10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended

June 30, 2022

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: 333-263405

 SOUND CAVE TECHNOLOGY INC.

 (Exact name of registrant as specified in its charter)

Wyoming	2389	37-2028652
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

43 Cathy Jean Crescent

Toronto, Ontario M9V 4T2

Tel: (417) 322-6228

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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 ☐ No

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 (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) ☐ Yes ☒ No

The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of August 15, 2022 was 10,000,000.

Item 1. Financial Statements

Sound Cave Technology Inc.

Balance Sheet

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,230		$	768
Total current assets		3,230			768
Total assets	$	3,230		$	768
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,839		$	1,000
Accrued expenses		2,330			2,500
Due to related party		13,986			2,000
Total current liabilities		18,155			5,500
Total liabilities	$	18,155		$	5,500
STOCKHOLDERS’ DEFICIT:
Preferred stock: $0.0001 par value, 100,000,000 shares authorized, none issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.	$	-		$	-
Common stock: $0.0001 par value, 250,000,000 shares authorized, 10,000,000 shares issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.		1,000			1,000
Additional paid-in capital		9,000			9,000
Accumulated deficit		(24,925	)		(14,732	)
Total stockholders’ deficit	$	(14,925	)	$	(4,732	)
Total liabilities and stockholders’ deficit	$	3,230		$	768

The accompanying notes are an integral part of these financial statements.

2

Sound Cave Technology Inc.

 Statement of Operations (Unaudited)

	For the three months ended June 30, 2022			From May 19, 2021 (Inception) to June 30, 2021			For the six months ended June 30, 2022
REVENUE	$	-		$	-		$	-
OPERATING EXPENSES:
Electronic components and fabric		-			-			137
General and administration expenses		65			139			663
Professional fees		4,689			-			9,393
Stock based compensation		-			10,000			-
Total operating expenses	$	4,754		$	10,139		$	10,193
Net loss before taxes	$	(4,754	)	$	(10,139	)	$	(10,193	)
Income tax		-			-			-
Net loss	$	(4,754	)	$	(10,139	)	$	(10,193	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares of common stock outstanding - basic and diluted		10,000,000			10,000,000			10,000,000

The accompanying notes are an integral part of these financial statements.

3

Sound Cave Technology Inc. 

Statement of Stockholders’ Deficit (Unaudited)   

	Common stock				Additional paid-in		Share subscriptions					Total stockholders’
	Number of shares		Amount $		capital $		received $		Deficit $			deficit $
Balance at inception May 19, 2021		-		-		-		-		-			-
Stock issued for services		10,000,000		1,000		9,000		-		-			10,000
Net loss for the period		-		-		-		-		(10,139	)		(10,139	)
Balance, June 30, 2021		10,000,000		1,000		9,000		-		(10,139	)		(139	)
Balance, December 31, 2021		10,000,000		1,000		9,000		-		(14,732	)		(4,732	)
Share subscriptions received		-		-		-		-		-			-
.
Net loss for the period		-		-		-		-		(5,439	)		(5,439	)
Balance, March 31, 2022		10,000,000		1,000		9,000		-		(20,171	)		(10,171	)
Share subscriptions received		-		-		-		-		-			-
Net loss for the period		-		-		-		-		(4,754	)		(4,754	)
Balance, June 30, 2022		10,000,000		1,000		9,000		-		(24,925	)		(14,925	)

The accompanying notes are an integral part of these financial statements. 

4

Sound Cave Technology Inc.

Statement of Cash Flows (Unaudited)

	For the six months ended June 30, 2022			From May 19, 2021 (Inception) to June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(10,193	)	$	(10,139	)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in operating assets and liabilities:
(Decrease) in accrued expenses		(170	)		127
(Decrease) in accounts payable		839			-
Net cash used in operating activities	$	(9,524	)	$	(10,012	)
Cash Flows from Financing Activities:
Proceeds from related party debt		11,986			2,000
Net cash provided by financing activities	$	11,986		$	2,000
Cash Flows from Investing Activities:
Increase in additional paid in capital		-			10,000
Net cash provided by Investing activities	$	-		$	10,000
Net increase (decrease) in cash, cash equivalents and restricted cash		2,462			1,988
Cash, cash equivalents and restricted cash at beginning of the period		768			-
Cash, cash equivalents and restricted cash at end of the period	$	3,230		$	1,988
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements.

