UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to _________________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( | |
| (Registrant’s telephone number, including area code) | |
| The Diamond Cartel Inc. | |
|
(Former name, former address and former fiscal year, if changed since last report) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by a checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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 definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☑ | Smaller reporting company | ||
| Emerging growth company |
If
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As
of December 15, 2022, the registrant had outstanding shares of common stock.
FORM 10-Q
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
The Company did not obtain a review of the interim financial statements included in this report by an independent accountant using professional review standards and procedures, although such a review is required by the Rules of the Securities and Exchange Commission.
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Balance Sheets
| January 31, 2022 (unaudited) | April 30, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Prepaid expenses | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Account payable and accrued liabilities | $ | $ | ||||||
| Due to related party | ||||||||
| Advances payable | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, shares authorized, $. par value; shares issued and outstanding at January 31, 2022 and April 30, 2021 | ||||||||
| Class A Common Stock, shares authorized, $.par value; shares issued and outstanding at January 31, 2022 and April 30, 2021 | ||||||||
| Class B Common Stock, shares authorized, $. par value; shares issued and outstanding at January 31, 2022 and April 30, 2021 | ||||||||
| Class C Common stock, shares authorized, $ par value; shares issued and outstanding at January 31, 2022 and April 30, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
(The accompanying notes are an integral part of these financial statements)
F-1
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Statements of Operations
(unaudited)
| Three Months Ended January 31, | Three Months Ended January 31, | Nine Months Ended January 31, | Nine Months Ended January 31, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Net Loss before provision for income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss Per Common Share – Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | ||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-2
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Statements of Shareholders’ Deficit
(unaudited)
| Preferred Stock | Class A Common Stock | Class B Common Stock | Class C Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||
| Balance – April 30, 2020 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance – January 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance – April 30, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance – January 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||
| Balance – October 31, 2020 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance – January 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance – October 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance – January 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-3
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Statements of Cash Flows
(unaudited)
| Nine Months Ended January 31, | Nine Months Ended January 31, | |||||||
| 2022 | 2021 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Foreign exchange gain on amount due to related party | ||||||||
| Changes in operating assets and liabilities: | – | – | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Financing Activities: | ||||||||
| Proceeds of loan from related party | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Change in Cash | ||||||||
| Cash – Beginning of Period | ||||||||
| Cash – End of Period | $ | $ | ||||||
| Supplemental Disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
(The accompanying notes are an integral part of these financial statements)
F-4
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Notes to the Financial Statements
January 31, 2022
(unaudited)
| 1. | Business Description |
Alexander Tech Corp (formerly The Diamond Cartel Inc.) (the “Company”) was incorporated in the State of Delaware on August 17, 2005. The Company is a Blank Check Company which plans to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business with one or more businesses. On July 14, 2018 the Company had entered into a Letter of Intent with an unrelated third party. Except for this Letter of Intent, the Company has not identified any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. On January 12, 2022, the Company changed its name from The Diamond Cartel Inc. to Alexander Tech Corp.
| 2. | Going Concern |
These
financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception.
As of January 31, 2022, the Company has a working capital deficiency of $
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Management continues to monitor the situation.
| 3. | Summary of Significant Accounting Policies |
| a) | Basis of Presentation |
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at January 31, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended January 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended April 30, 2021 and 2020. The Company has an April 30 year-end.
