Item
1. Business.
Corporate
History
Road
Marshall, Inc. was incorporated under the laws of the State of Delaware on September 17, 2015.
On
September 29, 2015 the following individuals were appointed as Officers and Directors to the Company.
*
Engchoon Peh was appointed Chief Executive Officer and a Director of the Company.
*
Guojin Bai was appointed Chief Technology Officer and a Director of the Company.
*
Siew Phek Ong was appointed Chief Marketing Officer and a Director of the Company.
*
Guobao Bai was appointed Chief Financial Officer, Chief Accounting Officer and a Director of the Company.
*
Zhencong Bai was appointed Chief Operating Officer and a Director of the Company.
*
Pek San Lam was appointed Chief Channel Officer and a Director of the Company.
On
September 29, 2015 the Company issued the following quantities of restricted stock at par value ($0.0001) to the below individuals
in exchange for the comprehensive rights and ownership to the mobile application “Road Marshall”, which includes the
code and rights to distribute or sell the application through various marketplaces. Following the below share issuances the Company
became the owner of the mobile application and the code that makes up the application. There is no formal agreement for the transfer
of ownership of the mobile application. The ownership was transferred through a board minute which was approved by the board of
directors who are listed below and who received shares for the mobile application.
Name
of Individual
|
Shares
of Common Stock Issued
|
Shares
of Preferred Stock Issued
|
Engchoon
Peh
|
3,750,000
|
50,000
|
Guojin
Bai
|
2,250,000
|
-
|
Siew
Phek Ong
|
2,250,000
|
-
|
Guobao
Bai
|
2,250,000
|
-
|
Zhencong
Bai
|
2,250,000
|
50,000
|
Pek
San Lam
|
2,250,000
|
-
|
Total
|
15,000,000
|
100,000
|
On
May 18, 2016 the Company sold 5,000,000 shares of common stock at a price of $0.005 per share, resulting in $25,000 proceeds to
the Company. These shares were sold pursuant to the Company’s effective S-1 Registration Statement, deemed effective on
May 4, 2016.
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Table
of Contents
Industry
Overview
The mobile
application industry was essentially created when the Apple iPhone was introduced in 2007 and has since grown to an industry that
is projected to generate around 189 billion U.S. dollars in revenues via app stores and in-app advertising by 2020. The mobile
application industry has experienced unprecedented growth because of the widespread popularity of smartphones and other mobile
devices that have transformed electronic gaming, internet retailing and social networking. Apple and Google have made highly profitable
relationships with app developers, who have developed a tremendous range of mobile applications of countless types that are available
on a number of marketplaces where apps are sold. Additionally, their smaller, but not insubstantial, competitors such as Blackberry
RIM, Facebook and Amazon have carved out niches in the market for themselves. The future for this industry looks brighter than
ever and shows no indication of slowing down in the near future.
Since
the creation of the first iPhone, where users could experience the convenience and functionality of these pocket-sized devices,
these mobile applications are becoming increasingly common in our daily life. According to Mobilewalla.com, a website dedicated
to cataloging and rating apps, the one millionth app was made available to users in December, 2011. It took only four years for
one million apps to be created, and this unprecedented growth has grown even stronger and more impressive as time goes on. While
many of these apps are duplications of existing apps, or alternatively very similar apps with minor cosmetic differences and variations
(e.g. an app created for the iPhone and the iPad would be counted twice) this has nevertheless been an overwhelming display of
interest in such a new industry. Every week there are as many as 15,000 apps released currently.
Smartphone
usage grows globally every day and it is widely accepted that there will be more and more apps developed in order to keep up with
this ever increasing marketplace. “In a 2011 study conducted jointly by Google and Ipsos MediaCT Germany, data was obtained
via random telephone interviews from amongst the general populations of the United States, United Kingdom, Germany, France, and
Japan. The highest reported smartphone ownership was found in the United Kingdom (45% of those interviewed) and the United States
(38% of those interviewed). Even more telling is the 50% increase in ownership that occurred in the United Kingdom between the
first phase of the research conducted in January and February of 2011 and the latter phase in September and October of that year
(The Mobile Movement, 2011). There is clearly a shift in usage from computers to mobile devices.”