5

SOUND CAVE TECHNOLOGY INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Sound Cave Technology Inc. (“the Company”) was incorporated on May 19, 2021, in the State of Wyoming. The Company is in the wearable tech business designing and manufacturing a hoodie with embedded sound.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of June 30, 2022. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the six months ended June 30, 2022.

Cash and Cash Equivalents

 The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,230 and $768 of cash as of June 30, 2022 and December 31, 2021, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. 

6

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash approximates its fair value due to its short-term maturity.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at March 31, 2022, the Company had no items that affected comprehensive loss.

Foreign Currency Translation 

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

7

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 4 – RELATED PARTY TRANSACTIONS 

During the three months ended March 31, 2022, director of the company contributed $9,320 towards operating expenses.

During the three months ended June 30, 2022, director of the company contributed $2,666 towards operating expenses.

As at June 30, 2022 and December 31, 2021, the Company owed $13,986 and $2,000 respectively to Christopher Campbell, founder and director of the Company, which is unsecured, non-interest bearing, and due on demand.

NOTE 5 – STOCKHOLDERS’ EQUITY 

Capital Stock

As of June 30, 2022 and December 31, 2021, the Company’s authorized stock consists of 250,000,000 shares of common stock at a par value of $0.0001 per share and 100,000,000 shares of preferred stock at a par value of $0.0001 per share, respectively.

Preferred Stock

As of June 30, 2022 and December 31, 2021, the Company has no shares of preferred stock issued and outstanding, respectively.

Common Stock

On May 19, 2021, the company issued a total of 10,000,000 common shares to its founder and director, Christopher Campbell for services provided to the Company, valued at a price of $0.001 per share.

As of June 30, 2022 and December 31, 2021, the Company has 10,000,000 shares of common stock issued and outstanding, respectively.

NOTE 6 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after June 30, 2022 through the date of filing this report. Our Registration Statement on Form S-1 was declared effective on May 13, 2022. The Company does not have any additional subsequent event requiring recording or disclosure in the financial statements for the three months ended June 30, 2022.

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Liquidity and Capital Resources

As of June 30, 2022, we had a cash balance and total assets of $3,230 compared to cash and total assets of $768 as at December 31, 2021. The increase in cash and total assets was due to an increase in activity and an increase in shareholder loan from the President and Director. As at June 30, 2022, and December 31, 2021 we had total liabilities of $18,155 and $5,500 respectively. The increase in liabilities was due to an increase in the amount owed to our President and Director of $2,666 for payment of operating expenses and accrued expenses of $2,330 for professional fees related to our quarterly financials and review.

Our working capital deficit was $14,925 as at June 30, 2022 compared to $4,732 as at December 31, 2021. The increase in the working capital deficit was due to the use of cash for our operating activities.

Results of Operations

During the three months ended June 30, 2022, we incurred $5,439 of operating expenditures comprised of general and administrative expenses and professional fees compared to $10,193 for electronic components and fabric, general and administrative expenses and professional fees during the six months ended June 30, 2022.

Cash Flows

During the six months ended June 30, 2022, we used $9,524 of cash for operating activities including prototype development, professional fees and general and administrative expenses.

During the six month period ended June 30, 2022, the Company received proceeds of $11,986 from our President and Director for payment of operating expenses.

We did not have any investing activities during the six months ended June 30, 2022.

Trends

There is no assurance that we will be able to generate cash flows from our operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

9

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

The financial statements as of and for the three months ended June 30, 2022 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

Going Concern

The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $14,925 and has an accumulated deficit of $24,925. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 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.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and 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 periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.

Item 3. Quantitative and Qualitative Disclosure about Market Risk 

None

10

Item 4. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were effective as of June 30, 2022.

Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended June 30, 2022. TR Chadha & Co LLP, our independent auditors, were not required and have not performed an assessment of our internal controls over financial reporting for effectiveness.

11

Part II — OTHER INFORMATION

Item 1. Legal Proceedings 

None.

Item 1A. Risk Factors 

In addition to other information set forth in this report, you should carefully consider the risk factors described in our Registration Statement on Form S-1, which was declared effective on May 13, 2022. Those factors could materially affect our business, financial condition or future results. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a materially adverse effect on our business, financial condition and/or operating results.