| b) | Use of Estimates |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
F-5
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Notes to the Financial Statements
January 31, 2022
(unaudited)
| 3. | Summary of Significant Accounting Policies (continued) |
| c) | Recent Accounting Pronouncements |
The Company has implemented all new pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 4. | Advances Payable |
On
July 14, 2018, the Company executed a Letter of Intent (the “LOI”) with a Corporation registered in the country of
Chile (“Corporation”). Pursuant to the LOI, the Corporation agreed to exchange
| 5. | Related Party Transactions |
| a) | As
at January 31, 2022 and April 30, 2021, the Company was indebted to the former President
of the Company for $ and $ |
| b) | As
at January 31, 2022 and April 30, 2021, the Company was indebted to a company controlled
by the current President of the Company $ |
| 6. | Share Capital |
On January 12, 2022, the Company amended its Articles of Incorporation, terminating the designation of shares of authorized and unissued preferred shares as Series A Preferred Stock, increasing the number of Preferred Stock authorized from with a par value of $, to with a par value of $, terminating the designation of shares of Common Stock authorized, amended the authorization to issue Class A Common Stock with a par value of $, Class B Common Stock with a par value of $, and Class C Common Stock with a par value of $, and effectuated a reverse stock split of all of the Company’s outstanding shares of Common Stock into Class A Common Stock by a ratio of 1:0.3, which resulted in Class A Common Stock issued and outstanding.
On
July 1, 2021, the former President of the Company entered into a stock purchase agreement with A9 Technologies and Holdings LLC
(“A9 Technologies”), an company controlled by the current President of the Company, to sell post-split shares
of the Company’s common stock. The total shares sold under the stock purchase agreement represent
F-6
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Notes to the Financial Statements
January 31, 2022
(unaudited)
| 7. | Subsequent Events |
Management has evaluated subsequent events through the date that these financial statements were issued. There have been no events that would require adjustment to or disclosure in the financial statements.
F-7
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Executive Overview
We are a “blank check” Company incorporated on August 17, 2005 as a Delaware corporation. We plan to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 14, 2018 we had entered into a Letter of Intent with an unrelated third party. Except for this Letter of Intent, we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to identifying any business combination target.
Except as disclosed above, we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions directly or indirectly, with respect to identifying any business combination target.
Until we complete an acquisition, we may seek to raise additional funds through a private offering of debt or equity to fund our operations, including the costs associated with being a public company. We are not a party to any arrangement or understanding with any third party with respect to raising any additional capital.
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities. We may not generate any operating revenues until after the completion of a business combination. There has been no significant change in our financial condition and no material adverse change has occurred since October 31, 2020. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
On July 1, 2021, the former President of the Company entered into a stock purchase agreement with A9 Technologies and Holdings LLC, a company controlled by the current President of the Company, to sell 166,988 post-split shares of the Company’s common stock. The total shares sold under the stock purchase agreement represent 62% of the total shares outstanding. On June 10, 2021, A9 Technologies and Holdings, LLC made a $45,000 non-refundable deposit towards the stock purchase, and on July 9, 2021, A9 Technologies and Holdings, LLC made an additional non-refundable deposit of $13,850 towards amounts paid by the former President on behalf of the Company subsequent to the date of the agreement. On September 29, 2021, A9 Technologies and Holdings, LLC made the final $405,000 payment towards the stock purchase, which effected the close of the agreement. Upon closing of the Agreement, the former President of the Company transferred 166,988 post-split shares of the Company’s common stock to A9 Technologies and Holdings, LLC, who then became the majority shareholder. In addition, upon final payment being made, the former President of the Company transferred to A9 Technologies and Holdings, LLC $117,076 of debt that was owed to the former President of the Company at the time of transfer.
On October 7, 2021, Mr. Atlidakis resigned as an officer and director of the Company and Mr. Paras Shah was appointed as the Chief Executive Officer and a director of the Company.
On January 12, 2022, the Company changed its name from The Diamond Cartel Inc. to Alexander Tech Corp.
As of January 31, 2022 we owed A9 Technologies and Holdings, LLC $165,811 for a transfer of debt from the former President of the Company and expenses incurred on our behalf. The amount we owe A9 Technologies and Holdings, LLC, is non-interest bearing, unsecured, and due on demand.
As of January 31, 2022, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.
See Note 3 to our financial statements included as part of this report for a description of our critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.
