Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

CARRIAGE HOUSE EVENT CENTER, INC.: FORM 10-Q - Filed by EDGARhub LLC

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

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2024

OR

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

For the transition period

Commission File No. 333-236117

CARRIAGE HOUSE EVENT CENTER, INC.
(Exact name of the small business issuer as specified in its charter)

Colorado
(State of either jurisdiction of Incorporation or Organization)

558 Castle Pines Parkway, B-4, Suite 140
Castle Pines, CO 80108
(Address of principal executive offices)

303-517-8845
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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 during the preceding 12 months (or for 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 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).

Yes ☐ No ☒

The number of shares of Common Stock, $0.001 par value of the registrant outstanding at November 5, 2024 was 4,450,000.

TABLE OF CONTENTS

PART I.	3
Item 1. Financial Statements.	3
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited)	3
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	6
Notes to Condensed Unaudited Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures About Market Risks.	11
Item 4. Controls and Procedures	11
PART II	12
Item 1. Legal Proceedings.	12
Item 1A. Risk Factors.	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3. Defaults Upon Senior Securities.	12
Item 4. Mine Safety Disclosures.	12
Item 5. Other Information.	12
Item 6. Exhibits.	12
EXHIBIT INDEX	12
SIGNATURES	12

2

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,
		2024			December 31, 2023
Assets		(Unaudited)			(Audited)
Current assets:
Cash	$	32,001		$	29,006
Total current assets		32,001			29,006
Total assets	$	32,001		$	29,006
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	—		$	1,000
Non-current liabilities
Related party debt – long term		180,800			153,800
Total liabilities		180,800			154,800
Commitments and contingencies		—			—
Stockholders’ Deficit:
Preferred stock, $0.001par value; 5,000,000shares authorized; noshares issued and outstanding	—	—
Common stock; $0.001par value; 45,000,000 shares authorized; 4,450,000shares issued and outstanding	4,450	4,450
Additional paid in capital		29,700			29,700
Accumulated deficit		(182,949	)		(159,944	)
Total Stockholders’ Deficit		(148,799	)		(125,794	)
Total Liabilities and Stockholders’ Deficit	$	32,001		$	29,006

See accompanying notes to these unaudited condensed consolidated financial statements.

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CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		For the Three Months Ended			For the Nine Months Ended
		September 30,			September 30,
		2024			2023			2024			2023
Expenses:
General and administrative	$	13,600		$	2,803		$	23,005		$	11,634
Total operating expenses		13,600			2,803			23,005			11,634
Loss before provision for income taxes	(13,600	)	(2,803	)	(23,005	)	(11,634	)
Provision for income taxes		—			—			—			—
Net loss	$	(13,600	)	$	(2,803	)	$	(23,005	)	$	(11,634	)
Net Loss per common share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		4,450,000			4,450,000			4,450,000			4,450,000

See accompanying notes to these unaudited condensed consolidated financial statements.

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CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)

														Total
		Common Stock			Additional Paid			Accumulated			Stockholders’
		Shares			Amount			in Capital			Deficit			Deficit
Balance, December 31, 2023		4,450,000		$	4,450		$	29,700		$	(159,944	)	$	(125,794	)
Net loss		—			—			—			(5,790	)		(5,790	)
Balance, March 31, 2024		4,450,000			4,450			29,700			(165,734	)		(131,584	)
Net loss		—			—			—			(3,615	)		(3,615	)
Balance, June 30, 2024		4,450,000			4,450			29,700			(169,349	)		(135,199	)
Net loss		—			—			—			(13,600	)		(13,600	)
Balance, September 30, 2024	4,450,000	$	4,450	$	29,700	$	(182,949	)	$	(148,799	)

														Total
		Common Stock			Additional Paid			Accumulated			Stockholders’
		Shares			Amount			in Capital			Deficit			Deficit
Balance, December 31, 2022		4,450,000		$	4,450		$	29,700		$	(144,510	)	$	(110,360	)
Net loss		—			—			—			(5,450	)		(5,450	)
Balance, March 31, 2023		4,450,000			4,450			29,700			(149,960	)		(115,810	)
Net loss		—			—			—			(3,381	)		(3,381	)
Balance, June 30, 2023		4,450,000			4,450			29,700			(153,341	)		(119,191	)
Net loss		—			—			—			(2,803	)		(2,803)
Balance, September 30, 2023		4,450,000		$	4,450		$	29,700		$	(156,144	)	$	(121,994	)

See accompanying notes to these unaudited condensed consolidated financial statements.

