Pony Group Inc. 10-K

Item 8. Financial Statements and Supplementary Data The financial statements required by this item begin on page F-1 hereof. Index to Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID #6781) F-2 Financial Statements: Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Pony Group Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Pony Group Inc and Subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has an accumulated deficit as of December 31, 2023, recurring net losses and net cash used in operating activities for the year then ended. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audits provide a reasonable basis for our opinion. /s/ YCM CPA, Inc . We have served as the Company’s auditor since 2023. PCAOB ID 6781 Irvine, California March 28, 2024 F- 2 PONY GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2023 December 31, 2022 As restated, see Note 2 Assets Current assets Cash and cash equivalents $ 16,578 $ 33,996 Accounts receivables 20,224 25,633 Other receivables 260 43,344 Operating lease right-of-use assets - 4,316 Total current assets 37,062 107,289 Total assets $ 37,062 $ 107,289 Liabilities and Equity Current liabilities Deferred revenue $ - $ 14,910 Accounts payable - 31,343 Operating lease liabilities - 4,316 Other payable- related parties 503,543 373,867 Other current liability 51,649 58,317 Total current liabilities 555,192 482,753 Total liabilities $ 555,192 $ 482,753 Stockholders’ equity Common stock, $ 0.001 par value; 70,000,000 shares authorized, 11,500,000 shares issued and outstanding as of December 31, 2023 and 2022 11,500 11,500 Additional paid-in capital 176,000 176,000 Accumulated foreign currency exchange gain 18,790 12,935 Accumulated deficit ( 724,420 ) ( 575,899 ) Total stockholders’ equity ( 518,130 ) ( 375,464 ) Total liabilities and Stockholders’ equity $ 37,062 $ 107,289 The accompanying notes are integral to these consolidated financial statements. F- 3 PONY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2023 2022 As restated, see Note 2 Revenue $ 177,570 $ 114,288 Cost of revenue 96,107 77,043 Gross profit 81,463 37,245 Operating expenses General & administrative expenses 229,301 322,787 Total operating expenses 229,301 322,787 Loss from operation ( 147,838 ) ( 285,542 ) Other income (expenses) Other income (expenses) ( 683 ) 1,514 Total other income (expenses) ( 683 ) 1,514 Loss before income taxes ( 148,521 ) ( 284,028 ) Provision for income tax - - Net Loss $ ( 148,521 ) $ ( 284,028 ) Other Comprehensive Income 5,855 11,280 Comprehensive loss $ ( 142,666 ) $ ( 272,748 ) Basic and diluted earnings (loss) per share of common stock $ ( 0.013 ) $ ( 0.025 ) Weighted average number of shares outstanding 11,500,000 11,500,000 The accompanying notes are integral to these consolidated financial statements. F- 4 PONY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2023 and 2022 Common stock Additional Paid-In Subscription received in Accumulated Other Comprehensive Income Accumulated Shares* Amount Capital advance (Loss) Deficit Total Balance as of December 31, 2021 (As restated, see Note 2) 11,500,000 $ 11,500 $ 176,000 $ - $ 1,655 $ ( 291,871 ) $ ( 102,716 ) Cumulative Foreign currency translation adjustment - - - - 11,280 - 11,280 Net Loss - - - $ - - ( 284,028 ) ( 284,028 ) Balance as of December 31, 2022 (As restated, see Note 2) 11,500,000 $ 11,500 $ 176,000 $ - $ 12,935 $ ( 575,899 ) $ ( 375,464 ) Cumulative Foreign currency translation adjustment - - - - 5,855 5,855 Net Loss - - - - ( 148,521 ) ( 148,521 ) Balance as of December 31, 2023 11,500,000 $ 11,500 $ 176,000 $ - $ 18,790 $ ( 724,420 ) $ ( 518,130 ) The accompanying notes are integral to these consolidated financial statements. F- 5 PONY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2023 2022 As restated, see Note 2 Cash flows from operating activities: Net Loss $ ( 148,521 ) $ ( 284,028 ) Changes in operating assets and liabilities: Accounts receivable 5,409 28,722 Other receivable 43,084 ( 43,043 ) Deferred revenue ( 14,910 ) 8,393 Accounts payable ( 31,343 ) ( 5,709 ) Other payable ( 6,668 ) ( 25,675 ) Net cash used in operating activities ( 152,949 ) ( 321,340 ) Cash flows from financing activities: Advance from related party 129,676 78,045 Net cash provided by financing activities 129,676 78,045 Effects of currency translation on cash 5,855 11,280 Net decrease in cash ( 17,418 ) ( 232,015 ) Cash at beginning of the period 33,996 266,011 Cash at end of period $ 16,578 $ 33,996 The accompanying notes are integral to these consolidated financial statements. F- 6 PONY GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES Organization and Operations PONY GROUP INC, (the “Company” or “PONY”) was incorporated on Jan 7, 2019 in the state of Delaware. On March 7, 2019, the Company entered into and a stock purchase agreement with Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED (“Pony HK”), a limited liability company formed under the laws of Hong Kong on April 28, 2016, to acquire 100 % equity ownership of Pony HK. Pony HK provides cross boarder limousine