Pedro's List, Inc. - Quarter Report: 2023 July (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-Q 

☒      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

FOR THE QUARTERLY PERIOD ENDED

July 31, 2023 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

Commission file number 333-201215 

I.R.S. Employer Identification No. 32-0450509 

PEDRO’S LIST, INC.

(Exact name of registrant as specified in its charter)

 Nevada
(State or other jurisdiction of incorporation or organization)

 11700 West Charleston Blvd.

Suite 170-174

Las Vegas, NV 89135

(Address of principal executive offices, including zip code.)

 (702) 985-7544
(Telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act: 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. Yes[X] 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 for such shorter period that the registrant was required to submit and post such files). Yes [X ] 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 63,593,986 shares of common stock as of the date of September 14, 2023.

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PEDRO’S LIST, INC.

July 31, 2023

FORM 10-Q 

TABLE OF CONTENTS 

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ITEM 1.     FINANCIAL STATEMENTS 

PEDRO’S LIST, INC.  

INDEX TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)  

TABLE OF CONTENTS  

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The accompanying footnotes are an integral part of these unaudited condensed financial statements.

4 

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

5 

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

6

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

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PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022

NOTE 1- Business, Basis of Presentation and Significant Accounting Policies

Nature of Operations

Pedro’s List, Inc., formerly known as Quest Management, Inc. (the “Company”) was incorporated in the State of Nevada on October 12, 2014. The Company originally intended to engage in the business of development of marketing channels to distribute fitness equipment to the wholesale market in the United States. The Company acquired Pedro’s List U.S. L.L.C. on May 23, 2022 through the exchange of 20,000 shares of its common stock and is entering into the business of offering an online service to consumers looking for credible and reputable home service and repair providers in Mexico. This acquisition was treated as a purchase with Pedro’s List, Inc. being the Acquirer.

The Company may continue to seek the acquisition of other business activities and the related capital needed to enter into an activity to bring operations that would be profitable and increase the value to the shareholders. The activities may be in the industries currently or previously pursued, but it is not known at this point in time, and the current operations will be financed by its parent company and/or debts incurred by the Company.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in US dollars. The Financial Statements and related disclosures as of October 31, 2022 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All other periods presented in these financial statements are unaudited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Quest Management,” “we,” “us,” “our” or the “Company” are to Pedro’s List, Inc.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  

Revenue Recognition

The Company applies ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company will recognize revenue from the sale of our exercise equipment by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue as each performance obligation is satisfied.

Advertising

Advertising costs are expensed as incurred.  Advertising expenses for the nine months ended July 31, 2023 and 2022 were $0.

PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 22, 2022

NOTE 1 – Business, Basis of Presentation and Significant Accounting Policies (Continued)

Intangibles with Finite Lives

The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment, where applicable to all long-lived assets. FASB ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360-10. FASB ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

The Company does not amortize any intangible assets with finite lives.

Goodwill and intangible assets are reviewed for potential impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Management determined an impairment adjustment related to these intangibles was necessary at October 31, 2022. The Company impaired the goodwill allocated from the purchase of its Subsidiary in the amount of $647,739.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under US GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use

of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022

NOTE 1 – Business, Basis of Presentation and Significant Accounting Policies (Continued)

 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 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. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.   As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has chosen to “opt out” of such extended transition period, and as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

Income Taxes

The Company accounts for income taxes under ASC 740-10-30, Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted ASC 740-10-25, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Loss Per Share

Net loss per common share is computed pursuant to ASC 260-10-45, Earnings Per Share.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period, unless their effect is anti-dilutive due to continuing losses.  There were no potentially dilutive shares outstanding as of April 30, 2023 and October 31, 2022, respectively 

PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022

j NOTE 1 – Business, Basis of Presentation and Significant Accounting Policies (Continued)

Principles of Consolidation

The consolidated financial statements include the accounts of Pedro’s List, Inc. and its wholly owned Subsidiary Pedro’s List U.S. L.L.C. All intercompany transactions are eliminated in consolidation. 

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations or financial position.

NOTE 2 – Financial Condition and Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had limited operations during the period from October 12, 2014 (date of inception) to July 31, 2023 resulted in an accumulated deficit of $2,180,714. As of July 31, 2023, the Company had a working capital deficit of $374,699. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds through equity and/or debt offerings.  However, there can be no assurance management will be successful in its endeavors.  Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements.  To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not available to the Company, it may be required to curtail its operations. 

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PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022 

NOTE 3 – Acquisition

Effective May 23, 2022 acquired all membership interests in Pedro’s List U.S. L.L.C.(“PLLLC”).

The purchase price for the acquisition of PLLLC was the issuance of 20,000 shares of the Company’s common stock at $27.50 per share and the assumption of the net liabilities of PLLLC. One hundred percent of the purchase price was allocated to goodwill.  