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CARRIAGE HOUSE EVENT CENTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

CARRIAGE HOUSE EVENT CENTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Nine Months Ended
		September 30,
		2024			2023
Cash flows from operating activities:
Net loss	$	(23,005	)	$	(11,634	)
Adjustments to reconcile net loss to net cash used by operating activities:
Accounts payable		(1,000	)		—
Net cash used by operating activities		(24,005	)		(11,634	)
Cash flows from investing activities:		—			—
Cash flows from financing activities:
Proceeds from related party debt		30,000			55,000
Payments on related party debt		(3,000	)		(3,000	)
Net cash (used) provided by financing activities		27,000			52,000
Net change in cash		2,995			40,366
Cash at beginning of period		29,006			1,440
Cash at end of period	$	32,001		$	41,806
Supplemental schedule of cash flow information:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

See accompanying notes to these unaudited condensed consolidated financial statements.

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Carriage House Event Center, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
September 30, 2024

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Carriage House Events Center, Inc. (the “Company” or “We”) was incorporated under the laws of the State Colorado on June 26, 2010. The Company is developing its planned principal operations.

A new corporation, Blue Carriage Events, Inc. (“Blue Carriage”), was formed under the laws of the State of Colorado in September 2018. Blue Carriage issued the Company 100shares and is a wholly owned subsidiary of the Company.

The Company was formed for the purpose of researching and developing a concept for an Event Center with many additional associated businesses on the same grounds of the Event Center. For several years, the Company did extensive research on Event Centers throughout Colorado, Utah, Nevada and Arizona.

The Covid-19 Pandemic and other circumstances negatively affected the event center business and ultimately our ability to raise capital and move forward with our original business plan. However, now that the Pandemic has subsided, the Company intends to move forward.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2023.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and Blue Carriage Events, Inc., its wholly owned subsidiary. During the nine months ending September 30, 2024 and the year ending December 31, 2023, Blue Carriage has had no transactions and has no bank account.

Recent Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has used mainly related party loans to finance activities during the period from June 26, 2010 (inception) through September 30, 2024, with no resulting revenues. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.The Company’s ability to achieve a level of profitable operations and/or additional financing impacts the Company’s ability to continue as it is presently organized. Management continues to develop its planned principal operations. Should management be unsuccessful in its operating activities, the Company may substantially curtail or terminate its operations. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On June 1, 2023, the Company entered into a letter of intent to purchase an 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona. When completed, the purchase will be funded with common or preferred stock of the Company and debt. It is expected that the transaction may be completed in the fourth quarter of 2024.

Our focus for the fiscal year ending December 31, 2024, will be on continuing our attempt to raise additional capital, increasing research as to the overall concept, contacting companies that could possibly be a part of the Carriage House Event Center concept and completing a transaction on a facility.

If the Company is unable to raise the required funds to fulfill its business plan, the Company may seek other opportunities including a possible merger, acquisition and/or change of our business plan.

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company has entered into promissory notes (each a “Note” and collectively the “Notes”) with related parties, Terayco Enterprises, LTD. (“Terayco”) and A. Terry Ray (“Terry Ray”). Terayco is a corporation owned by Phillip E. Ray, the husband of A. Terry Ray, and A. Terry Ray, the officer and director and principal shareholder of the Company. Venture Vest Capital Corp. is a corporation owned by Philip E. Ray.