services to its customers and dedicated to developing applications based on Wechat platform. As a result, Pony HK has become the Company’s wholly owned subsidiary. On February 2, 2019, Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC subsidiary of Pony HK. NOTE 2 - Basis of presentation and summary of significant accounting policies Basis of Accounting and Presentation - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Leases- On March 31, 2022, the Company adopted ASU 2016-02, Leases (Topic 842). For all leases that were entered into prior to the effective date of Topic 842, the Company elected to apply the package of practical expedients. Based on this guidance the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statements of operations and comprehensive income (loss). Principles of Consolidation- The consolidated financial statements include the financial statements of PONY GROUP INC and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation. Company Date of establishment Place of establishment Percentage of legal ownership by Wah Fu Principal activities Subsidiaries: Pony HK April 28, 2016 Hong Kong, PRC 100 % Car services Universe Travel February 2, 2019 Mainland, PRC 100 % Car services and Technological development and operation service Cash and Cash Equivalents – For purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents. There is no cash equivalents as of December 31, 2023 and 2022. Accounts Receivable - The customers are required to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the Company extends credit to its group clients. F- 7 As of December 31, 2023 and December 31, 2022, accounts receivable were $ 20,224 and $ 25,633 , respectively. The company considers accounts receivable to be fully collectible and determined that an allowance for doubtful accounts was not necessary. For the year ended December 31, 2023, the following clients accounted for over 10 % of the revenue for the company: Shenzhen Zhongke Hengjin with 27.56 %; Shenzhen Eryuechuer Culture & Technology., Ltd, with 14.17 %; and Shenzhen Shangjia Electronic Technology., Ltd with 11.81 %. The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collections. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive income (loss). Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Revenue Recognition - The Company recognizes revenue in accordance with ASC 606. The core principle of ASC606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifying performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance obligation is satisfied. Our sales arrangements generally ask customers to pay in advance before any services can be arranged. The company recognizes revenue when each performance obligation is satisfied. Documents and terms and the completion of any customer acceptance requirements, when applicable, are used to verify services rendered. The Company has no returns or sales discounts and allowances because services rendered and accepted by customers are normally not returnable. Car service The Company currently provides car services to individual and group travelers. It currently offers carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. It collaborates with car fleet companies and charge a service fee by matching the traveler and the driver. Redefining the user experience, the Company aims to provide its users with comprehensive and convenient service offerings and become a one-stop travel booking resource for travelers. When the traveler selects and initiates a car service request, an estimated service fee is displayed and the traveler can further decide whether to place the service request or not. Once the traveler places the ride service request and the Company accepts the service request, a car service agreement is entered into between the traveler and the Company. Upon completion of the car services, the Company recognizes ride hailing services revenues on a gross basis. Technological development and operation service Revenues from technological development service, including information technology system design and cloud platform development, revenue are recognized monthly by fixed amount based on the contract. From time to time, the Company enters into arrangement to provide technological support and maintenance service of applications to its customers. the Company’s efforts are expended evenly throughout the service period. The revenues for the technological support and maintenance service are recognized over the support and maintenance services period, usually from 3 months to one year. The Company’s contracts have a single performance obligation and are primarily on a fixed-price basis. No significant returns, refund and other similar obligations during each reporting period. F- 8 Cost of revenue – For car services, cost of revenues, which are directly related to revenue generating transactions, primarily consists of driver earnings and driver incentives. For technological development and operation service, cost of revenue includes of the salaries of development department and the service fee