We ~~Kyle~~will ~~Markward,~~pursue ~~selling~~various 4financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or,~~000,000~~ ~~(40~~if available,~~000~~ ~~post~~that ~~reverse~~it ~~stock~~can ~~split)~~be ~~shares~~obtained ofon ~~the~~commercially ~~Company’s~~reasonable ~~common~~terms. ~~stock~~If we are not able to ~~James~~obtain ~~Oliver,~~the anadditional ~~individual~~financing ~~residing~~on ina ~~Florida~~timely basis, ~~which~~we ~~represents~~will ~~50%~~be ofunable ~~the~~to ~~Company’s~~conduct ~~total~~our ~~issued~~operations as planned, and ~~outstanding~~we ~~shares~~will ofnot ~~common~~be ~~stock.~~able ~~Such~~to ~~4,000,000~~meet ~~(40,000~~our ~~post~~other ~~reverse~~obligations ~~stock~~as ~~split)~~they ~~shares~~become ~~sold~~due. ~~represent~~In ~~all~~such ofevent, ~~the~~we ~~shares~~will ofbe ~~the~~forced ~~Company’s~~to ~~common~~scale ~~stock~~down ~~owned~~or byperhaps ~~Mr.~~even ~~Markward~~cease our operations.

~~Effective October 13, 2016, the Board of Directors (the “Board”) of the~~ Company ~~appointed Mr. James Oliver as President, Secretary and as a member of the Company’s Board. On the same day the Board elected Mr. Benjamin Teare as the Company’s Chief Operations Officer.~~History

~~With~~The ~~the~~Company ~~change~~was inincorporated ~~control~~under ~~certain~~the ~~liabilities~~laws of the ~~Company~~State ~~were~~of ~~forgiven~~Nevada ~~and/or~~on ~~paid~~November ~~for~~25, on2014, ~~behalf~~at ofwhich ~~the~~time ~~Company~~it byacquired ~~our~~a ~~founder,~~certain ~~former~~all-natural ~~president~~product ~~and~~based ~~chief~~skincare ~~executive~~formula ~~officer,~~to ~~Mr.~~be ~~Markward.~~used ~~Total~~with ~~liabilities~~a ~~approximated~~regimen ~~$165,000~~of ~~which~~procedures ~~included~~using ~~legal~~home-care ~~fees~~micro-needle ~~owed~~devices to ~~our~~remove ~~legal~~unwanted ~~counsel~~tattoos ofthrough ~~$2,500.~~a Ondo-it-yourself ~~October~~program ~~18,~~from ~~2016,~~Kyle ~~the Company~~Markward, ~~reported~~our onformer apresident. ~~Form~~Mr. ~~8-K~~Markward ~~that~~resigned itfrom ~~had~~his ~~filed~~positions ~~Articles~~as ofan ~~Merger~~officer ~~with~~and ~~the~~director ~~Nevada Secretary~~ of ~~State,~~the ~~whereby~~Company itin ~~entered~~connection ~~into a statutory merger~~ with ~~its~~the ~~wholly-owned~~change ~~subsidiary,~~in ~~with~~control ~~the~~described ~~effect~~below. ~~being~~Mr. ~~that~~Markward’s ~~the~~resignation ~~Company~~was ~~changed~~not ~~its~~due ~~name~~ to ~~from~~any ~~“Remove-By-You,~~disagreements ~~Inc.”~~of toany ~~“Gain~~nature ~~Cities~~with ~~Limited” (~~the ~~“Name Change”)~~Company.

The Company isissued a3,000,000 ~~development~~(30,000 ~~stage~~post ~~company~~reverse ~~and~~stock ~~has~~split noeffective ~~financial~~February ~~resources.~~27, We2017, ~~have~~see ~~not~~Note ~~established~~1 orto ~~attempted~~the toCompany’s ~~establish~~financial astatements) ~~source~~shares of ~~equity~~its orcommon ~~debt~~stock ~~financing~~to Mr. ~~Our~~Markward ~~independent~~at ~~registered~~inception ~~public~~in ~~accounting~~exchange ~~firm~~for ~~has~~organizational ~~included~~services incurred upon incorporation. Following our formation, we issued an ~~explanatory~~additional ~~paragraph~~1,000,000 in(10,000 ~~their~~post ~~report~~reverse ~~emphasizing~~stock ~~the~~split) ~~uncertainty~~shares of our ~~ability~~common stock to ~~remain~~Mr. Markward, in exchange for a ~~going~~certain ~~concern~~all-natural product based formula to be used with a regimen of home-care micro-needle devices to remove unwanted tattoos through a DIY or do-it-yourself program. (See Note 1 to the Company’s financial statements.).