The Company received proceeds of $55,000from these parties during the year ended December 31, 2023 and made $13,000in repayments during the year ended December 31, 2023.

In February and March of 2024, an amount of $3,000was repaid to Venturevest Capital Corp. and the Promissory Note of December 31, 2023 in the amount of $47,000was cancelled and a new Promissory Note in the amount of $34,000was made to Venturevest Capital Corp. dated March 31, 2024.

On June 19, 2024, Venturevest Capital Corp. loaned the Company an additional amount of $30,000to be used for working capital for the company. The Company entered into a promissory note with Venturevest Capital Corporation on June 20, 2024, in the amount of $30,000.

As of September 30, 2024, the outstanding promissory notes were consolidated into four new promissory notes.

Issue Date		Maturity Date			September 30, 2024
12/31/2023		12/31/2025		$	26,500			Terayco International, Ltd
12/31/2023		12/31/2025		$	71,000			Terry Ray
12/31/2023		12/31/2025		$	19,300			Terry Ray
3/31/2024		12/31/2025		$	34,000			VentureVest Capital Corp
6/20/2024		12/31/2025		$	30,000			VentureVest Capital Corp
TOTAL				$	180,800

All promissory notes are interest free until December 31,2025 at which time any unpaid balance will bear interest at the rate of 4% per annum.

NOTE 5 — STOCKHOLDERS’ EQUITY

Common Stock

There are 45,000,000shares of Common Stock, $0.001par value, authorized, with 4,450,000shares issued and outstanding at September 30, 2024 and December 31, 2023.

The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore, subject to any preferential dividend rights of outstanding Preferred Stock, which may be authorized and issued in the future. Upon a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further only to the prior rights of any outstanding Preferred Stock which may be authorized and issued in the future.

The holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of Common Stock are, and the shares offered herein will be, when issued and paid for, fully paid and non-assessable. Cumulative voting in the election of directors is not permitted and the holders of a majority of the number of outstanding shares will be in a position to control the election of directors at a general shareholder meeting and may elect all of the directors standing for election. We have no present intention to pay cash dividends to the holders of Common Stock.

Preferred Stock

We have 5,000,000shares of Preferred Stock authorized, none of which have been designated. Noshares are issued and outstanding.

NOTE 6 — SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC 855, Subsequent Events, from the balance sheet date through the date the unaudited consolidated financial statements were issued and has determined that no material subsequent events exist.

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

Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.

Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Business Overview

Carriage House Event Center, Inc. (“we, “us,” “our,” the “Company” or “Carriage House”) was incorporated in the state of Colorado on June 26, 2010. On September 11, 2018, we formed a wholly owned subsidiary company, Blue Carriage Events, Inc.

As of the date of this filing, we have not conducted any business through the Company or through our subsidiary other than research. Our principal executive offices are located at 558 Castle Pines Parkway, B-4, Suite 140, Castle Pines, CO 80108 Telephone 303-517-8845.

We have not generated revenue to date. Our operations since 2010 to date have consisted of extensive research of our concept and filing an S-1 registration statement.

Our independent accountants have expressed a "going concern" opinion on our December 31, 2023 and 2022 audited financial statements.

In 2020, the Company filed an S-1 Registration Statement to register 1,000,000 shares of the Company's common stock to be sold to the public at the price of $0.10 per share for a total of $100,000. The Registration Statement became effective on May 8, 2020.

9

The Company sold 300,000 shares of common stock at $0.10 per share for gross proceeds of $30,000. The shares were sold by the officers and Directors of the Company and no broker commissions were paid. There is no guarantee that additional shares will be sold from the Registration Statement.

Our management and related parties own a majority of the outstanding shares of the Company. As of September 30, 2024, management and affiliates own 4,120,000 shares (92.6%) and shareholders holding the free trading shares own 300,000 shares (6.7%) . As a result, management has the ability to determine the outcome on all matters requiring the approval of our shareholders, including the election of directors and approval of significant corporate transactions.