Smartphones
outsold personal computers in 2010 for the first time and this caused many tech analysts to shift their attention to these handheld
devices. During the fourth quarter of 2010 saw 100.9 smartphones shipped worldwide, and for comparison during the fourth quarter
of 2009 only 53.9 million units had been shipped. The number almost doubled in as little as one year! “According to Flurry,
a company that collects mobile-software data and provides consulting services to software developers, in 2011, smartphone and
tablet shipments exceeded the shipments of desktop and notebook computers combined. Software developers are increasingly realizing
that in the near future smartphones could replace many core functions of personal computers, such as e-mailing, instant messaging,
web browsing, and even gaming (Smartphone Mobile Applications To Overtake Standard Websites in Near Future, 2012). Further, in
comparing publically available data pertaining to Internet usage with their own client data concerning mobile app usage, Flurry
concluded that users are spending more time on mobile apps than on the Internet (Newark-French, 2011).”
“Evidence
also suggests that these devices are becoming more and more important in people’s lives. In another study conducted by Google
in partnership with Ipsos OTX MediaCT, 5,013 adults in the United States who identified themselves as using a smartphone to access
the Internet were interviewed in the last quarter of 2010. Eighty-nine percent of those interviewed reported using their smartphones
throughout the day and 68% reported having used an app in the previous week. Seventy-nine percent of respondents reported using
their smartphones to help with shopping, and 22% reported using apps on their smartphones to make purchases (The Mobile Movement,
2011).”
Even the
United States government has taken note of the growing rise in mobile application usage and the advantages that could be gained
through creating their own government backed applications to be made available to the public. President Obama ordered, in May
2013, that all major federal agencies make at least two public services available on mobile phones. There has been hope that this
initiative will prompt the government and mobile app industry developers to facilitate the creation of applications to take full
advantage of government data.
“Smartphones
contain many of the same components as personal computers. Every smartphone has a processor, random access memory stick(s), USB
ports, display adapters, and internal storage devices. Users may even customize and upgrade their devices to suit their individual
needs. For example, a user who wishes to use the smartphone for gaming can purchase a device with a multi-core processor and additional
storage to hold large games. Most smartphones are also equipped with a touchscreen obviating the need for a physical key board.
USB peripherals such as audio headphones and data transfer cables are also available for smartphones (Coustan & Strickland,
n.d.).”
“The
core software found in a smartphone is called the operating system. The operating system contains all the drivers necessary to
carry out instructions between the software and hardware of the device. The operating system can be visualized as a software stack
consisting of several layers. First, the kernel manages the drivers that manipulate a smartphone's hardware, such as its built-in
camera or USB ports. Middleware contains software libraries which link to mobile applications. The application execution environment
contains all the application programming interfaces (APIs) for developers to program new mobile applications for the operating
system. Finally, the application suite contains core applications which are packaged with the operating system by default. These
applications include phone call software, text messaging, menu screens, calendars, and more. A mobile app is software that a user
can install on a smartphone to perform a particular task. For example, Android has a GPS app which allows the user to obtain travel
directions in real time, or even track the locations of family members from anywhere in the country (Coustan & Strickland,
n.d.). “
The information
provided above, along with the general consensus that the mobile application industry has a very bright and successful future,
points to the inevitable conclusion that companies will be created to fill this growing demand and experience tremendous success
if they are successful. There have been no indications that the industry is going to slow down, and everything points to a continued
demand for high quality mobile applications in the future. This of course is in the opinion of the Company.
*Most
Industry Information presented was found at: http://www.aabri.com/manuscripts/131583.pdf
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Table
of Contents
Business
Information
Road Marshall,
Inc. is a company with the intent to become one of the, if not the primary, leading publicly traded iOS and Android application
development and promotion companies in the industry. Our proprietary application is called Road Marshall. Road Marshall is an
application which will be invaluable to its users in the event of car trouble and should revolutionize the way tow truck companies
are found within the United States, and eventually around the world.
Please
see the below pictures of our application Road Marshall. All images can also be seen on our website at: http://www.roadmarshall.com/
We believe
that one of the most appealing aspects of Road Marshall is the fact that it is user friendly. When a user opens the application
they will press the services icon and within moments, assuming the user has a connection to the internet, Road Marshall will identify,
on a map, the location of the user and show nearby towing services in the area.
The list
of nearby towing services will also display the range of prices a user can expect. In the event that a user is experiencing car
trouble this will simplify the process of finding assistance in a trying and stressful time. No one wants to experience car trouble
and be stuck on the road, but the reality is it happens and Road Marshall will be there to ease the process of finding assistance.
At Road Marshall we believe that no one should be left with minimal options when experiencing a breakdown.