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.

Item 6. Exhibits 

No.	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

12

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.

	SOUND CAVE TECHNOLOGY INC.
Date: August 15, 2022	By:	/s/ Christopher Campbell
		Christopher Campbell - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

13

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Christopher Campbell, certify that;

(1)	I have reviewed this Quarterly Report on Form 10-Q of Sound Cave Technology Inc.;
(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)	I am 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 Rule 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of the 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.

Date:  August 15, 2022

	/s/ Christopher Campbell
By:	Christopher Campbell
Title:	Chief Executive Officer and
	Chief Financial Officer

EX-31.1

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Campbell, the Chief Executive Officer and Chief Financial Officer of Sound Cave Technology Inc. (the “Company”), hereby certify 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 my knowledge:

(i)	the Quarterly Report on Form 10-Q of the Company, for the fiscal quarter ended June 30, 2022, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Christopher Campbell
Name:	Christopher Campbell
Title:	Chief Executive Officer and
	Chief Financial Officer
Date:	August 15, 2022

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Cover [Abstract]
Entity Registrant Name	SOUND CAVE TECHNOLOGY INC.
Entity Central Index Key	0001912540
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		10,000,000
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-263405
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	37-2028652
Entity Interactive Data Current	Yes
Entity Address Address Line 1	43 Cathy Jean Crescent
Entity Address City Or Town	Toronto
Entity Address Postal Zip Code	M9V 4T2
City Area Code	417
Local Phone Number	322-6228
Entity Address State Or Province	ON

XML

Balance Sheet - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 3,230	$ 768
Total current assets	3,230	768
Total assets	3,230	768
Current liabilities:
Accounts payable	1,839	1,000
Accrued expenses	2,330	2,500
Due to related party	13,986	2,000
Total current liabilities	18,155	5,500
Total liabilities	18,155	5,500
STOCKHOLDERS' DEFICIT:
Preferred stock: $0.0001 par value, 100,000,000 shares authorized, none issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.	0	0
Common stock: $0.0001 par value, 250,000,000 shares authorized, 10,000,000 shares issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.	1,000	1,000
Additional paid-in capital	9,000	9,000
Accumulated deficit	(24,925)	(14,732)
Total stockholders' deficit	(14,925)	(4,732)
Total liabilities and stockholders' deficit	$ 3,230	$ 768

XML

Balance Sheet (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	10,000,000	10,000,000
Common stock, shares outstanding	10,000,000	10,000,000

XML

Statement of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2022
Statement of Operations (Unaudited)
REVENUE	$ 0	$ 0	$ 0
OPERATING EXPENSES:
Electronic components and fabric	0	0	137
General and administration expenses	139	65	663
Professional fees	0	4,689	9,393
Stock based compensation	10,000	0	0
Total operating expenses	10,139	4,754	10,193
Net loss before taxes	(10,139)	(4,754)	(10,193)
Income tax	0	0	0
Net loss	$ (10,139)	$ (4,754)	$ (10,193)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares of common stock outstanding - basic and diluted	10,000,000	10,000,000	10,000,000

XML

Statement of Stockholders Deficit (Unaudited) - USD ($)	Total	Common Stock	Share Subscriptions Received	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at May. 19, 2021		0
Balance, amount at May. 19, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Stock issued for services, shares		10,000,000
Stock issued for services, amount	10,000	$ 1,000	0	9,000	0
Net loss for the period	(10,139)	$ 0	0	0	(10,139)
Balance, shares at Jun. 30, 2021		10,000,000
Balance, amount at Jun. 30, 2021	(139)	$ 1,000	0	9,000	(10,139)
Balance, shares at Dec. 31, 2021		10,000,000
Balance, amount at Dec. 31, 2021	(4,732)	$ 1,000	0	9,000	(14,732)
Net loss for the period	(5,439)	0	0	0	(5,439)
Share subscriptions received	0	$ 0	0	0	0
Balance, shares at Mar. 31, 2022		10,000,000
Balance, amount at Mar. 31, 2022	(10,171)	$ 1,000	0	9,000	(20,171)
Balance, shares at Dec. 31, 2021		10,000,000
Balance, amount at Dec. 31, 2021	(4,732)	$ 1,000	0	9,000	(14,732)
Net loss for the period	(10,193)
Balance, shares at Jun. 30, 2022		10,000,000
Balance, amount at Jun. 30, 2022	(14,925)	$ 1,000	0	9,000	(24,925)
Balance, shares at Mar. 31, 2022		10,000,000
Balance, amount at Mar. 31, 2022	(10,171)	$ 1,000	0	9,000	(20,171)
Net loss for the period	(4,754)	0	0	0	(4,754)
Share subscriptions received	0	$ 0	0	0	0
Balance, shares at Jun. 30, 2022		10,000,000
Balance, amount at Jun. 30, 2022	$ (14,925)	$ 1,000	$ 0	$ 9,000	$ (24,925)