The Company was formed for the purpose of researching and developing a concept of an Event Center with many additional associated businesses on the grounds of the Event Center. As a result of the Covid-19 Pandemic and other circumstances that have negatively affected the event center business and ultimately our ability to raise capital and move forward with our original business plan. However, now that the Pandemic has subsided, the Company intends to move forward with the original business plan. If the Company is unable to raise the required funds to fulfill its business plan, the Company may seek other opportunities including a possible merger, acquisition and/or change of our business plan.

On June 1, 2023, the Company entered into a letter of intent to purchase an 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona. This is a prime location in the heart of Mesa and would be excellent for servicing a very wide area. In Maricopa County there were 26,272 weddings in 2022 at an average cost of $36,739 ("The Wedding Report") as well as thousands of other types of meetings held in its event centers. When completed, the purchase will be funded with common or preferred stock of the Company and debt. It is expected that the transaction may be completed in the fourth quarter of 2024.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States ("GAAP") requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have not identified any critical accounting estimates. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 2 -Summary of Significant Accounting Policies of our 2023 Annual Report on Form 10-K and Note 2 - Summary of Significant Accounting Policies in the accompanying consolidated interim financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Results of Operations for the Three Months Ended September 30, 2024, compared to the Three Months Ended September 30, 2023.

For the three months ended September 30, 2024 and 2023, we did not earn any revenue.

Operating Expenses

For the three months ended September 30, 2024 and 2023, we had general and administrative expenses of $13,600 and $2,803, respectively, an increase of $10,797 or 385.2% . In the current period we incurred $10,000 of consulting fees that we did not have in the prior period.

Net Loss

For the three months ended September 30, 2024 and 2023, our net loss was $13,600 and $2,803, respectively.

Results of Operations for the Nine Months Ended September 30, 2024, compared to the Nine Months Ended September 30, 2023.

For the nine months ended September 30, 2024 and 2023, we did not earn any revenue.

Operating Expenses

For the nine months ended September 30, 2024 and 2023, we had general and administrative expenses of $23,005 and $11,634, respectively, an increase of $11,371 or 97.7% . In the current period we incurred $10,000 of consulting fees that we did not have in the prior period.

Net Loss

For the nine months ended September 30, 2024 and 2023, our net loss was $23,005 and $11,634, respectively.

Operating Expenses

For the nine months ended September 30, 2024 and 2023, we had general and administrative expenses of $23,005 and $11,634, respectively, an increase of $11,371 or 97.7% . In the current period we incurred $10,000 of consulting fees that we did not have in the prior period.

Net Loss

For the nine months ended September 30, 2024 and 2023, our net loss was $23,005 and $11,634, respectively.

Liquidity and Capital Resources

Our cash balance at September 30, 2024 was $32,001, with $180,800 in loans payable to related parties. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our director, A. Terry Ray, who has agreed to advance funds for operations, however there is no formal commitment, arrangement, or legal obligation to advance or loan funds to us.

Operating Activities

Net cash used in operating activities was $24,005 for the nine months ended September 30, 2024, compared with $11,634 used for operating activities during the nine months ended September 30, 2023.

10

Investing Activities

We neither generated nor used cash in investing activities during the nine months ended September 30, 2024 or 2023.

Financing Activities

During the nine months ended September 30, 2024, we received $30,000 from a related party loan and used $3,000 to repay related party loans compared to receiving $55,000 from related party loans in the prior period.

Going Concern

The accompanying consolidated unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations, and a stockholders' deficit of $148,799 with an accumulated deficit of $182,949 at September 30, 2024. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures during the nine months ended September 30, 2024 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The term “disclosure controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Notwithstanding the identified material weaknesses, management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

11

PART II

ITEM 1. Legal Proceedings

There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.

Item 1A. Risk Factors.

In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under 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.

None

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit No.	Description
31.1	Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS*	Inline XBRL Instance Document(1)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document(1)
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document(1)
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document(1)
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document(1)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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