UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
Or
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) |
(I.R.S. Employer Identification No.) |
6770
(Primary Standard Industrial Classification Code Number)
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| N/A | 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. ☐ Yes ☒
Indicate
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☐ Yes ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.
| 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 Act.)
The number of shares outstanding of the registrant’s common stock as of June 16, 2023 was shares.
DOCUMENTS INCORPORATED BY REFERENCE — NONE
TABLE OF CONTENTS
| Part I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements (unaudited) | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| Part II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 13 |
| Item 1A. | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults Upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 14 |
| SIGNATURES | 15 | |
| i |
PART I FINANCIAL INFORMATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Dengfeng Group Limited, a Nevada corporation unless the context requires otherwise.
| ii |
Item 1. Financial Statements.
Index to Financial Statements
| 1 |
Dengfeng Group Limited
BALANCE SHEETS
(Unaudited)
May 31, 2023 | August 31, 2022 | |||||||
| ASSETS | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Loan form shareholder | ||||||||
| Notes payable related parties | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, Par Value $, shares authorized issued and outstanding as of May 31, 2023, and August 31, 2022 respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ (Equity) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 2 |
Dengfeng Group Limited
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended May 31, 2023 | Three Months Ended May 31, 2022 | Nine Months Ended May 31, 2023 | Nine Months Ended May 31, 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense | ||||||||||||||||
| Other (expense) net | ||||||||||||||||
| Income (loss) before provision for income taxes | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Provision for income taxes | ||||||||||||||||
| Net (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted earnings(loss) per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
DENGFENG GROUP LIMITED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, August 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | ||||||||||||||||||||
| Balance, November 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | ||||||||||||||||||||
| Balance, February 28, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance, May 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the financial statements.
| 4 |
Dengfeng Group Limited
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| May 31, | May 31, | May 31, | May 31, | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||||||||||
| Accounts payable | ||||||||||||||||
| Net cash provided by (used for) operating activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cash Flows From Investing Activities: | ||||||||||||||||
| Net cash provided by (used for) investing activities | ||||||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||||
| Notes payable related parties | ||||||||||||||||
| Net cash provided by (used for) financing activities | ||||||||||||||||
| Net Increase (Decrease) In Cash | ||||||||||||||||
| Cash At The Beginning Of The Period | ||||||||||||||||
| Cash At The End Of The Period | ||||||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||
| Cash paid for interest | $ | $ | $ | $ | ||||||||||||
| Cash paid for taxes | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Dengfeng
Group Limited (previously known as Romulus Corp.) (“the Company”, “we” “us’) was incorporated under
the laws of the State of
On
March 23, 2015, Artem Rusakov sold shares of the Company’s common stock, representing all of the shares of the Company’s
common stock owned by Artem Rusakov, to Eastwin Capital Pte Ltd (“Eastwin”). A change in control of Romulus occurred upon
the transfer of approximately
Also on March 23, 2015, the Company entered into an Agreement and Plan of Merger and Reorganization pursuant to which its wholly-owned subsidiary, Romulus Merger Sub, Inc., a Delaware corporation incorporated on March 20, 2015, will merge with and into Natural Resources Corporation, a Delaware corporation (“NRC”), as a result of which, NRC will be the surviving corporation and a wholly-owned subsidiary of the Company. In the aggregate, holders of the shares of NRC’s common stock will receive approximately common shares of the Company in exchange for all of the outstanding shares of NRC’s common stock. As a result of the Merger, NRC became a wholly-owned subsidiary of the Company.
The Company has been dormant since May 9, 2016.
On November 30, 2020, as a result of a receivership in Clark County, Nevada, Case Number: A-20-816623-B, Custodian Ventures LLC (“Custodian”) was appointed receiver of the Company.
On November 30, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.
On
June 28, 2021, shares of Series A Preferred Stock, $ par value per share of the Company, were transferred from Custodian
Ventures, LLC to Chan Yit Wei, Teh Boo Yim, Falcon Venture Capital Limited, Chan Kim Thiam, and Dengfeng Management Limited (collectively,
the “Purchasers”). As a result,
On June 28, 2021, David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. At the effective date of the transfer, Chan Yit Wei consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.