On the
screen which shows nearby towing companies and trucks the user can click on each company and read reviews written by other users
of Road Marshall. This is a key feature to the application, and we will allow all of our users to rate and describe their experiences
with companies so that, hopefully, if a company is providing poor quality of service or charging exorbitant fees the user will
know prior to calling them for assistance.
When the
ideal towing service is identified the user can directly call the towing service and schedule a tow. Another important aspect
is that when the user calls the towing service the location of the application user will be sent directly to the truck driver.
This should enable a truck driver to exactly find the application user with no time consuming search process whereby the tow truck
driver needs to find the stranded driver. This should serve to significantly decrease the amount of time a user is stranded waiting
for assistance.
The tow
truck driver then has the ability to provide the user with an ETA for when the driver will arrive. Instead of just waiting and
hoping the tow truck driver will show up in a timely manner the user will know exactly how long it will take for the driver to
arrive, give or take a few minutes for traffic perhaps, and will be able to plan accordingly and with minimal stress.
Another
aspect of Road Marshall, aside from our assistance with towing services, is our feature which allows a user to locate a fast food
restaurant in 49 states (Alaska being the exception). We aim to help drivers not only when they are in a time of crisis, but also
when they are simply looking to pick up some food on a long drive and don’t want to spend a large amount of time determining
what options are nearby. The application will ascertain the user’s position and show fast food restaurants nearby so that
the user can choose from a list of options and navigate directly to their restaurant of choice.
The Company
plans to market Road Marshall through a combination of social media, online advertising, and print media such as magazines. Despite
the fact that our marketing efforts remain in the planning stages we have allocated a definitive marketing budget of $10,000.
We have not yet initiated any marketing plan and are awaiting further means to finance our operations.
It is
worth noting that we expect our application Road Marshall will be free to download and use on iOS, but will not be available
on the Android store temporarily. The Company intends to monetize the mobile application through third party advertisements during the
2020 fiscal year. These advertisements could include, but not strictly be limited to, their products, services, and or
other mobile applications that are not in direct competition to our own (such as application games for example). At this
point in time there are no agreements in place with any specific advertisers, and our plan to monetize our application
through advertisements remains in the planning stages.
The Company
will only begin monetizing the application through advertisements when the application has gained a larger user base. We believe
that when a sufficient user base has been achieved then the addition of unobtrusive advertisements will not materially impact
the number of users who utilize Road Marshall. There is also the possibility that Road Marshall may insert “in app”
purchases whereby a user can purchase upgraded services or products within the app. However, this is speculative and is only mentioned
as a possibility down the line if we are not generating sufficient revenue from the use of advertisements alone. At present, no
definitive plans are in place for any “in app” purchases.
For the
year ended September 30, 2017 the Company generated its first instance of revenues in the amount of $40,000. The $40,000 in revenue
was generated from technical services provided to an unrelated party for the development of a mobile application. At this
time the Company is actively looking to market its own mobile application, “Road Marshall” in the United States. Furthermore
the Company intends to seek new clients to provide technical services in relation to the advancement of their own mobile applications
for iOS and Android devices, but has taken no meaningful steps to do so.
For
the year ended September 30, 2018 and for the year ended September 30, 2019, the Company has generated no revenue and has
not taken any action(s) to progress the Company’s business plan. The Company’s business plan remains the same.
Additional outside financing is required to fully implement our business plan. Based on the preceding two fiscal years,
there can be no assurances that the Company will take any material steps to further its business plan during the coming
fiscal year.
Engchoon
Peh has informally agreed to advance funds “on a need be basis” to allow us to pay for filing fees, and professional
fees that we may incur. At present, with our application fully developed, we do not believe we will require substantial additional
financing from Mr. Peh, however without additional funding we will be unable to grow and market our business in the manner we
intend to. Our business operations cannot progress further without additional financing, and Mr. Peh may not be willing to provide
it to us. In the event that we cannot raise the money we seek, we may be forced to halt or suspend our proposed marketing and
business activities and our application and third party application development services may not have the capability to begin
generating profits which could result in a loss of all or part of your investment in our company.
As
of the date of this report, our mobile application is currently unavailable on the app
store. The app has been temporarily removed while we update to the latest Apple iOS, and it is our intention for the
application to be returned to the app store after the first quarter of 2020.
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of Contents
Employees
As of
the September 30, 2019 and the date of this report, we had/have six part time employees, all of which are our Officers and Directors.