4
Liquidity and Capital Resources
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our products to market and generate substantial revenues, which may take the next full year to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.
| SUMMARY OF BALANCE SHEET | January 31, 2022 | April 30, 2021 | ||||||
| Cash and cash equivalents | $ | – | $ | – | ||||
| Total current assets | 1,420 | – | ||||||
| Total assets | 1,420 | – | ||||||
| Total liabilities | 208,791 | 159,921 | ||||||
| Accumulated deficit | (661,587 | ) | (614,137 | ) | ||||
| Total stockholders’ deficit | $ | (207,371 | ) | $ | (159,921 | ) | ||
For the nine months ended January 31, 2022, the Company recorded a net loss of $47,450 and at January 31, 2022, had a working capital deficit of $207,371. Since inception we had not established an ongoing source of revenue sufficient to cover our operating costs. During the nine-months ended January 31, 2022, we primarily relied upon advances and loans from related parties to fund our operations. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. We had $nil in cash at January 31, 2022, compared to $nil in cash at April 30, 2021. We had total liabilities of $208,791 at January 31, 2022 compared to $159,921 at April 30, 2021.
Our current cash flow is not sufficient to meet our monthly expenses of approximately $6000 and to fund future research and development adequately. We intend to rely on additional debt financing, loans from existing stockholders and private placements of common stock for additional funding, however, there is no assurance that additional funding will be available. We do not have material commitments for future capital expenditures. However, we cannot assure you that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue to be available, and if available, that they will be on favorable terms.
Results of Operations
Three Months Ended January 31, 2022
| SUMMARY OF OPERATIONS | Three-month period ended January 31, | |||||||
| (Unaudited) | ||||||||
| 2022 | 2021 | |||||||
| Revenues | $ | – | $ | – | ||||
| Total operating expenses | 29,774 | 7,160 | ||||||
| Net income (loss) | (29,774 | ) | (7,160 | ) | ||||
| Net income (loss) attributable to common stockholders’ | (29,774 | ) | (7,160 | ) | ||||
| Basic income per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Diluted income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
Total operating expenses increased to $29,774 during the 2022 third quarter compared to $7,160 during the 2021 third quarter. The increase during the third quarter of 2022 was primarily due to an increase in general and administrative expenses relating to an increase in consulting fees and professional fees.
As a result of the changes described above, net loss increased to $29,774 during the 2022 third quarter compared to $7,160 during the 2021 third quarter.
5
Nine Months Ended January 31, 2022
| SUMMARY OF OPERATIONS | Nine-month period ended January 31, | |||||||
| (Unaudited) | ||||||||
| 2022 | 2021 | |||||||
| Revenues | $ | – | $ | – | ||||
| Total operating expense | $ | 47,450 | 25,821 | |||||
| Net income | $ | (47,450 | ) | (25,821 | ) | |||
| Net income attributable to common stockholders’ | $ | (47,450 | ) | (25,821 | ) | |||
| Basic income per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Diluted income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
Total operating expenses increased to $47,450 during the nine months ended January 31, 2022 compared to $25,821 during the nine months ended January 31, 2021. The increase during the period was primarily due to an increase in general and administrative expenses relating to an increase in consulting fees and professional fees.
As a result of the changes described above, a net income of $47,450 was realized during the nine months ended January 31, 2022, compared to a net income of $25,821 during the nine months ended January 31, 2021.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Under the direction and with the participation of the Company’s management, including the Company’s Principal Executive Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of January 31, 2022. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Principal Executive Officer concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2022.
Changes in Internal Control over Financial Reporting
During the period ended January 31, 2022 there were no changes in the Company’s internal controls that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
6
PART II OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit Number |
Description of Document | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith) | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith) | |
| 32 | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
7
SIGNATURES
Pursuant 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.