On September 24, 2021, Romulus Corp. (the “Company”), amended its articles of incorporation change its name to Dengfeng Group Limited.
On
September 24, 2021, the Company amended its articles of incorporation to reverse split its common stock at a rate of
The Company’s year-end is August 31.
| 6 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
Going Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial
statements. As of August 31, 2022, the Company had
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by David Lazar who extended interest-free demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.
Management’s Representation of Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto on August 31, 2022, as presented in the Company’s Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
The Company had
| 7 |
Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the Company’s operations.
NOTE 3 – EQUITY
Common Stock
The Company has authorized shares of $ par value, common stock. As of May 31, 2023 and August 31, 2022, respectively, there were shares of Common Stock issued and outstanding.
| 8 |
NOTE 4 – RELATED PARTY NOTES PAYABLE
All
of the Company’s financing has come subsequent to August 31, 2022 from its controlling shareholders. As of May 31, 2023 controlling
shareholders had lent $
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The
Company did
NOTE 6 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as follows:
On
April 19, 2021 the Company designated shares of a new class of Series A Preferred Stock with a par value of $. These
shares were awarded to Custodian Ventures in return for the payment of a judgement of $
On
June 28, 2021 the Company entered into a Stock Purchase Agreement with the Purchasers. Pursuant to the Agreement, the Company agreed
to sell to the Purchasers shares of Series A Preferred Stock, par value $ per share of Romulus Corp, for aggregate proceeds
equal to $
| 9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Organizational History of the Company and Overview
No Current Operations
Plan of Operation
The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.
Management intends to explore and identify business opportunities within the Asia including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting and familiar with Asia Pacific markets, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”
We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.
Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.
We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.
| 10 |
Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
Off-Balance Sheet Arrangements
None.
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information called for by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
| 11 |
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
| ● | provide 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 authorizations of our management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of May 31, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:
| ● | The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources. | |
| ● | The Company does not have an independent board of directors or an audit committee. | |
| ● | The Company does not have written documentation of our internal control policies and procedures. | |
| ● | All of the Company’s financial reporting is carried out by a financial consultant. |
We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.
Changes in Internal Control over Financial Reporting.
There have been no change in our internal control over financial reporting during the year August 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 12 |
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.
Item 1A. Risk Factors.
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the period ended August 31, 2022 filed May 31, 2023 which sections are incorporated by reference into this report, as the same may be updated from time to time. Prospective investors are encouraged to consider the risks described in our 2022 Form 10-K, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the 2022 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
| 13 |
Item 6. Exhibits.
The exhibits listed on the Exhibit Index below are provided as part of this report.
| Exhibit No. | Description | |
| 31.1* | Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. | |
| 32.1* | Certification 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, as amended. | |
| 101.INS* | Inline XBRL INSTANCE | |
| 101.SCH* | Inline XBRL TAXONOMY EXTENSION SCHEMA | |
| 101.CAL* | Inline XBRL TAXONOMY EXTENSION CALCULATION | |
| 101.DEF* | Inline XBRL TAXONOMY EXTENSION DEFINITION | |
| 101.LAB* | Inline XBRL TAXONOMY EXTENSION LABELS | |
| 101.PRE* | Inline XBRL TAXONOMY EXTENSION PRESENTATION | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 14 |
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.