Currently,
our Officers and Directors all have the flexibility to work on our business up to 25 to 30 hours per week, but are prepared to
devote more time if necessary.
We do
not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may
adopt plans in the future. There are presently no personal benefits available to our Officers/or Directors and or employees.
ITEM
1A. RISK FACTORS.
The
following risk factors and other information included in this Report on Form 10-K should be carefully considered. The risks
and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us
or that we presently deem less significant may also impair our business operations. If any of the events or circumstances described
in the following risk factors actually occurs, our business, operating results and financial condition could be materially adversely
affected.
Risks
Related to Our Company and Our Industry
We
have a limited operating history and have generated minimal revenue to date.
We
have a limited operating history and do not have a meaningful historical record of sales and revenues nor do we have an established
business track record. While we believe that we have the opportunity to be successful in the mobile application industry,
there can be no assurance that we will be successful in accomplishing our business initiatives, or that we will be able to achieve
any significant levels of revenues or net income, from our mobile application, “Road Marshall” or through providing
technical services to third parties for app development.
The
Company has taken no action to progress its business plan over the course of the fiscal year ended September 30, 2019, and does
not have a definitive timeline in place for the furtherance of any Company endeavors.
The
business plan and operations of the Company have not progressed over the course of the fiscal year ended September 30, 2019 and
we do not have a definitive plan for when we will further our operations. As such, it is possible that we may not meet all, or
any, of the goals we have outlined in our business plan. In the event that we cannot develop the means to progress our business
plan, it is possible that we may eventually cease all Company activity.
The
ownership of our mobile application “Road Marshall” was transferred to us in its entirety not through a formal agreement,
but through a board resolution signed by our officers and directors of whom were the previous owners of the mobile application.
Because
there was no formal agreement regarding the transfer in ownership of our mobile application “Road Marshall” this may
impair your ability to sell shares in our company. A potential buyer of our stock may negatively regard such action that we have
taken regarding the exchange in ownership. Additionally, this may limit our own ability to attract investors, which would negatively
impact the value of your shares of stock.
The
mobile application industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps
and custom development services.
We must
continue to enhance and improve the performance, functionality and reliability of our mobile application, Road Marshall. The mobile
application industry is characterized by rapid technological change, changes in user requirements and preferences, frequent new
product and services introductions embodying new technologies and the emergence of new industry standards and practices that could
render our products and services obsolete. Our success will depend, in part, on our ability to both internally develop and license
leading technologies to enhance our existing application, services that address the increasingly sophisticated and varied needs
of our customers, and respond to technological advances and emerging industry standards and practices on a cost-effective and
timely basis. The development of our technology and other proprietary technology involves significant technical and business risks.
We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer requirements or
emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry
standards, we may not be able to increase our revenue and expand our business.
Major
network failures could have an adverse effect on our business.
Our technology
infrastructure is critical to the performance of our application and customer satisfaction. Apps run on a complex distributed
system, or what is commonly known as cloud computing. We will own, operate and maintain the primary elements of this system, but
some elements of this system are operated by third parties that we do not control and which would require significant time to
replace. We expect this dependence on third parties to continue. Major equipment failures, natural disasters, including severe
weather, terrorist acts, acts of war, cyber-attacks or other breaches of network or information technology security that affect
third-party networks, communications switches, routers, microwave links, cell sites or other third-party equipment on which we
rely, could cause major network failures and/or unusually high network traffic demands that could have a material adverse effect
on our operations or our ability to provide service to our customers. These events could disrupt our operations, require significant
resources to resolve, result in a loss of customers or impair our ability to attract new customers, which in turn could have a
material adverse effect on our business, prospects, results of operations and financial condition.
If we
experience significant service interruptions, which could require significant resources to resolve, it could result in a loss
of users or impair our ability to attract new users, which in turn could have a material adverse effect on our business, prospects,
results of operations and financial condition.
In addition,
with the growth of wireless data services, enterprise data interfaces and Internet-based or Internet Protocol-enabled applications,
wireless networks and devices are exposed to a greater degree to third-party data or applications over which we have less direct
control. As a result, the network infrastructure and information systems on which we rely, as well as our customers’ wireless
devices, may be subject to a wider array of potential security risks, including viruses and other types of computer-based attacks,
which could cause lapses in our service or adversely affect the ability of our customers to access our service. Such lapses could
have a material adverse effect on our business, prospects, results of operations and financial condition.