1413 Table of Contents

~~Business~~On October 13, 2016, a change in control of the Company occurred by virtue of the Company’s largest shareholder, Kyle Markward, selling 4,000,000 (40,000 post reverse stock split) shares of the Company’s common stock to James Oliver, an individual residing in Florida, which represents 50% of the Company’s total issued and outstanding shares of common stock. Such 4,000,000 (40,000 post reverse stock split) shares sold represent all of the shares of the Company’s common stock owned by Mr. Markward.

InEffective ~~connection~~October ~~with~~13, 2016, the ~~change~~Board inof ~~control,~~Directors (the “Board”) of the Company ~~has~~appointed ~~decided~~Mr. toJames ~~enter~~Oliver ~~into~~as ~~the~~President, ~~business~~Secretary and as a member of ~~sports~~the ~~betting~~Company’s ~~arbitrage~~Board. ~~and~~On ~~expects~~the tosame ~~sell~~day ~~analytics~~the ~~used~~Board byelected ~~customers~~Mr. inBenjamin ~~placing~~Teare ~~legal~~as ~~bets~~the onCompany’s ~~sporting~~Chief ~~events.~~Operations Officer.

With the change in control certain liabilities of the Company were forgiven and/or paid for on behalf of the Company by our founder, former president and chief executive officer, Mr. Markward. Total liabilities approximated $165,000 which included legal fees owed to our legal counsel of $2,500. On October 18, 2016, the Company, reported on a Form 8-K that it had filed Articles of Merger with the Nevada Secretary of State, whereby it entered into a statutory merger with its wholly-owned subsidiary, with the effect being that the Company changed its name to from “Remove-By-You, Inc.” to “Gain Cities Limited” (the “Name Change”).

The Company is a development stage company and has no financial resources. We have not established or attempted to establish a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern.

Business

In connection with the change in control, the Company has decided to enter into the business of sports betting arbitrage and expects to sell analytics used by customers in placing legal bets on sporting events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company'’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company'’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company'’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company'’s desired disclosure control objectives. In designing periods specified in the SEC'’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company'’s certifying officer has concluded that the Company'’s disclosure controls and procedures are effective in reaching that level of assurance.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company'’s management, including the Company'’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company'’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

~~Management's~~14 ~~Report~~Table onof ~~Internal Control over Financial Reporting~~Contents

Management’s ofReport ~~the~~on ~~Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended).~~ Internal ~~control~~Control over ~~financial reporting is a process designed by, or under the supervision of, the Company's Chief~~ Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) ~~Table~~of the Securities Exchange Act of ~~Contents~~1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

As of ~~February~~May 2831, 2017, management conducted an assessment of the effectiveness of the Company'’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the criteria established by COSO management concluded that the Company'’s internal control over financial reporting was effective as of ~~February~~May 2831, 2017.

This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm.

Limitations on the Effectiveness of Controls

Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended ~~February~~May 2831, 2017 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

1615 Table of Contents

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None for the period ending ~~February~~May 2831, 2017.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On ~~February~~May 2731, 2017, the Company’s board of directors approved and on March 7, 2017 the Company filed an amendment to its Articles of Incorporation to effect a reverse stock split of its common stock. The reverse stock split exchanged one (1) share for every one hundred (100) shares issued and outstanding at the time. All share and per share amounts in this report have been adjusted to reflect this reverse split.

1716 Table of Contents

ITEM 6. EXHIBITS

Exhibit		Exhibit Description
3.1*		Articles of Incorporation
3.1.2		Certificate of Amendment to Articles of Incorporation
3.2*		Bylaws of Remove-By-You, Inc.
10.2*		Conflict of Interest Agreement
31.1		Certificate of Chief Executive Officer and Chief Financial Officer
32.1		Certification of Chief Executive Officer and Chief Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Labels Linkbase
101.PRE		XBRL Taxonoy Extension Presentation Linkbase

~~____________~~______________

*	Filed with initial filing of the Company’s registration statement on Form S-1, January 20, 2015.

1817 Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GAIN CITIES LIMITED
DATED: June 21, 2017	By:	/s/ James Oliver
DATED: July 20, 2017	By:	/s/ James Oliver
		James Oliver
		Chief Executive Officer (Principal Executive Officer), President, Chief Financial Officer (Principal Accounting Officer), and Director

1918

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