| THE ALEXANDER TECH CORP. | ||
| Dated: December 15, 2022, | By: | /s/ Paras Shah |
| Paras Shah | ||
| Principal Executive Officer | ||
| By: | /s/ Paras Shah | |
| Paras Shah | ||
| Principal Financial and Accounting Officer |
8
Exhibit 31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Paras Shah, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of The Alexander Tech Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: December 15, 2022 | By: | /s/ Paras Shah |
| Paras Shah | ||
| Principal Executive Officer |
9
Exhibit 31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Paras Shah, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of The Alexander Tech Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: December 15, 2022 | By: | /s/ Paras Shah |
| Paras Shah | ||
Principal Financial Officer |
10
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of The Alexander Tech Corp. (the “Company”), for the period ended January 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), Paras Shah the principal executive and financial officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Dated: December 15, 2022 | By: | /s/ Paras Shah |
| Paras Shah | ||
| Principal Executive and Financial Officer |
11
Balance Sheets (unaudited) - USD ($) |
Jan. 31, 2022 |
Apr. 30, 2021 |
|---|---|---|
| Current Assets | ||
| Prepaid expenses | $ 1,420 | |
| Total Assets | 1,420 | |
| Current Liabilities | ||
| Account payable and accrued liabilities | 2,115 | 8,565 |
| Due to related party | 164,011 | 108,411 |
| Advances payable | 42,665 | 42,945 |
| Total Liabilities | 208,791 | 159,921 |
| Stockholders’ Deficit | ||
| Preferred Stock, 25,000,000 shares authorized, $0.0000001. par value; 0.48 shares issued and outstanding at January 31, 2022 and April 30, 2021 | ||
| Additional paid-in capital | 454,216 | 454,216 |
| Accumulated deficit | (661,587) | (614,137) |
| Total Stockholders’ Deficit | (207,371) | (159,921) |
| Total Liabilities and Stockholders’ Deficit | 1,420 | 0 |
| Common Class A [Member] | ||
| Stockholders’ Deficit | ||
| Common Stock, Value, Issued | ||
| Total Stockholders’ Deficit | ||
| Common Class B [Member] | ||
| Stockholders’ Deficit | ||
| Common Stock, Value, Issued | ||
| Total Stockholders’ Deficit | ||
| Common Class C [Member] | ||
| Stockholders’ Deficit | ||
| Common Stock, Value, Issued | ||
| Total Stockholders’ Deficit |
Balance Sheets (unaudited) (Parenthetical) - $ / shares |
Jan. 31, 2022 |
Apr. 30, 2021 |
|---|---|---|
| Preferred stock, authorized | 25,000,000 | 25,000,000 |
| Preferred stock, par value (in dollars per share) | $ 0.0000001 | $ 0.0000001 |
| Preferred stock, issued | 0.48 | 0.48 |
| Preferred stock, outstanding | 0.48 | 0.48 |
| Common Class A [Member] | ||
| Common stock, authorized | 700,000,000 | 700,000,000 |
| Common stock, par value (in dollars per share) | $ 0.0000001 | $ 0.0000001 |
| Common stock, outstanding | 268,725 | 268,725 |
| Common stock, issued | 268,725 | 268,725 |
| Common Class B [Member] | ||
| Common stock, authorized | 200,000,000 | 200,000,000 |
| Common stock, par value (in dollars per share) | $ 0.0000001 | $ 0.0000001 |
| Common stock, outstanding | 0 | 0 |
| Common stock, issued | 0 | 0 |
| Common Class C [Member] | ||
| Common stock, authorized | 75,000,000 | 75,000,000 |
| Common stock, par value (in dollars per share) | $ 0.0000001 | $ 0.0000001 |
| Common stock, outstanding | 0 | 0 |
| Common stock, issued | 0 | 0 |
Statements of Operations (unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jan. 31, 2022 |
Jan. 31, 2021 |
Jan. 31, 2022 |
Jan. 31, 2021 |
|
| Income Statement [Abstract] | ||||
| Revenue | ||||
| Expenses | ||||
| General and administrative | 29,774 | 7,160 | 47,450 | 25,821 |
| Net Loss before provision for income tax | (29,774) | (7,160) | (47,450) | (25,821) |
| Provision for income tax | ||||
| Net Loss | $ (29,774) | $ (7,160) | $ (47,450) | $ (25,821) |
| Net Loss Per Common Share – Basic and Diluted | $ (0.11) | $ (0.03) | $ (0.18) | $ (0.10) |
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | 268,725 | 268,725 | 268,725 | 268,725 |
Statements of Cash Flows (unaudited) - USD ($) |
9 Months Ended | |
|---|---|---|
Jan. 31, 2022 |
Jan. 31, 2021 |
|
| Operating Activities: | ||
| Net loss | $ (47,450) | $ (25,821) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Foreign exchange gain on amount due to related party | 2,604 | 1,112 |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses | (1,420) | (1,850) |
| Accounts payable and accrued liabilities | (6,971) | (595) |
| Net Cash Used in Operating Activities | (53,237) | (27,154) |
| Financing Activities: | ||
| Proceeds of loan from related party | 53,237 | 27,154 |