Defects
in our mobile app may adversely affect our business.
Tools,
code, subroutines and processes contained within mobile apps may contain defects when introduced and also when updates and new
versions are released. Our introduction of a mobile app with potential defects or quality problems may result in adverse publicity,
product returns, reduced orders, uncollectible or delayed accounts receivable, product redevelopment costs, loss of or delay in
market acceptance of our products or claims by customers or others against us. Such problems or claims may have a material and
adverse effect on our business, prospects, financial condition and results of operations.
Technology
is constantly undergoing significant changes and evolutions and it is imperative that we keep up with an ever changing technological
landscape in order to ensure the continued use and viability of our application.
Our industry
is categorized by rapid technological progression and ever increasing innovation. While we believe ourselves to currently offer
the best mobile application relating to road side assistance to suit the unique needs of our users we will need to constantly
work on improving our current assets (mobile application) in order to keep up with technological advances that will almost certainly
occur. Should we fail to do so our business may be adversely affected.
Strong
competition in the mobile application market could decrease our market share.
The mobile
application industry is highly competitive. We compete with companies which may offer similar applications to our own. In addition,
some of our competitors may have substantially greater name recognition and financial and other resources than we have, which
may enable them to compete more effectively for the available market share. We also expect to face increased competition as a
result of new entrants to the mobile application industry, including established and emerging companies which create and/or market
mobile applications. We may not be able to compete successfully against current or future competitors and may face competitive
pressures that could adversely affect our business or results of operations.
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If
we are the subject of an intellectual property infringement claim, the cost of participating in any litigation could cause us
to go out of business.
There
has been, and we believe that there will continue to be, significant litigation and demands for licenses in our industry regarding
patent and other intellectual property rights. Although we anticipate having a valid defense to any allegation that our current
products, production methods and other activities infringe the valid and enforceable intellectual property rights of any
third parties, we cannot be certain that a third party will not challenge our position in the future. Other parties may own patent
rights that we might infringe upon with our products or other activities, and our competitors or other patent holders may assert
that our products, and the methods we employ, are covered by their patents. These parties could bring claims against us that would
cause us to incur substantial litigation expenses and, if successful, may require us to pay substantial damages. Some of our potential
competitors may be better able to sustain the costs of complex patent litigation and, depending on the circumstances, we could
be forced to stop or delay our research, development, manufacturing or sales activities. Any of these costs could cause us to
go out of business.
We
operate in a highly competitive market with rapid technological change, and we may not have the resources needed to compete successfully.
The mobile
application industry is a highly competitive market that is characterized by rapid changes in our users’ technological requirements,
expectations and evolving market standards. Competitors vary in size and organization from individuals with the capability to
produce applications to startups to established corporations and software companies. Each of these competitors may develop applications
or other technologies that are superior to the application we are offering. We may not have the resources necessary to acquire
or compete with technologies being developed by our competitors, which may render our application less competitive or obsolete.
Our
success and future growth depend on the continued acceptance of the Internet and the corresponding growth in mobile application
usage.
Our business,
to a large extent, relies on the Internet for its success. A number of factors could inhibit the continued acceptance of the Internet
and adversely affect our profitability, including:
•
Inadequate Internet infrastructure;
•
Security and privacy concerns; and
•
The unavailability of cost-effective Internet service and other technological factors.
If Internet
use decreases, or if the number of mobile application users does not increase, our business may not grow as planned.
Government
regulations relating to the Internet could increase our cost of doing business, affect our ability to grow or otherwise have a
material adverse effect on our business.
The increasing
popularity and use of the Internet and mobile applications has led, and may lead, to the adoption of new laws and regulatory practices
in the United States or foreign countries and to new interpretations of existing laws and regulations. These new laws and interpretations
may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, fair business practices and
the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more
jurisdictions where they have no physical location or other presence. New laws, regulations or interpretations related to doing
business over the Internet could increase our costs and materially and adversely affect our enrollments, revenues and results
of operations.
Our
success depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may
be severely disrupted if we lose their services.
Our future
success heavily depends upon the continued services of our senior executives and other key employees. If one or more of our senior
executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations,
and we may not be able to replace them easily or at all. In addition, competition for senior executives and key personnel in our
industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives
and key personnel in the future, in which case our business may be severely disrupted.
There
is a conflict of interest that exists due to the fact that our Officers and Directors have outside obligations in which they serve
other positions.
