UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______to _______
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
6770
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
(Address and telephone number of registrant’s executive office)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☐ Yes ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☐ Yes ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The common stocks of the Registrant is not traded therefore there is no aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of August 31, 2021, the last business day of the registrant’s most recently completed fiscal year, as of such date. Solely for the purposes of this disclosure, there are 1,200,000 shares of Preferred Stock with a par value of $0.0001 held by, Mr. Chan Yit Wei, who is an executive officer, director, and beneficial holder of 10% or more of the outstanding common stock of the registrant as of such date and is deemed to be an affiliate.
As of October 15, 2023, the Registrant had shares of common stock issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 provides comprehensive text relating to the rectification and restatement of our previously disclosed financial statements and associated disclosures. This arises due to the identification of the omission of the designation of the Series A Preferred Stock. Additional specifics of these matters are enumerated below.
| 1. | Series A Preferred Stock: |
| ● | The Form 10-Q for the quarter concluding on February 28, 2021, indicates under Note 6 – subsequent events, on April 19, 2021, the Company’s designation of 10,000,000 shares of a new class of Series A Preferred Stock with a par value of $0.0001, awarded to Custodian Ventures against a $4,450 judgment and as reimbursement for services rendered and monies loaned to the Company. | |
| ● | Each share of Series A Preferred Stock is convertible into 10 (ten) shares of common stock. | |
| ● | The Original 10-Q has failed to include such Preferred Stock in the financial statements and relevant notes. | |
| ● | The Company accounted this recognition of preferred stock as equity transaction and accordingly the fair value of preferred stock (assumes full conversion) of preferred stock adjusted against additional paid in capital account. | |
| ● | Consequently, in the Form 8-K dated June 30, 2021, under Item 5.01 Changes in Control of Registrant, it’s delineated that through private transactions conducted on June 28, 2021, the 10,000,000 shares of Preferred Stock were transferred from Custodian Ventures, LLC to specified Purchasers for a consideration of $260,000, sourced from the Purchasers’ personal funds. |
Except as described above, no other amendments are being made to the Original 10-Q. This Amended 10-Q does not reflect events occurring after the filing of the Original 10-Q or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.
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PART I
Item 1. FINANCIAL STATEMENTS
Dengfeng Group Limited
BALANCE SHEETS
(Unaudited)
| May
31, 2021 (restated) | August 31, 2020 | |||||||
ASSETS | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Loan form shareholder | ||||||||
| Notes payable related parties | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, Par Value $, shares authorized issued and outstanding as of May 31, 2021, and August 31, 2020 respectively | ||||||||
| Series A Preferred Stock, Par Value of $, issued and outstanding as of May 31, 2021. Each share of Series A Preferred Stock is convertible into shares of common stock | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ (Equity) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Dengfeng Group Limited
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended May 31, 2021 | Three Months Ended May 31, 2020 | Nine Months Ended May 31, 2021 | Nine Months Ended May 31, 2020 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other expense | ||||||||||||||||
| Other (expense) net | ||||||||||||||||
| Income (loss) before provision for income taxes | $ | ( | ) | $ | ( | ) | $ | |||||||||
| Provision for income taxes | ||||||||||||||||
| Net (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Basic and diluted earnings(loss) per common share | $ | ) | $ | $ | ) | $ | ||||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
Dengfeng Group Limited
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Common Stock |
Preferred Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Value (restated) | Shares (restated) | Value (restated) | Capital (restated) | Deficit (restated) | Equity (restated) | ||||||||||||||||||||||
| Balance, August 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, February 28, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Series A Preferred Stock, designation on April 19, 2021 | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, August 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
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Dengfeng Group Limited
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| May 31, | May 31, | May 31, | May 31, | |||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | |||||||||
| Changes in operating assets and liabilities | ||||||||||||||||
| Accounts payable | ( | ) | ||||||||||||||
| Net cash provided by (used for) operating activities | ( | ) | ( | ) | ||||||||||||
| Cash Flows From Investing Activities: | ||||||||||||||||
| Net cash provided by (used for) investing activities | ||||||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||||
| Notes payable related parties | ||||||||||||||||
| Net cash provided by (used for) financing activities | ||||||||||||||||
| Net Increase (Decrease) In Cash | ||||||||||||||||
| Cash At The Beginning Of The Period | ||||||||||||||||
| Cash At The End Of The Period | ||||||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||
| Cash paid for interest | $ | $ | $ | $ | ||||||||||||
| Cash paid for taxes | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
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NOTE 1 – Restatement
On November 5, 2023, the Company determined that the Company’s consolidated financial statements for the three months ended May 31, 2021 should no longer be relied upon since there were Preferred Stock that were not recorded.
The effects of the restatement on the Company’s Consolidated financial statements as of, and for the three months ended following:
Balance Sheets
| As Previously | Effect of | As | ||||||||||
| Reported | Restatement | Restated | ||||||||||
| Series A Preferred Stock, Par Value of $, issued and outstanding as of May 31, 2021. Each share of Series A Preferred Stock is convertible into shares of common stock | $ | $ | $ | |||||||||
| Additional paid in capital | $ | $ | ( | ) | $ | |||||||
Statements of Operations
No change
Statements of Cash Flows
No change
Preferred Stock
The Company has designated shares of $ par value, Preferred stock on April 19, 2021. As of May 31, 2021, there are preferred shares outstanding and are held by Custodian Ventures. Each share of Preferred Stock is convertible into (ten) shares of common stock. There were Preferred stock as of August 31, 2020.
The Original 10-Q has failed to include such Preferred Stock in the financial statements and relevant notes. The Company accounted this recognition of preferred stock as equity transaction and accordingly the fair value of preferred stock (assumes full conversion) adjusted against additional paid in capital account.
On
June 28, 2021, as a result of a private transactions, shares of Preferred Stock, $ par value per share of the Company,
were transferred from Custodian Ventures, LLC to Chan Yit Wei, Teh Boo Yim, Falcon Venture Capital Limited, Chan Kim Thiam, and Dengfeng
Management Limited (collectively, the “Purchasers”). As a result,
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PART II
ITEM 15. EXHIBITS AND FINANCIAL STAATEMENT SCHEDULES
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Dengfeng Group Limited | ||
| Dated: December 12, 2023 | By: | /s/ Chan Yit Wei |
Chan Yit Wei Chief Executive Officer (Principal Executive Officer) | ||
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