| Net Cash Provided by Financing Activities | 53,237 | 27,154 |
| Change in Cash | ||
| Cash – Beginning of Period | ||
| Cash – End of Period | ||
| Supplemental Disclosures: | ||
| Interest paid | ||
| Income taxes paid | ||
Business Description |
9 Months Ended | |||
|---|---|---|---|---|
Jan. 31, 2022 | ||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| Business Description |
Alexander Tech Corp (formerly The Diamond Cartel Inc.) (the “Company”) was incorporated in the State of Delaware on August 17, 2005. The Company is a Blank Check Company which plans to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business with one or more businesses. On July 14, 2018 the Company had entered into a Letter of Intent with an unrelated third party. Except for this Letter of Intent, the Company has not identified any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. On January 12, 2022, the Company changed its name from The Diamond Cartel Inc. to Alexander Tech Corp. |
Going Concern |
9 Months Ended | |||
|---|---|---|---|---|
Jan. 31, 2022 | ||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| Going Concern |
These financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception. As of January 31, 2022, the Company has a working capital deficiency of $207,371 and has accumulated losses of $ since inception. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to fund its activities through debt and equity financing arrangements. There is no assurance that the Company will obtain the necessary financing to complete its objectives.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Management continues to monitor the situation. |
Summary of Significant Accounting Policies |
9 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2022 | |||||||||||||
| Accounting Policies [Abstract] | |||||||||||||
| Summary of Significant Accounting Policies |
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at January 31, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended January 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended April 30, 2021 and 2020. The Company has an April 30 year-end.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
The Company has implemented all new pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
Advances Payable |
9 Months Ended | |||
|---|---|---|---|---|
Jan. 31, 2022 | ||||
| Advances Payable | ||||
| Advances Payable |
On July 14, 2018, the Company executed a Letter of Intent (the “LOI”) with a Corporation registered in the country of Chile (“Corporation”). Pursuant to the LOI, the Corporation agreed to exchange 100% of its total issued and outstanding shares for post-split shares of common stock of the Company. In addition, the Corporation agreed to provide funding of $500,000 and to enter into a consulting contract with the President of Company. Of the $500,000 funding, $15,000 was payable to the President of the Company immediately upon acceptance of the LOI. The $15,000 was refundable in the event the terms of the LOI were not met. Of the $500,000 funding, $135,000 was to be deposited to a trust account with the Company’s legal counsel for payment of outstanding payables, closing costs associated with the transaction and costs associated with raising capital for the Company. Once the Company raised a minimum of $4,500,000 after the completion the transaction, the President of the Company was to receive the remaining $350,000. As at January 31, 2022, the Company recorded on its balance sheets advances payable of $42,665 (April 30, 2021 - $42,945) representing professional fees paid on behalf of the Company. |
Related Party Transactions |
9 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2022 | ||||||||||
| Related Party Transactions [Abstract] | ||||||||||
| Related Party Transactions |
|
Share Capital |
9 Months Ended | |||
|---|---|---|---|---|
Jan. 31, 2022 | ||||
| Share Capital | ||||
| Share Capital |
On January 12, 2022, the Company amended its Articles of Incorporation, terminating the designation of shares of authorized and unissued preferred shares as Series A Preferred Stock, increasing the number of Preferred Stock authorized from with a par value of $, to with a par value of $, terminating the designation of shares of Common Stock authorized, amended the authorization to issue Class A Common Stock with a par value of $, Class B Common Stock with a par value of $, and Class C Common Stock with a par value of $, and effectuated a reverse stock split of all of the Company’s outstanding shares of Common Stock into Class A Common Stock by a ratio of 1:0.3, which resulted in Class A Common Stock issued and outstanding.