| Dengfeng Group Limited | ||
| Dated: June 16, 2023 | By: | /s/ Chan Yit Wei |
| Chan Yit Wei | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| 15 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
I, Chan Yit Wei, certify that:
1. I have reviewed this Quarterly report on Form 10-Q of Dengfeng Group Limited;
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 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 quarter 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 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: June 16, 2023 | By: | /s/ Chan Yit Wei |
| Chan Yit Wei | ||
| Chief Executive Officer |
Exhibit 32.1
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 of Dengfeng Group Limited (the “Company”) on Form 10-Q for the year ended May 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chan Yit Wei, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (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: June 16, 2023 | By: | /s/ Chan Yit Wei |
| Chan Yit Wei | ||
| Chief Executive Officer |
Balance Sheets (Unaudited) - USD ($) |
May 31, 2023 |
Aug. 31, 2022 |
|---|---|---|
| ASSETS | ||
| Total Assets | ||
| Current liabilities | ||
| Accounts payable | 3,719 | 3,719 |
| Loan form shareholder | 60,102 | 32,602 |
| Notes payable related parties | 12,795 | 12,795 |
| Total liabilities | 76,616 | 49,116 |
| Commitments and Contingencies | ||
| Stockholders’ Equity | ||
| Common stock, Par Value $0.001, 500,000,000 shares authorized 11,020,000 issued and outstanding as of May 31, 2023, and August 31, 2022 respectively | 11,020 | 11,020 |
| Additional paid in capital | 35,392 | 35,392 |
| Accumulated deficit | (123,028) | (95,528) |
| Total Stockholders’ (Deficit) | (76,616) | (49,116) |
| Total Liabilities and Stockholders’ (Equity) |
Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
May 31, 2023 |
Aug. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorised | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 11,020,000 | 11,020,000 |
| Common stock, shares outstanding | 11,020,000 | 11,020,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
May 31, 2023 |
May 31, 2022 |
May 31, 2023 |
May 31, 2022 |
|
| Income Statement [Abstract] | ||||
| Revenue | ||||
| Operating Expenses: | ||||
| Administrative expenses | 27,500 | 600 | 27,500 | 6,571 |
| Total operating expenses | 27,500 | 600 | 27,500 | 6,571 |
| (Loss) from operations | (27,500) | (600) | (27,500) | (6,571) |
| Other expense | ||||
| Other (expense) net | ||||
| Income (loss) before provision for income taxes | (27,500) | (600) | (27,500) | (6,571) |
| Provision for income taxes | ||||
| Net (Loss) | $ (27,500) | $ (600) | $ (27,500) | $ (6,571) |
| Basic and diluted earnings(loss) per common share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted average number of shares outstanding | 11,020,000 | 11,020,000 | 11,020,000 | 11,020,000 |
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|
| Balance at Aug. 31, 2022 | $ 11,020 | $ 35,392 | $ (95,528) | $ (49,116) |
| Balance, shares at Aug. 31, 2022 | 11,020,000 | |||
| Net loss | ||||
| Balance at Nov. 30, 2022 | $ 11,020 | 35,392 | (95,528) | (49,116) |
| Balance, shares at Nov. 30, 2022 | 11,020,000 | |||
| Balance at Aug. 31, 2022 | $ 11,020 | 35,392 | (95,528) | (49,116) |
| Balance, shares at Aug. 31, 2022 | 11,020,000 | |||
| Net loss | (27,500) | |||
| Balance at May. 31, 2023 | $ 11,020 | 35,392 | (123,028) | (76,616) |
| Balance, shares at May. 31, 2023 | 11,020,000 | |||
| Balance at Nov. 30, 2022 | $ 11,020 | 35,392 | (95,528) | (49,116) |
| Balance, shares at Nov. 30, 2022 | 11,020,000 | |||
| Net loss | ||||
| Balance at Feb. 28, 2023 | $ 11,020 | 35,392 | (95,528) | (49,116) |
| Balance, shares at Feb. 28, 2023 | 11,020,000 | |||
| Net loss | (27,500) | (27,500) | ||
| Balance at May. 31, 2023 | $ 11,020 | $ 35,392 | $ (123,028) | $ (76,616) |
| Balance, shares at May. 31, 2023 | 11,020,000 |
Statements of Cash Flows (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
May 31, 2023 |
Feb. 28, 2023 |
Nov. 30, 2022 |
May 31, 2022 |
May 31, 2023 |
May 31, 2022 |
|
| Cash Flows From Operating Activities: | ||||||
| Net loss | $ (27,500) | $ (600) | $ (27,500) | $ (6,571) | ||
| Changes in operating assets and liabilities | ||||||
| Accounts payable | ||||||
| Net cash provided by (used for) operating activities | (27,500) | (600) | (27,500) | (6,571) | ||
| Cash Flows From Investing Activities: | ||||||
| Net cash provided by (used for) investing activities | ||||||
| Cash Flows From Financing Activities: | ||||||
| Notes payable related parties | 27,500 | 600 | 27,500 | 6,571 | ||
| Net cash provided by (used for) financing activities | 27,500 | 600 | 27,500 | 6,571 | ||
| Net Increase (Decrease) In Cash | ||||||
| Cash At The Beginning Of The Period | ||||||
| Cash At The End Of The Period | ||||||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for interest | ||||||
| Cash paid for taxes | ||||||
ORGANIZATION AND DESCRIPTION OF BUSINESS |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Dengfeng Group Limited (previously known as Romulus Corp.) (“the Company”, “we” “us’) was incorporated under the laws of the State of Nevada on April 16, 2013. The Company was originally formed to commence operations in the business of placing and operating coin operated machines. The Company has not generated any revenue since inception.
