AND EXCHANGE COMMISSION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended March 31, 2023
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
Commission File Number 000-50098
PUBLIC COMPANY MANAGEMENT CORPORATION
(Exact name of registrant
as specified in its charter)
PUBLIC CO MANAGEMENT CORP
Number, Including Area Code: 310.862.1957
Securities registered pursuant to the Exchange
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 ¨¨ No x
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨¨
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x
As of May 17, 2023, the registrant had 34,276,816 shares
of common stock issued and outstanding.
SPECIAL NOTE REGARDING
Form 10-Q contains certain statements which are forward-looking in nature and are based on the current beliefs of our management as well
as assumptions made by and information currently available to management, general trends in our operations or financial results, plans,
expectations, estimates and beliefs. In addition, when used in this Form 10-Q, the words “may,” “could,” “should,”
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“predict,” and similar expressions and their variants, as they relate to us or our management, may identify forward-looking
statements. These statements reflect our judgment as of the date of this Form 10-Q with respect to future events, the outcome of which
is subject to risks. We have attempted to identify, in context, certain of the factors that we believe may cause actual future experience
and results to differ materially from our current expectations, which may have a significant impact on our business, operating results,
financial condition or your investment in our common stock, as described in Part I, Item 1A entitled “Risk Factors” in our Annual
Report on Form 10-K for the year ended September 30, 2022 filed on February 16, 2023 and those identified in other documents that we may
subsequently file from time to time with Securities and Exchange Commission (“SEC”).
We believe that it is important
to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately
predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking
statements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this Form 10-Q.
Except as required by applicable
law, including the rules and regulations of the SEC, we undertake no obligation, and expressly disclaim any duty, to publicly update or
revise forward-looking statements, whether as a result of any new information, future events or otherwise. Although we believe the expectations
reflected in the forward-looking statements are reasonable as of the date of this 10-Q, our statements are not guarantees of future results,
levels of activity, performance, or achievements, and actual outcomes and results may differ materially from those expressed in, or implied
by, any of our statements.
PUBLIC COMPANY MANAGEMENT CORP.
The accompanying notes are an integral part of
these financial statements.
STATEMENTS OF OPERATIONS
STATEMENTS OF CHANGES IN STOCKHOLDERS’
FOR THE THREE AND SIX MONTHS ENDED MARCH 31,
2023 AND 2022
FOR THE THREE MONTHS ENDED MARCH 31, 2023
FOR THE THREE MONTHS ENDED MARCH 31, 2022
FOR THE SIX MONTHS ENDED MARCH 31, 2023
FOR THE SIX MONTHS ENDED MARCH 31, 2022
The accompanying notes are an integral part
of these financial statements.
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND SUMMARY
OF ACCOUNTING POLICIES
Nature of Business
Public Company Management Corporation
("Company”), a Nevada corporation, was formed on October 26, 2000. On October 1, 2004, MyOffiz, Inc. ("MyOffiz")
entered into an Exchange Agreement with the certain controlling shareholders of GoPublicToday.com, Inc., Pubco WhitePapers, Inc., and
Public Company Management Services, Inc. The Company was the holding company for, and conducted its operations through, its subsidiary
companies. The term "we" and "our" refers to the Company and its subsidiaries unless otherwise stated.
Pursuant to the Exchange Agreement,
MyOffiz acquired approximately 92.1% of the outstanding shares of GoPublicToday.com, Inc., all
of the outstanding shares of Pubco WhitePapers, Inc., and all of the outstanding shares of Public Company Management Services, Inc in
exchange for the new issuance of an aggregate of 15,326,650 of MyOffiz's common stock. Subsequent to the Exchange Agreement, MyOffiz obtained
100% of the partially owned subsidiaries, changed its fiscal year end from June 30 to September 30, and changed its name to Public Company
The Company was a management consulting
firm that educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business
processes, with a focus on capital market participation. The Company offered the following services to its clients at various stages of
the business lifecycle:
The Company generated revenues primarily
from consulting services that it provided to private company clients seeking to become fully reporting, publicly traded companies. The
Company also generated revenue from regulatory compliance services that the Company was providing to public company clients that are required
to file periodic and other reports with the Securities and Exchange Commission (“SEC”). The Company would be paid a flat fee
for these services, which generally consisted of cash and restricted shares of the Company’s clients’ common stock.