The allocation of the purchase price and the estimated fair market values of the assets acquired, and liabilities assumed are shown below. 

NOTE 4 – Notes Payable

The Company’s debt consists of the following: 

Interest expense was $20,000 for the nine months ended July 31, 2023 and a total of $0 is due on the above notes at July 31, 2023. The accrued interest was converted into common stock with the principle of the note due on March 1, 2023.

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PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022 

NOTE 5 – Note Payable -Related Party

The Company’s related party debt consists of the following:

Interest expense was $1,153 for the nine months ended July 31, 2023 and a total of $0 is due on the above notes at July 31, 2023 The accrued interest was contributed into additional paid-in capital with the principle of the note on February 1, 2023.

NOTE 6 – Capital Stock

The Company on February 22, 2023 amended its Articles of Incorporation by changing its Par Value to $.00001 from $.001. This change has been retroactively restated for prior periods in the financial statements. The Company increased its authorized stock from 750,000,000 to 875,000,000 with 750,000,000 being authorized common stock and 125,000,000 preferred stock. The Company designated 10,000,000 shares of the authorized preferred stock into a Series A that is convertible into Common Stock of the Company at 25 shares of Common Stock for 1 share of Preferred Stock.

The Company on May 23, 2022 issued 20,000 shares of its common stock valued at $27.50 per share for the acquisition of Pedro’s List U.S. L.L.C. This transaction was determined to be an acquisition for accounting purposes with Pedro’s List, Inc. being the Acquirer.

The Company on October 11, 2022 issued 50,000,000 shares of its common stock valued at $.001 per share for services.

The Company reverse split its common stock on a one for five thousand basis in early August. This split has been retroactively reflected in these financial statements. 

The Company issued in November 12,500,000 shares of common stock for $4,375 of a note payable to a related party. The Company recorded a $8,125 loss on this transaction.

An Officer and Director contributed a note payable of $25,000 plus $6,515 to additional paid-in capital on February 1, 2023.

A note payable of $50,000 plus $25,000 of accrued interest was converted into 50,000 shares of common stock on March 1, 2023.

A note payable of $100,000 was converted into 200,000 shares of common stock on March 1, 2023.

The Company had $35,000 in cash proceeds from the sale of 170,099 shares of its common stock during the quarter ended July 31, 2023. 

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.

PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022

NOTE 7 – Forgiveness of Debt

Two noteholders released the Company from any obligation on their notes totaling $16,150.

NOTE 8 – Contingencies and Commitments

The Company follows ASC 440 & ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.  

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates. 

The effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of Covid-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate under the going concern. It is highly likely that our company will have issues relating to the current situation that need to be considered by management. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due. 

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PEDRO’S LIST, INC.

(Formerly Quest Management, Inc.)

Notes to Condensed Consolidated Unaudited Financial Statements

July 31, 2023 and October 31, 2022

NOTE 9 – Related Party Transactions

A loan amount of $12,500 was due to Custodian of the company on a note payable. The note payable is non-interest bearing, unsecured and is payable on demand. The Company issued 12,500,000 shares of its common stock for $4,375 of the note payable and recorded an $8,125 loss on the transaction.

The Company issued on October 11, 2022 10,000,000 shares to an officer and director of the company valued at $.001 per share for past services.

A note payable in the amount of $25,000 is due to an individual that came onto the Board of Directors October 11, 2022. This amount was reclassified from the regular notes payable to related parties. The note of $25,000 plus accrued interest expense of $6,515 was contributed to additional paid-in capital on February 1, 2023.

NOTE 10 – Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 31, 2023 through the date these financial statements were issued and has determined that it has two material subsequent events to disclose in these financial statements.

The Company took in $25,000 in July of 2023 under a Stock Purchase Agreement for the purchase of 55,000 shares of the Company’s common stock. The common shares have yet to be issued.

 The Company took in $25,000 in August of 2023 under a Stock Purchase Agreement for the purchase of 22,500 shares of the Company’s common stock. The common shares have yet to be issued.

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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking Statements

Statements made in this Quarterly Report, which are not purely historical, are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operation

In May 2022, we acquired Pedro’s List, LLC which is in the technology business to provide online service to consumers in the Mexican market.

Our plan of operation for the next 12 months is to: (i). execute on the proof of concept and differentiators, (ii) establish the market for our services (iii) assemble a team of highly skilled and experienced people (iii) execute the technology and establish a revenue base for our services. During the next 12 months, our cash requirements include expenses to market our technology; expenses to set up facilities and systems set ups to provide the services to the consumers; the payment of our SEC reporting and filing expenses, including associated legal and accounting fees; and costs incident to maintaining our good standing as a corporation in our state of organization. We anticipate that we will need to raise additional equity funds to successfully commence and operate not only our online technologies but create a system of providers to the consumer. We have no commitment to raise any additional funds at the present time, and we can offer no assurance that we will be able to raise additional funds on terms acceptable to the Company.