Because
our Officers and Directors serve other outside positions they are only able to focus on advancing our business operations part
time. Each of our Officers and Directors currently devotes between 1-10 hours per week in regards to our operations. It should
be noted however, that the amount of time our Officers and Director’s may allocate to our business activities may increase
or decrease in the future. We cannot accurately predict however, if this will occur for certain or what exact events will cause
our Officers and Directors to allocate more time or less time to our operations.
Our
mobile application generates and processes a large amount of data, and the improper use or disclosure of such data could harm
our reputation as well as have a material adverse effect on our business and prospects.
Our mobile
application generates and processes a large quantity of data. We face risks inherent in handling large volumes of data and in
protecting the security of such data. This includes protecting the data in and hosted on our system, including against attacks
on our system by outside parties or fraudulent behavior by our employees; addressing concerns related to privacy and sharing,
safety, security and other factors; and complying with applicable laws, rules and regulations relating to the collection, use,
disclosure or security of personal information, including any requests from regulatory and government authorities relating to
such data. Any systems failure or security breach or lapse that results in the release of user data could harm our reputation
and brand and, consequently, our business, in addition to exposing us to potential legal liability.
As we
expand our operations, the laws, rules and regulations of other jurisdictions may impose more stringent or conflicting requirements
and penalties, compliance with which could require significant resources and costs. Any failure, or perceived failure, by us to
comply with our posted privacy policies or with any regulatory requirements or privacy protection-related laws, rules and regulations
could result in proceedings or actions against us by governmental entities or others. These proceedings or actions may subject
us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely
disrupt our business.
The
success of our business depends on our ability to maintain and enhance our reputation and brand.
We believe
that our reputation in the mobile application industry is of significant importance to the success of our business. A well-recognized
brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the mobile application industry
is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our
reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully
manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition and awareness in
a highly competitive market; our ability to deliver our online platform and to ensure that it is seen as continually valuable
within the mobile application industry.
We will
conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful
and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive
expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.
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Due
to the Company operating as a going concern, and there is a possibility that you may lose all or part of your investment.
The Company’s
financial statements are prepared using accounting principles generally accepted in the United States of America applicable to
a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company
demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one
year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically
recurring operating losses, accumulated deficit, and other adverse key financial ratios.
The Company
generated no revenue during the year ended September 30, 2019, which is not sufficient to
cover its operating expenses. Management plans to fund operating expenses with related party contributions. There is no assurance
that management's plan will be successful.
Due to
the Company operating as a going concern, and there is a possibility that you may lose all or part of your investment.
Our
internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being
disseminated to the public.
Our management
is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange
Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal
executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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 authorizations of management and/or directors of the Company; and 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.
Our internal
controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation
being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision. If we
cannot provide reliable financial reports, our business and operating results could be harmed, investors could lose confidence
in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly
and result in a loss of some or all of your investment.
Due
to the fact that our directors and officers reside outside the United States our shareholders may have difficulties effecting
service of process against them.
The
difficulties shareholders could face when attempting to effect service of process against our foreign officers and directors include,
but are not limited to, the following:
|
-
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Effecting
service of process within the United States;
|
|
-
|
Enforcing judgments
obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officers;
|
|
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Enforcing judgments
of U.S. courts based on the civil liability provisions of the U.S. federal securities laws in Foreign courts against your
officers; and
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Bringing an original
action in foreign courts to enforce liabilities based on the U.S. federal securities laws against your officers.
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We
expect our quarterly financial results to fluctuate.
We expect
our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes
in:
•
General Economic Conditions;
•
The number users utilizing our mobile application;
•
Our ability to retain, grow our business and attract new clients;
•
Administrative Costs;
•
Advertising and other marketing costs;
As a result
of the variability of these and other factors, our operating results in future quarters may be below the expectations of public
market analysts and investors.
At
present we rely heavily upon Mr. Peh for additional capital in order to fund our development.
Engchoon
Peh has informally agreed to advance funds “on a need be basis” to allow us to pay for filing fees, and professional
fees that we may incur. At present, with our application fully developed, we do not believe we will require substantial additional
financing from Mr. Peh, however without additional funding we will be unable to grow and market our business in the manner we
intend to. Our business operations cannot progress further without additional financing, and Mr. Peh may not be willing to provide
it to us. In the event that we cannot raise the money we seek, we may be forced to halt or suspend our proposed marketing and
business activities and our application and third party application development services may not have the capability to begin
generating profits which could result in a loss of all or part of your investment in our company.