Predicated upon the economic recession
of 2008, commencing with the subprime mortgage crisis and bank crisis, a significant increase in housing foreclosures ultimately caused
the stock market to crash in September 2008. At that time, and prior, the Company faced competition from a large number of consulting
firms, investment banks, venture capitalists, merchant banks, financial advisors, and other similar management consulting and regulatory
compliance services firms. Due to (i) the inability to raise funds in the marketplace and (ii) the intense competition in every aspect
of the Company’s business, the Company was unable to operate profitably.
Basis of Preparation
The accompanying financial statements include
the financial information of PCMC Holdings Inc. (“PCMC”, the “Company”) have been prepared in accordance with
the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation
of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”).
In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for
a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.
Adoption of New Accounting Standard
PCMC adopted Accounting Standard Update 2014-09,
Revenue from Contracts with Customers, at the start of the first quarter of 2019 using the modified retrospective approach and recorded
a cumulative effect adjustment to retained earnings based on the current terms and conditions for open contracts as of January 1, 2019.
The adoption of the standard did not have a material impact on the Company’s Financial Statements. The comparative information has
not been restated and continues to be reported under the accounting standards in effect for those periods.
Accounting Standards Not Yet Adopted
In June 2016, the FASB issued ASU 2016-3, Financial
Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instructions (ASU 2016-13), which requires
measurement and recognition of expected credit losses for financial assets held. ASU 2016-3 is effective for us in our first quarter of
fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our financial
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures
of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments
and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.
Cash and Cash Equivalents
PCMC considers all highly liquid investments purchased
with an original maturity of three months or less to be cash and cash equivalents.
The Company accounts for stock-based compensation
to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly,
share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite
employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity
instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on
the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of
share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s
common stock for common share issuances.
The core principles of revenue recognition under
ASC 606 include the following five criteria:
The Company uses digital marketing that includes
digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients
that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple
social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.
The company generates analytical reports monthly
or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance
obligation, regardless of the outcome or effectiveness of the campaign.
Sales are recognized when promised services are
started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service
contracts generally are recognized as the services are being provided.
Accounts Receivable and Allowance for Doubtful
The Company establishes an allowance for bad debts
through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial
condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable
and allowance for doubtful accounts as of March 31, 2023 and September 30, 2022.
General and Administrative Expenses
PCMC’s general and administrative expenses
consisted of the following types of expenses during 2023 and 2022: Compensation expense, payroll expense, rent, travel and entertainment,
legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.
Property and Equipment
Property and equipment are carried at the cost
of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance
are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of
our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions
of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of
Impairment of Long-Lived Assets
The Company reviews the carrying value of its
long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset
may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected
to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an
impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value
of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time
value of money. No indications of impairments were identified in 2023 or 2022.
Basic and Diluted Net (Loss) per Share
When an entity has a net loss, it is prohibited
from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding
to calculate both basic and diluted loss per share for the six months ended March 31, 2023 and 2022. The number of potential anti-dilutive
shares excluded from the calculation shares for the period ended March 31, 2023 is zero 0.
Uncertain tax position
The Company also follows the guidance related
to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability
for unrecognized tax benefits was recorded as of March 31, 2023 and September 30, 2022.
Fair Value of Financial Instruments
The ASC guidance for fair value measurements and
disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted prices for
identical instruments in active markets.
Level 2 Inputs – Quoted prices for
similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with
primarily unobservable value drivers. The Company has no Level 3 Inputs.
The Company’s financial instruments consist
of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial
Related Party Transactions
The Company follows ASC 850, Related
Party Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note and
interest balances as of March 31, 2023 and September 30, 2022 were $418,279 and $413,029, respectively and related party accrued liabilities
as of March 31, 2023 and September 30, 2022 of $45,232 and $32,164, respectively (see Note 4. Related Party Transactions).
Research and Development
The Company spent no money for research and development
cost for the six months ended March 31, 2023 and 2022.
The Company spent no money for advertisement for
the six months ended March 31, 2023 and 2022.