Liquidity and Capital Resources

As of July 31, 2023, we had total current assets of $2,953 consisting of $2,953 in cash. We had $377,652 in total current liabilities as of July 31, 2023.  Our total current liabilities of $377,652 consisted of notes payable $244,660, notes payable-related party of $8,125, accounts payable and accrued expenses of $39,574, accounts payable and accrued expenses-Related parties of $60,293 and deposits for purchase of common stock of $25,000. See our Plan of Operation above for information about our cash requirements for the next 12 months.

For a description of the various loans that the Company has outstanding see footnotes 4 and 5 to the Company’s financial statements included herein. The Company intends to repay these loans from future revenues and offerings of capital raises, though none have been formally established at the date of this report.

See the Exhibit Index below to determine where copies of the various promissory notes and/or amendments are located. The Company may seek additional loans from third parties on the same or similar terms in the near future on a as needed basis, but the Company can offer no assurance that additional funds will be available to the Company.

The Company received an additional $25,000 in August 2023 to purchase newly issued restricted common stock from the Company.

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Results of Operations

Three months Ended July 31, 2023 and Three Months Ended July 31, 2022

We had no revenues during the quarter ended July 31, 2023.  

We incurred general and administrative expenses of $118,781 for the quarter ended July 31, 2023, an increase of $26,256 from the $92,525 of general and administrative expenses incurred during the quarter ended July 31, 2022. The increase was due to increases in consulting fees paid to the management of the Company. The other increases were due to professional fees paid and IT consultants.  

We incurred interest expenses of $0 in the quarter ended July 31, 2023, a decrease of $1,070 from $1,070 of interest expense incurred in the quarter ended July 31, 2022. The decrease is due to the decrease in the aggregate principal balance of the notes payable in the later period from the conversion of the borrowings into common stock.

Certain note holders in the quarter ended July 31, 2023, forgave their notes in the amount of $16,150.

We incurred a net loss of $102,631 or approximately $0.00 per share, in the quarter ended July 31, 2023, which is $638,703 than the net loss of $741,334 incurred in the quarter ended July 31, 2022.  The decrease in the net loss incurred in the later period is largely attributable to the impairment loss of $647,739 incurred in the quarter ended July 31, 2022.

Capital Resources

Three months Ended July 31, 2023 and Three Months Ended July 31, 2022

The cash flows from operating activities during the quarter ended July 31, 2023, consisted of the following: The net loss of $102,632 partially offset by $16,150 from the non-cash forgiveness of notes payable, a $23,741 decrease in accounts payable and accrued expenses, a increase in accounts payable and accrued expenses-Related parties of $52,994 and an increase in deposits for the purchase of common stock of $25,000, resulting in net cash used in operating activities of $32,229.

The cash flows from operating activities during the prior quarter ended July 31, 2022, consisted of the following: The net loss of $690,379 partially offset by a non-cash impairment loss of $647,739, an increase of $33,765 in accounts payable and accrued expenses and an increase in accounts payable and accrued expenses-Related parties of $8,000, resulting in net cash used in operating activities of $875.

The cash flows from financing activities during the quarter ended July 31, 2023, consisted of the following: We received proceeds from the sale of newly issued common stock in the amount of $35,000, resulting in net cash provided by financing activities of $35,000.

The cash flows from financing activities during the quarter ended July 31, 2022, were $1,000 from an increase in notes payable of $1,000.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has sustained operating losses during the current year-to-date and may not achieve the level of profitable operations to sustain its activities.  These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds to fund operations for the next 12 months through proceeds to be received from the raising funds through equity and/or debt offerings.  However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

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There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements.  To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not available to the Company, it may be required to curtail its operations.

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.   As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Smaller reporting companies are not required to provide the information required by this item. 

ITEM 4.     CONTROLS AND PROCEDURES. 

Evaluation of Disclosure Controls and Procedures 

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at July 31, 2023, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by our principal executive officer and our principal financial officer. Based on this evaluation our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company 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 SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management believes that despite our material weaknesses set forth above, our consolidated financial statements for the quarter ended July 31, 2023, are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

During the quarter ended July 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 

None. 

ITEM 1A. RISK FACTORS 

As a smaller reporting company, we are not required to provide the information required by this item. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  

None. 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 

None. 

ITEM 4. MINE SAFETY DISCLOSURES 

N/A 

ITEM 5. OTHER INFORMATION 

None. 

ITEM 6.     EXHIBITS. 

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference, and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-201215, at the SEC website at www.sec.gov: 

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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.