On March 23, 2015, Artem Rusakov sold shares of the Company’s common stock, representing all of the shares of the Company’s common stock owned by Artem Rusakov, to Eastwin Capital Pte Ltd (“Eastwin”). A change in control of Romulus occurred upon the transfer of approximately 72.59% of the ownership of Romulus from Artem Rusakov to Eastwin.
Also on March 23, 2015, the Company entered into an Agreement and Plan of Merger and Reorganization pursuant to which its wholly-owned subsidiary, Romulus Merger Sub, Inc., a Delaware corporation incorporated on March 20, 2015, will merge with and into Natural Resources Corporation, a Delaware corporation (“NRC”), as a result of which, NRC will be the surviving corporation and a wholly-owned subsidiary of the Company. In the aggregate, holders of the shares of NRC’s common stock will receive approximately common shares of the Company in exchange for all of the outstanding shares of NRC’s common stock. As a result of the Merger, NRC became a wholly-owned subsidiary of the Company.
The Company has been dormant since May 9, 2016.
On November 30, 2020, as a result of a receivership in Clark County, Nevada, Case Number: A-20-816623-B, Custodian Ventures LLC (“Custodian”) was appointed receiver of the Company.
On November 30, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.
On June 28, 2021, shares of Series A Preferred Stock, $ par value per share of the Company, were transferred from Custodian Ventures, LLC to Chan Yit Wei, Teh Boo Yim, Falcon Venture Capital Limited, Chan Kim Thiam, and Dengfeng Management Limited (collectively, the “Purchasers”). As a result, the Purchasers became approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder.
On June 28, 2021, David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. At the effective date of the transfer, Chan Yit Wei consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.
On September 24, 2021, Romulus Corp. (the “Company”), amended its articles of incorporation change its name to Dengfeng Group Limited.
On September 24, 2021, the Company amended its articles of incorporation to reverse split its common stock at a rate of 1 for 100.
The Company’s year-end is August 31.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of August 31, 2022, the Company had no cash and an accumulated deficit of $95,528.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by David Lazar who extended interest-free demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.
Management’s Representation of Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto on August 31, 2022, as presented in the Company’s Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had no cash on hand as of May 31, 2022, and August 31, 2020, respectively.
Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the Company’s operations.
|
EQUITY |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Equity [Abstract] | |
| EQUITY | NOTE 3 – EQUITY
Common Stock
The Company has authorized shares of $ par value, common stock. As of May 31, 2023 and August 31, 2022, respectively, there were shares of Common Stock issued and outstanding.
|
RELATED PARTY NOTES PAYABLE |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Debt Disclosure [Abstract] | |
| RELATED PARTY NOTES PAYABLE | NOTE 4 – RELATED PARTY NOTES PAYABLE
All of the Company’s financing has come subsequent to August 31, 2022 from its controlling shareholders. As of May 31, 2023 controlling shareholders had lent $12,795 to the Company in the form of an interest-free demand loan. As of May 31, 2023 there was a loan from shareholder amounting to $60,102.
|
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments as of May 31, 2023 and August 31, 2022.
|
SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as follows:
On April 19, 2021 the Company designated shares of a new class of Series A Preferred Stock with a par value of $. These shares were awarded to Custodian Ventures in return for the payment of a judgement of $4,450 that Custodian Ventures had against the Company and as a repayment for services provided and for funds loaned to the Company.