XML

Statement of Cash Flows (Unaudited) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (10,139)	$ (10,193)
Changes in operating assets and liabilities:
(Decrease) in accrued expenses	127	(170)
(Decrease) in accounts payable	0	839
Net cash used in operating activities	(10,012)	(9,524)
Cash Flows from Financing Activities:
Proceeds from related party debt	2,000	11,986
Net cash provided by financing activities	2,000	11,986
Cash Flows from Investing Activities:
Increase in additional paid in capital	10,000	0
Net cash provided by Investing activities	10,000	0
Net increase (decrease) in cash, cash equivalents and restricted cash	1,988	2,462
Cash, cash equivalents and restricted cash at beginning of the period	0	768
Cash, cash equivalents and restricted cash at end of the period	1,988	3,230
Supplemental Cash Flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

XML

ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2022

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Sound Cave Technology Inc. (“the Company”) was incorporated on May 19, 2021, in the State of Wyoming. The Company is in the wearable tech business designing and manufacturing a hoodie with embedded sound.

XML

GOING CONCERN

6 Months Ended

Jun. 30, 2022

GOING CONCERN

GOING CONCERN

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of June 30, 2022. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the six months ended June 30, 2022.

Cash and Cash Equivalents

 The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,230 and $768 of cash as of June 30, 2022 and December 31, 2021, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash approximates its fair value due to its short-term maturity.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at March 31, 2022, the Company had no items that affected comprehensive loss.

Foreign Currency Translation 

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS 

During the three months ended March 31, 2022, director of the company contributed $9,320 towards operating expenses.

During the three months ended June 30, 2022, director of the company contributed $2,666 towards operating expenses.

As at June 30, 2022 and December 31, 2021, the Company owed $13,986 and $2,000 respectively to Christopher Campbell, founder and director of the Company, which is unsecured, non-interest bearing, and due on demand.

XML

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY 

Capital Stock

As of June 30, 2022 and December 31, 2021, the Company’s authorized stock consists of 250,000,000 shares of common stock at a par value of $0.0001 per share and 100,000,000 shares of preferred stock at a par value of $0.0001 per share, respectively.

Preferred Stock

As of June 30, 2022 and December 31, 2021, the Company has no shares of preferred stock issued and outstanding, respectively.

Common Stock

On May 19, 2021, the company issued a total of 10,000,000 common shares to its founder and director, Christopher Campbell for services provided to the Company, valued at a price of $0.001 per share.

As of June 30, 2022 and December 31, 2021, the Company has 10,000,000 shares of common stock issued and outstanding, respectively.

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after June 30, 2022 through the date of filing this report. Our Registration Statement on Form S-1 was declared effective on May 13, 2022. The Company does not have any additional subsequent event requiring recording or disclosure in the financial statements for the three months ended June 30, 2022.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the six months ended June 30, 2022.

Cash and Cash Equivalents

 The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,230 and $768 of cash as of June 30, 2022 and December 31, 2021, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash approximates its fair value due to its short-term maturity.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at March 31, 2022, the Company had no items that affected comprehensive loss.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents	$ 3,230	$ 768

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Contributed operating expenses	$ 2,666	$ 9,320
Debt from related parties	$ 13,986		$ 2,000

XML

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	May 19, 2021
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	250,000,000	250,000,000
Common stock, issued	10,000,000	10,000,000
Common stock, outstanding	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	100,000,000	100,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Christopher Cambell [Member]
Common stock, par value			$ 0.001
Common stock, issued			10,000,000