paid to third party. Income Taxes – Income tax expense represents current tax expense. The income tax payable represents the amounts expected to be paid to the taxation authority. Hong Kong profits tax has been provided at the rate of 16.5 % on the estimated assessable profit for the period. Value added tax (“VAT”) – Sales revenue derived from the invoiced car service and technological development and operation service is subject to VAT. Prior to that, the Company was subject to a fixed rate of business tax of 3 %. Foreign Currency Translation – Pony HK’s functional currency is the Hong Kong Dollar (HK$) and Universe Travel’s functional currency is the Renminbi (RMB). The reporting currency is that of the US Dollar. Assets, liabilities and equity amounts are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The exchange rates used to translate amounts in HK$ and RMB into USD for the purposes of preparing the financial statements were as follows: December 31, 2023 Balance sheet HK$ 7.81 to US $ 1.00 RMB 7.09 to US $ 1.00 Statement of operation and other comprehensive income HK$ 7.83 to US $ 1.00 RMB 7.08 to US $ 1.00 December 31, 2022 Balance sheet HK$ 7.80 to US $ 1.00 RMB 6.90 to US $ 1.00 Statement of operation and other comprehensive income HK$ 7.83 to US $ 1.00 RMB 6.73 to US $ 1.00 Recent accounting pronouncements The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows . Restatement of Previously Issued Consolidated Financial Statements Restatement Background The Company engaged our current auditor to re-perform an audit on our financial statements as of and for the year ended December 31, 2022. The impact of the restatement on the financial statements as of and for the year ended December 31, 2022 is presented below. F- 9 Restatement Reconciliation Tables The effects of the reclassifications and restatement for the adjustments on the consolidated balance sheets, c onsolidated statements of comprehensive income (loss) and consolidated statements of cash flows are as follows: Consolidated Balance Sheet As of December 31, 2022 As previously reported Restatement adjustments As Restated Assets Current assets Cash and cash equivalents $ 49,803 $ ( 15,807 ) $ 33,996 Accounts receivables 10,723 14,910 25,633 Other receivables 285 43,059 43,344 Other receivables-related parties 8,998 ( 8,998 ) - Operating lease right-of-use assets - 4,316 4,316 Total current assets 69,809 37,480 107,289 Total assets $ 69,809 $ 37,480 $ 107,289 Liabilities and Equity Current liabilities Deferred revenue $ - $ 14,910 $ 14,910 Accounts payable 31,343 - 31,343 Operating lease liabilities - 4,316 4,316 Other payable-related party 378,753 ( 4,886 ) 373,867 Other current liability 15,257 43,060 58,317 Total current liabilities 425,353 57,400 482,753 Total liabilities $ 425,353 $ 57,400 $ 482,753 Stockholders’ equity Common stock 11,500 - 11,500 Additional paid-in capital 176,000 - 176,000 Accumulated foreign currency exchange loss 6,360 6,575 12,935 Accumulated deficit ( 549,404 ) ( 26,495 ) ( 575,899 ) Total stockholders’ equity ( 355,544 ) ( 19,920 ) ( 375,464 ) Total liabilities and stockholders’ equity $ 69,809 37,480 107,289 F- 10 Consolidated Statement of Comprehensive Income For the year ended December 31, 2022 As previously reported Restatement adjustments As Restated Revenue $ 112,844 $ 1,444 $ 114,288 Cost of revenue 45,001 32,042 77,043 Gross profit 67,843 ( 30,598 ) 37,245 Operating expenses General & administrative expenses 318,652 4,135 322,787 R&D expenses 23,816 ( 23,816 ) - Total operating expenses 342,468 ( 19,681 ) 322,787 Loss from operation ( 274,625 ) ( 10,917 ) ( 285,542 ) Other income (expenses) Other income (expense) 5,547 ( 4,033 ) 1,514 Total other income (expense) 5,547 ( 4,033 ) 1,514 Income (Loss) before income taxes ( 269,078 ) ( 14,950 ) ( 284,028 ) Provision for income tax - - Net Loss $ ( 269,078 ) $ ( 14,950 ) $ ( 284,028 ) Other Comprehensive Income - 11,280 11,280 Comprehensive loss ( 269,078 ) ( 3,670 ) ( 272,748 ) Basic and diluted earnings per common share ( 0.023 ) ( 0.002 ) ( 0.025 ) F- 11 Consolidated Statement of Cash Flows For the Year ended December 31, 2022 As previously reported Restatement adjustments As Restated Cash flows from operating activities: Net Loss $ ( 269,078 ) $ ( 14,950 ) $ ( 284,028 ) Changes in operating assets and liabilities: Accounts receivable 37,115 ( 8,393 ) 28,722 Other receivable 16 ( 43,059 ) ( 43,043 ) Deferred revenue - 8,393 8,393 Accounts payable ( 5,709 ) - ( 5,709 ) Other payable ( 87,673 ) 61,998 ( 25,675 ) Net cash used in operating activities ( 325,329 ) 3,989 ( 321,340 ) Cash flow from financing activities: Advance from (repayment to) related party 92,603 ( 14,558 ) 78,045 Net cash provided by financing activities 92,603 ( 14,558 ) 78,045 Effects of currency translation on cash 16,518 ( 5,238 ) 11,280 Net decrease in cash ( 216,208 ) ( 15,807 ) ( 232,015 ) Cash at beginning of the period 266,011 - 266,011 Cash at end of period $ 49,803 $ ( 15,807 ) $ 33,996 F- 12 NOTE 3 - GOING CONCERN The Company had operating losses of $ 148,521 and $ 284,028 during the years ended December 31, 2023 and 2022, respectively. The Company has accumulated deficit of $ 724,420 and working capital deficit of $ 518,130 as of December 31, 2023. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s products, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations. NOTE 4 - RELATED PARTY TRANSACTIONS Wenxian Fan is the founder of our Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief Financial Officer since its inception. Wenxian Fan loaned working capital to Pony HK and Universe Travel with no interest and paid on behalf of the company for the subcontracted services and employee salaries. The Company has the following payables to Ms. Wenxian Fan: December 31, 2023 December 31, 2022 To Wenxian Fan $ 503,543 $ 373,867 Total due to related parties $ 503,543 $ 373,867 Universe Travel entered into a Lease Agreement with Shenzhen Yilutong Technology Co. Ltd (founded by Ms. Wenxian Fan in December 2015.), the Company rented a portion at Engineer Experiment Building, A202, 7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space for a monthly rent of RMB 10,000 (approximately $ 1,408 ). For details please refer to NOTE 7 - LEASES. NOTE 5 - MAJOR SUPPLIERS AND CUSTOMERS The Company purchased majority of its subcontracted services from one major supplier: CHANGYING BUSINESS LIMITED representing 21.31 % and 56.05 % of the total cost for the year ended December 31, 2023 and 2022. The Company had three major customers for the year ended December 31, 2023: Shenzhen Zhongke Hengjin with 27.56 %; Shenzhen Eryuechuer Culture & Technology., Ltd, with 14.17 %; and Shenzhen Shangjia Electronic Technology., Ltd with 11.81 % of the total revenue The Company had two major customers for the year ended December 31, 2022: Shenzhen Shangjia Electronic Technology., Ltd (“Shangjia”) for 50.50 % of revenue and HK Gangjianxiang Trade Co Ltd. (“Gangjianxiang”) for 47.63 % of revenue. NOTE 6 - COMMON STOCK As of December 31, 2023 and 2022, there were 11,500,000 shares of common stock, par value $ 0.001 per share, of the registrant issued and outstanding. F- 13 NOTE 7 - LEASES On March 31, 2022, the Company adopted ASU 2016-02, Leases (ASC Topic 842). For all leases that were entered into prior to the effective date of Topic 842, the Company elected to apply the package of practical expedients. The Company leases office space under non-cancelable operating leases, with terms typically ranging from one to four years . The Company determines whether an arrangement is or includes an embedded lease at contract inception. Operating lease assets and lease liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. Lease expense is recognized on a straight-line basis over the lease term. On March 1, 2022, Universe Travel entered into a Lease Agreement with Shenzhen Yilutong Technology Co. Ltd (founded by Ms. Wenxian Fan in December 2015.), the Company rented a portion at Engineer Experiment Building, A202, 7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space for a monthly rent of RMB 10,000 (approximately $ 1,408 ). The lease term was from March 1, 2022 to March 31, 2023. On April 1, 2023, the Company renewed the lease contract and the lease term was from April 1, 2023 to March 31, 2024. The following tables represent the Company’s lease assets and liabilities as of December 31 2023 and 2022: December 31, 2023 Assets: $ Operating lease right-of-use assets - Liabilities: Operating lease liabilities-current - December 31, 2022 Assets: $ Operating lease right-of-use assets 4,316 Liabilities: Operating lease liabilities-current 4,316 The following tables summarize quantitative information about the Company’s operating lease, under the adoption of ASC 842: December 31, 2023 Weighted Average Remaining Lease Term (Months) - Weighted Average Discount Rate 4.75 % December 31, 2022 Weighted Average Remaining Lease Term (Months) 0.25 Weighted Average Discount Rate 4.75 % Maturities of lease liabilities were as follows: Twelve months ending December 31, 2024 $ 4,225 Total $ 4,225 NOTE 8 - Commitments and Contingencies Legal proceedings From time to time, we may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations. NOTE 9 - SUBSEQUENT EVENTS Management has evaluated subsequent events through March 28, 2024, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2023 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” F- 14 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure On April 6, 2023, the Board of Directors of the Company dismissed Ben Borges CPA PC (“BBCPA”) as the Company’s independent registered public accounting firm. During the fiscal years ended December 31, 2022 and 2021 there have been no (i) disagreements with BBCPA on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which connects with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. The audit reports of BBCPA on the Company’s financial statements as of and for the years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion nor were any such reports qualified or modified as to uncertainty, audit scope or accounting principle.