On June 28, 2021 the Company entered into a Stock Purchase Agreement with the Purchasers. Pursuant to the Agreement, the Company agreed to sell to the Purchasers shares of Series A Preferred Stock, par value $ per share of Romulus Corp, for aggregate proceeds equal to $260,000.
Each share of Series A Preferred Stock is convertible into 10 (ten) shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
|---|---|
May 31, 2023 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
|
| Going Concern | Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of August 31, 2022, the Company had no cash and an accumulated deficit of $95,528.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by David Lazar who extended interest-free demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.
|
| Management’s Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto on August 31, 2022, as presented in the Company’s Annual Report on Form 10-K.
|
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
|
| Cash and cash equivalents | Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had no cash on hand as of May 31, 2022, and August 31, 2020, respectively.
|
| Income taxes | Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
|
| Net Loss per Share |
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
|
| Recent Accounting Pronouncements | Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the Company’s operations. |
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares |
9 Months Ended | ||||
|---|---|---|---|---|---|
Sep. 24, 2021 |
Jun. 28, 2021 |
Mar. 23, 2015 |
May 31, 2023 |
Apr. 19, 2021 |
|
| Incorporated country | NV | ||||
| Incorporation date | Apr. 16, 2013 | ||||
| Reverse stock split | 1 for 100 | ||||
| Series A Preferred Stock [Member] | |||||
| Preferred stock shares issued | 10,000,000 | ||||
| Preferred stock par value | $ 0.001 | $ 0.0001 | |||
| Preferred stock voting rights | the Purchasers became approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. | ||||
| Eastwin Capital Pte Ltd [Member] | |||||
| Number of common stock sold | 8,000,000 | ||||
| Percentage of ownership transferred | 72.59% | ||||
| Natural Resources Corporation [Member] | |||||
| Number of common stock | 124,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
May 31, 2023 |
Aug. 31, 2022 |
May 31, 2022 |
Aug. 31, 2020 |
|---|---|---|---|---|
| Accounting Policies [Abstract] | ||||
| Cash | $ 0 | $ 0 | $ 0 | |
| Accumulated deficit | $ 123,028 | $ 95,528 |
EQUITY (Details Narrative) - $ / shares |
May 31, 2023 |
Aug. 31, 2022 |
|---|---|---|
| Equity [Abstract] | ||
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Common stock par value | $ 0.001 | $ 0.001 |
| Common stock shares issued | 11,020,000 | 11,020,000 |
| Common stock shares outstanding | 11,020,000 | 11,020,000 |
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) |
May 31, 2023 |
Aug. 31, 2022 |
|---|---|---|
| Debt Disclosure [Abstract] | ||
| Notes payable related parties | $ 12,795 | $ 12,795 |
| Loan from shareholder | $ 60,102 |
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) |
May 31, 2023 |
Aug. 31, 2022 |
|---|---|---|
| Commitments and Contingencies Disclosure [Abstract] | ||
| Contractual commitments | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narrative) - USD ($) |
Jun. 28, 2021 |
Apr. 19, 2021 |
|---|---|---|
| Stock issued for service, value | $ 4,450 | |
| Conversion of stock, description | Each share of Series A Preferred Stock is convertible into 10 (ten) shares of common stock | |
| Series A Preferred Stock [Member] | ||
| Designated shares | 10,000,000 | |
| Preferred stock par value | $ 0.001 | $ 0.0001 |
| Preferred stock shares issued | 10,000,000 | |
| Proceeds from equity | $ 260,000 |
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