On July 1, 2021, the former President of the Company entered into a stock purchase agreement with A9 Technologies and Holdings LLC (“A9 Technologies”), an company controlled by the current President of the Company, to sell post-split shares of the Company’s common stock. The total shares sold under the stock purchase agreement represent 62% of the total shares outstanding. On June 10, 2021, A9 Technologies made a $ non-refundable deposit towards the stock purchase, and on July 9, 2021, A9 Technologies made an additional non-refundable deposit of $ towards amounts paid by the former President on behalf of the Company subsequent to the date of the agreement. On September 29, 2021, A9 Technologies made the final $405,000 payment towards the stock purchase, which effected the close of the agreement. Upon closing of the Agreement, the former President of the Company transferred post-split shares of the Company’s common stock to A9 Technologies, who then became the majority shareholder. In addition, upon final payment being made, the former President of the Company transferred to A9 Technologies $117,076 of debt that was owed to the former President of the Company at the time of transfer (Note 5). |
Subsequent Events |
9 Months Ended | |||
|---|---|---|---|---|
Jan. 31, 2022 | ||||
| Subsequent Events [Abstract] | ||||
| Subsequent Events |
Management has evaluated subsequent events through the date that these financial statements were issued. There have been no events that would require adjustment to or disclosure in the financial statements. |
Summary of Significant Accounting Policies (Policies) |
9 Months Ended | |||
|---|---|---|---|---|
Jan. 31, 2022 | ||||
| Accounting Policies [Abstract] | ||||
| Basis of Presentation |
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at January 31, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended January 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended April 30, 2021 and 2020. The Company has an April 30 year-end. |
|||
| Use of Estimates |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
|||
| Recent Accounting Pronouncements |
The Company has implemented all new pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern (Details Narrative) - USD ($) |
Jan. 31, 2022 |
Apr. 30, 2021 |
|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Working capital deficiency | $ 207,371 | |
| Accumulated deficit | $ (661,587) | $ (614,137) |
Advances Payable (Details Narrative) - USD ($) |
9 Months Ended | ||||
|---|---|---|---|---|---|
Jul. 14, 2018 |
Jul. 14, 2018 |
Jan. 31, 2022 |
Jan. 31, 2021 |
Apr. 30, 2021 |
|
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Proceeds of loan from related party | $ 53,237 | $ 27,154 | |||
| Advances payable | $ 42,665 | $ 42,945 | |||
| Related Party [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Ownership percentage | 100.00% | 100.00% | |||
| Common stock, issued | 3,916,988 | 3,916,988 | |||
| Proceeds of loan from related party | $ 500,000 | ||||
| Related Party [Member] | President [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Proceeds of loan from related party | 500,000 | ||||
| Payable after the acceptance of LOI | $ 15,000 | 15,000 | |||
| Refundable amount | 15,000 | ||||
| Receivables based on minimum transaction completion | $ 135,000 | $ 135,000 | |||
| Description of raising capital | Once the Company raised a minimum of $4,500,000 after the completion the transaction, the President of the Company was to receive the remaining $350,000. | ||||
Related Party Transactions (Details Narrative) - USD ($) |
Jan. 31, 2022 |
Apr. 30, 2021 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Due to related party | $ 164,011 | $ 108,411 |
| Related Party [Member] | President [Member] | ||
| Related Party Transaction [Line Items] | ||
| Incurred expenses | 0 | 108,411 |
| Due to related party | $ 164,011 | $ 0 |
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