The Company had no depreciation expense for the
six months ended March 31, 2023 and 2022, respectively.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements,
PCMC has an accumulated deficit of $5,529,023 since its inception and had a working capital deficit of $475,007 and negative cash flows
from operations and limited business operations as of March 31, 2023. These conditions raise substantial doubt as to PCMC’s ability
to continue as a going concern. The financial statements do not include any adjustments that might be necessary if PCMC is unable to continue
as a going concern.
PCMC continues to review its expense structure
reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity
financing to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the
Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the
Company be unable to continue as going concern.
NOTE 3 – NOTES PAYABLE
During the six months ending March 31, 2023 and
2022, the Company had $5,250 and $5,250 in interest expense, respectively.
On September 30, 2016, the Company
issued a Promissory Note to Stephen Brock, the Company’s Chief Executive Officer and Director, in the principal amount of three
hundred fifty thousand dollars USD ($350,000.00) (see Note 6. Related Party Promissory Note). The unpaid principal accrues interest at
the rate of three percent (3.00%) per annum, and the note matures on October 31, 2023 (the “Maturity Date”). On the Maturity
Date, the Company must pay Brock the outstanding principal balance together with all accrued and unpaid interest.
On August 3, 2020, the promissory note
was assigned by Brock to Specialty Capital Lenders LLC.
As of September 30, 2020, the Company
had entered into an Obligation Extension Agreement (“Extension Agreement”) with Specialty Capital Lenders LLC. Pursuant to
the terms of the Extension Agreement, the original principal will continue to accrue interest at the rate of three (3%) percent per annum
beginning on October 1, 2020. The Extension Agreement shall terminate as of October 1, 2022, at which time all unpaid principal and accrued
interest will be due and payable to Specialty Capital Lenders LLC.
The Company may, at its sole discretion,
at any time prepay all or any part of the principal amount of the Promissory Note, without premium, but with all accrued interest to the
date of prepayment. Partial prepayments will be applied to accrued interest and then to principal.
As of March 31, 2023 and September 30, 2022, the
Company owed $350,000 in principal, and owed $68,279 and $63,029 in accrued interest, respectively.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related
party accrued expenses and notes payable.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 3, 2020 Specialty Capital Lenders LLC
was assigned a $350,000 promissory note by the former note holder and CEO of the Company. As of September 30, 2022, the balance of the
promissory note outstanding was $350,000. The balance of accrued interest payable on the note was $68,279 and $63,029 as of March 31,
2023 and September 30, 2022, respectively.
As of March 31, 2023 and September 30, 2022, the
Company owed $45,232 and $32,164 respectively to related parties for funds advanced to the Company for general and administrative expenses.
NOTE 6 – STOCKHOLDERS’ EQUITY
The Company has 5,000,000 shares of preferred
stock authorized, $0.001 par value. As of March 31, 2023 and September 30, 2022, the Company has no preferred stock outstanding.
The Company has 50,000,000 shares of common stock
authorized, $0.001 par value. As of March 31, 2023 and September 30, 2022, the Company had 34,276,816 shares of common stock outstanding.
The Company issued no shares of common stock in
the twelve months ended March 31, 2023 and September 30, 2022.
NOTE 7 – INCOME TAXES
The Company follows ASC 740, Accounting for Income
Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control
negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of
accounting, the same that is used for financial reporting purposes.
As of March 31, 2023 and September 30, 2022, the
Company's accumulated deficit was $5,529,023 and $5,515,035 respectively. Only $72,471 of this deficit will offset income in the future
since all prior net operating loss deductions are disallowed upon a change of control or if the Company does not continue in the same
line of business for two years following the year of change.
Federal income tax returns have not been examined
and reported upon by the Internal Revenue Service; returns of the years since September 30, 2020 are still open.
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events as
of the date of the financial statements were available to be issued and has determined that there are no disclosable subsequent events.
ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Plan of Operation.
following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. The use of words
such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial
performance. From time to time, the Company may also provide forward-looking statements in other materials that we release to the public.