The
recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations
intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
The recently
enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the
definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,”
it will, among other things:
-be exempt
from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm
provide an attestation report on the effectiveness of its internal control over financial reporting;
-be exempt
from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive
officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden
parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements
of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
-be permitted
to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive
compensation; and
-be exempt
from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory
audit firm rotation or a supplement to the auditor’s report on the financial statements.
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Although
the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting
requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has
elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section
102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will
not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting
so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies
in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth
company”, the Company may elect not to provide certain information, including certain financial information and certain
information regarding compensation of executive officers, which would otherwise have been required to provide in filings with
the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor
confidence in the Company and the market price of its common stock may be adversely affected.
Notwithstanding
the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an
asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public
float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In
the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging
growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less
than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.
Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide
simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley
Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal
control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among
other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures
in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may
make it harder for investors to analyze the Company’s results of operations and financial prospects.
We
are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make our common stock less attractive to investors.
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 being 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, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely
on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our stock price may be more volatile.
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 are choosing to take advantage of the extended transition period for complying with new or revised
accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public
company effective dates.
We will
remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues
exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of
our common stock that is held by non-affiliates exceeds $700 million.
As
we are a publicly reporting company, we will continue to incur significant costs in staying current with reporting requirements.
Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit
group may result in material misstatements to our financial statements and ability to provide accurate financial information to
our shareholders.
Our management
and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover,
these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly as an external third party
consultant(s), attorney, or firm, may have to assist in some regard to following the applicable rules and regulations for each
filing on behalf of the company.
We currently
do not have an internal audit group, and we will eventually need to hire additional accounting and financial staff with appropriate
public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally,
due to the fact that our officers and Director, have limited experience as an officer or Director of a reporting company, such
lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls
and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial
information to our stockholders.
Moreover,
if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject
to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management
resources.
Our
Officers and Directors lack experience in and with the reporting and disclosure obligations of publicly-traded companies.
Our Officers
and Directors lack experience in, and with, the reporting and disclosure obligations of publicly-traded companies and with serving
as an Officer and or Director of a publicly-traded company. Such lack of experience may impair our ability to maintain effective
internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements
to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our
operations, future earnings and ultimate financial success could suffer irreparable harm due to our Officers’ and Director’s
ultimate lack of experience in our industry and with publicly-traded companies and their reporting requirements in general.
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Risks
Relating to the Company’s Securities
We
may never have a public market for our common stock. Therefore, you may be unable to liquidate your investment in our stock.
There
is no established public trading market for our securities. A regular trading market may not develop in our common stock or, if
it does, it may not be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
We
may in the future issue additional shares of our common stock, which may have a dilutive effect on our stockholders.
Our Certificate
of Incorporation authorizes the issuance of 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, of which
20,000,000 shares of common stock and 100,000 shares of preferred stock are issued and outstanding as of December 31, 2019. The
future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then
existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock
for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by
our investors, and might have an adverse effect on any trading market for our common stock.
We
may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Our Certificate
of Incorporation authorizes us to issue up to 20,000,000 shares of preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue
such shares, without further stockholder approval. Currently, each one (1) share of Preferred Stock shall have voting rights held
at all stockholders’ meetings for all purposes, including election of directors equal to one hundred (100) shares of common
stock.
Our preferred
Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund
provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders
preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our
common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the
common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock
could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult,
which may not be in your interest as holders of common stock.
We
do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment
will depend on appreciation in the price of our common stock.
We have
never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future.
We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends
on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon
any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain
the price at which our stockholders have purchased their shares.
We
may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
As a reporting
company we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment
of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate
responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome
our lack of employees.
We do
not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things,
to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such
compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against
interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with
funds necessary to expand our operations.
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The
costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 is and will be substantial
and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
As a public
entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated
with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate
that these costs will range up to $35,000 per year for the next few years and will be higher if our business volume and activity
increases. As a result, we may not have sufficient funds to grow our operations.
State
Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.
Secondary
trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable
securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals,
is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the
secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by,
a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock,
the liquidity for the common stock could be significantly impacted.
The
trading in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition
of a “Penny Stock.”
Our shares
are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules
of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements
on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions
with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000
($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny
stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or
purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated
persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult
for you to resell any shares you may purchase.