Company’s current business objective is to seek a business combination with an operating company. The Company intend to use our
limited personnel and financial resources in connection with such activities. We will utilize our capital stock, debt or a combination
of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve
the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock may significantly reduce the
equity interest of our shareholders, will likely cause a change in control if a substantial number of our shares of capital stock are
issued, and most likely will also result in the resignation or removal of our present officer and director and may adversely affect the
prevailing market price for our common stock.
we issued debt securities, it could result in default and foreclosure on our assets if our operating revenues after a business combination
were insufficient to pay our debt obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal
and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves
and any such covenants were breached without a waiver or renegotiations of such covenants, our immediate payment of all principal and
accrued interest, if any, if the debt security was payable on demand, and our inability to obtain additional financing, if necessary,
if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.
Company’s reviewed financial statements for the six months ended March 31, 2023 and 2022 and the audited financial statements for
the years ended September 30, 2022 and 2021, were prepared using the assumption that we will continue our operations as a going concern.
Our independent accountants in their audit report expressed substantial doubt about our ability to continue as a going concern. Our operations
are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our
financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Company had not generated any revenues during the period ended March 31, 2023 and September 30, 2022. The Company had total operating
expenses of $3,699 during the six months ended March 31, 2023, total operation expenses of $ 9,727 for the six months ended March 31,
2022, and total operating expenses of $ 26,213 in the year ended September 30, 2022. The Company incurred $ 2,625 interest expense for
the three months ending Dec 31, 2022 and 2021. During the six months ended March 31, 2023 and year ended September 30, 2022, the Company
had a net loss of $ 6,324 and $ 36,713 respectively.
Company did not generate any revenues during the quarter ended March 31, 2023. The Company had total operating expenses of $ 5,250 for
the six months ended March 31, 2023. The Company incurred $ 2,625 interest expense for the six months ended March 31, 2023 and $ 5,250
for the six months ended December 31, 2022.
the six months ended March 31, 2023 and the three months ended December 31, 2021, the Company had a net loss of $ 6,324 and $ 3,025 respectively.
Liquidity and Capital
of March 31, 2023 and through the date hereof, the Company has no business operations and limited cash resources other than that provided
by Repository Services LLC. We are dependent upon interim funding to be provided by Repository Services LLC or Specialty Capital Lenders
LLC to pay professional fees and expenses. If the Company require additional financing, the Company cannot predict whether equity or debt
financing will become available at terms acceptable to us, if at all. Repository Services LLC has agreed to provide funding as may be
required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination.
The Company would be unable to continue as a going concern without interim financing provided by Repository Services LLC.
of March 31, 2023, the Company had cash of $ 2,055, as of March 31, 2022, the Company had cash of $$,448, and as of September 30, 2022,
the Company had $ 4,448 cash.
Company had a negative cash flow from operations of $ 2,240 during the year ended September 30, 2022 and the Company had a net loss of
$13,988 for the six months ended March 31, 2023.
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business
combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an
unlimited period of time will be paid from additional money lent to the Company by Repository Services LLC.
Company currently plans to satisfy its cash requirements for the next twelve months through its cash on hand and borrowings from Repository
Services LLC or Specialty Capital Lenders LLC or entities or individuals affiliated with either and believes it can satisfy its cash requirements
so long as the Company are able to obtain financing from these parties. The Company expects that the money borrowed will be used during
the next twelve months to satisfy the Company’s operating costs, professional fees and for general corporate purposes.
the next twelve months, we anticipate incurring costs related to filing of Securities Exchange Act of 1934, as amended, reports, franchise
fees, transfer agent fees, registered agent fees, legal fees, accounting fees, and investigating, analyzing, and consummating an acquisition
or business combination. The Company estimates that these costs will be in the range of ten to twelve thousand dollars per year, and that
the Company will be able to meet these costs as necessary with funds to be advanced or loaned to us by Repository Services LLC and/or
Specialty Capital Lenders LLC.
of March 31, 2023, the Company was obligated to Specialty Capital Lenders LLC for $ 350,000, with accrued interest of $ 68,279, for a
total of $ 418,279 evidenced by a note. As of the date hereof, the maturity date of the note was extended to October 31, 2023.
of September 30, 2022 and 2020, March 31, 2023 and 2022, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)
of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
of September 30, 2021 and 2022, March 31, 2023 and 2022, the Company did not have any contractual obligations.
significant accounting policies are described in the notes to our financial statements.
ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES
ABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and to be effected by the Board of Directors and management (solely Quynh Hoa T. Tran), 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:
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management
and directors; and
reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could
have a material effect on the financial statements.
control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent
limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting
from human failures. It also can be circumvented by collusion or improper management override.
of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is
possible to design into the process certain safeguards to reduce, though not eliminate, this risk.
is and will be responsible for establishing and maintaining adequate internal control over our financial reporting. To assist and because
of lack of personnel, current management has engaged an outside certified public accountant to assist in the financial reporting. We have
been informed that our outside certified public accountant has used various frameworks to evaluate the effectiveness of our internal control
over financial reporting. Based upon this assessment, management has concluded that our internal control over financial reporting was
effective for the reported then quarter ended.
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) have been designed to provide reasonable assurance that
information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended,, such as
this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is
accumulated and communicated to management and our Chief Executive Officer - Chief Financial Officer, to allow timely decisions regarding
Hoa T. Tran with the assistance of our outside certified public accountant has conducted an evaluation of the effectiveness of our disclosure
controls and procedures. The Company cause to perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness
of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q and annual report on Form 10-K. Based
on this evaluation, the Chief Executive Officer and Chief Financial Officer are required to conclude on the effectiveness of the disclosure
controls and procedures as at the end of the quarter covered by the report.
Company's disclosure controls and procedures may not have been effective prior to our engaging an auditing firm and our preparation for
the filing of our General Form for Registration of Securities of Small Business Issuers under Section 12(g) of the Securities Exchange
Act of 1934 on Form 10 on June 1, 2022, as the Company was not required to address management’s assessment of disclosures controls
and procedures. As that time, we instituted new reporting and approval procedures that have remediated any potential material weaknesses
and the Company further concluded that our internal controls over financial reporting was effective. We are taking additional measures
to enhance the ability of our systems of disclosure controls and procedures to timely identify and respond to any federal or state substantive
changes that are applicable to us.
Changes in Internal
were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II – OTHER
ITEM 1. LEGAL PROCEEDINGS
are no legal proceedings pending against the Company.
ITEM 1A. RISK FACTORS
addition to the other information set forth in this quarterly report, careful consideration should be given to the factors discussed in
Part I, "Item 1A. Risk Factors" in the Company’s Form 10-K, as amended, filed on February 16, 2023, which could materially
affect the Company’s business, financial condition or future results. These risks described in the Company’s General Form
for Registration of Securities of Small Business Issuers under Section 12(g) of the Securities Exchange Act of 1934 on said Form 10-K
may not be the only risks facing the Company. We believe that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results
to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on the forward-looking
statements. Except as required by applicable law, including the rules and regulations of the SEC, we undertake no obligation, and expressly
disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events
or otherwise. Although we believe the expectations reflected in our forward-looking statements are reasonable, our statements are not
guarantees of future results, levels of activity, performance, or achievements, and actual outcomes and results may differ materially
from those expressed in, or implied by, any of our statements. Additional uncertainties not currently known to the Company or that it
currently deems to be immaterial also may materially adversely affect its business, financial condition and/or its plan of operation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
2010, there has been no unregistered sales of equity securities.
ITEM 3. DEFAULTS UON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 5. OTHER INFORMATION.
the Company’s plan of operation is to acquire an interest in a business opportunity, the Company is not currently engaged in any
negotiations to acquire a business opportunity or effectuate a business combination. However, the majority shareholder has had preliminary
negotiations that, if consummated, may result in a change in control. This change of control may subsequently result in the Company identifying
a business opportunity and consummating a business combination. We have been informed that if, pursuant to any arrangement or understanding
with the person or persons acquiring securities in a transaction subject to the Securities Exchange Act of 1934, as amended, any persons
are to be elected or designated as our directors, otherwise than at a meeting of security holders, and the persons so elected or designated
will constitute a majority of the directors of the Company, then not less than ten (10) days prior to the date any such person or persons
take office as a director, or such shorter period prior to the date the Securities and Exchange Commission may authorize upon a showing
of good cause therefore, the Company shall make a filing with the Securities and Exchange Commission and comply with the Securities Exchange
Act of 1934, as amended. In the event there is any resulting acquisition of a business opportunity, the Securities Exchange Act of 1934,
as amended, requires us to provide certain information about significant acquisitions, including audited financial statements.
ITEM 6. EXHIBITS.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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