Item
1. Business.
Corporate History
Road Marshall, Inc. was incorporated under the laws
of the State of Delaware on September 17, 2015.
On September 29, 2015 the following individuals were
appointed as Officers and Directors to the Company.
* Engchoon Peh was appointed Chief Executive Officer
and a Director of the Company.
* Guojin Bai was appointed Chief Technology Officer
and a Director of the Company.
* Siew Phek Ong was appointed Chief Marketing Officer
and a Director of the Company.
* Guobao Bai was appointed Chief Financial Officer,
Chief Accounting Officer and a Director of the Company.
* Zhencong Bai was appointed Chief Operating Officer
and a Director of the Company.
* Pek San Lam was appointed Chief Channel Officer
and a Director of the Company.
On September 29, 2015 the Company issued the following quantities
of restricted stock at par value ($0.0001) to the below individuals in exchange for the comprehensive rights and ownership to the mobile
application “Road Marshall”, which includes the code and rights to distribute or sell the application through various marketplaces.
Following the below share issuances the Company became the owner of the mobile application and the code that makes up the application.
There is no formal agreement for the transfer of ownership of the mobile application. The ownership was transferred through a board minute
which was approved by the board of directors who are listed below and who received shares for the mobile application.
Name of Individual
|
Shares of Common Stock Issued
|
Shares of Preferred Stock Issued
|
Engchoon Peh
|
3,750,000
|
50,000
|
Guojin Bai
|
2,250,000
|
-
|
Siew Phek Ong
|
2,250,000
|
-
|
Guobao Bai
|
2,250,000
|
-
|
Zhencong Bai
|
2,250,000
|
50,000
|
Pek San Lam
|
2,250,000
|
-
|
Total
|
15,000,000
|
100,000
|
On
May 18, 2016 the Company sold 5,000,000 shares of common stock at a price of $0.005 per share, resulting in $25,000 proceeds to the Company.
These shares were sold pursuant to the Company’s effective S-1 Registration Statement, deemed effective on May 4, 2016.
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Table of Contents
Industry Overview
The mobile application industry
was essentially created when the Apple iPhone was introduced in 2007 and has since grown to an industry that, in 2019, was valued at
approximately USD 154.05 billion and is anticipated to grow with a healthy growth rate of more than 11.5 % over the forecast period 2020-2027.
The mobile application industry has experienced unprecedented growth because of the widespread popularity of smartphones and other mobile
devices that have transformed electronic gaming, internet retailing and social networking. Apple and Google have made highly profitable
relationships with app developers, who have developed a tremendous range of mobile applications of countless types that are available
on a number of marketplaces where apps are sold. Additionally, their smaller, but not insubstantial, competitors such as Blackberry RIM,
Facebook and Amazon have carved out niches in the market for themselves. The future for this industry looks brighter than ever and shows
no indication of slowing down in the near future.
Since the creation of the first iPhone, where users could experience the
convenience and functionality of these pocket-sized devices, these mobile applications are becoming increasingly common in our daily life.
According to Mobilewalla.com, a website dedicated to cataloging and rating apps, the one millionth app was made available to users in
December, 2011. It took only four years for one million apps to be created, and this unprecedented growth has grown even stronger and
more impressive as time goes on. While many of these apps are duplications of existing apps, or alternatively very similar apps with minor
cosmetic differences and variations (e.g. an app created for the iPhone and the iPad would be counted twice) this has nevertheless been
an overwhelming display of interest in such a new industry. Every week there are as many as 15,000 apps released currently.
Smartphone usage grows globally every day and it is widely accepted that
there will be more and more apps developed in order to keep up with this ever increasing marketplace. “In a 2011 study conducted
jointly by Google and Ipsos MediaCT Germany, data was obtained via random telephone interviews from amongst the general populations of
the United States, United Kingdom, Germany, France, and Japan. The highest reported smartphone ownership was found in the United Kingdom
(45% of those interviewed) and the United States (38% of those interviewed). Even more telling is the 50% increase in ownership that occurred
in the United Kingdom between the first phase of the research conducted in January and February of 2011 and the latter phase in September
and October of that year (The Mobile Movement, 2011). There is clearly a shift in usage from computers to mobile devices.”
Smartphones outsold personal computers in 2010 for the first time and this
caused many tech analysts to shift their attention to these handheld devices. During the fourth quarter of 2010, 100.9 million smartphones
shipped worldwide, and for comparison during the fourth quarter of 2009 only 53.9 million units had been shipped. The number almost doubled
in as little as one year! “According to Flurry, a company that collects mobile-software data and provides consulting services to
software developers, in 2011, smartphone and tablet shipments exceeded the shipments of desktop and notebook computers combined. Software
developers are increasingly realizing that in the near future smartphones could replace many core functions of personal computers, such
as e-mailing, instant messaging, web browsing, and even gaming (Smartphone Mobile Applications To Overtake Standard Websites in Near Future,
2012). Further, in comparing publicly available data pertaining to Internet usage with their own client data concerning mobile app usage,
Flurry concluded that users are spending more time on mobile apps than on the Internet (Newark-French, 2011).”
“Evidence also suggests that these devices are becoming more and
more important in people’s lives. In another study conducted by Google in partnership with Ipsos OTX MediaCT, 5,013 adults in the
United States who identified themselves as using a smartphone to access the Internet were interviewed in the last quarter of 2010. Eighty-nine
percent of those interviewed reported using their smartphones throughout the day and 68% reported having used an app in the previous week.
Seventy-nine percent of respondents reported using their smartphones to help with shopping, and 22% reported using apps on their smartphones
to make purchases (The Mobile Movement, 2011).”
Even the United States government has taken note of the growing rise in
mobile application usage and the advantages that could be gained through creating their own government backed applications to be made
available to the public. President Obama ordered, in May 2013, that all major federal agencies make at least two public services available
on mobile phones. There has been hope that this initiative will prompt the government and mobile app industry developers to facilitate
the creation of applications to take full advantage of government data.
“Smartphones contain many of the same components as personal computers.
Every smartphone has a processor, random access memory stick(s), USB ports, display adapters, and internal storage devices. Users may
even customize and upgrade their devices to suit their individual needs. For example, a user who wishes to use the smartphone for gaming
can purchase a device with a multi-core processor and additional storage to hold large games. Most smartphones are also equipped with
a touchscreen obviating the need for a physical key board. USB peripherals such as audio headphones and data transfer cables are also
available for smartphones (Coustan & Strickland, n.d.).”
“The core software found in a smartphone is called the operating
system. The operating system contains all the drivers necessary to carry out instructions between the software and hardware of the device.
The operating system can be visualized as a software stack consisting of several layers. First, the kernel manages the drivers that manipulate
a smartphone's hardware, such as its built-in camera or USB ports. Middleware contains software libraries which link to mobile applications.
The application execution environment contains all the application programming interfaces (APIs) for developers to program new mobile
applications for the operating system. Finally, the application suite contains core applications which are packaged with the operating
system by default. These applications include phone call software, text messaging, menu screens, calendars, and more. A mobile app is
software that a user can install on a smartphone to perform a particular task. For example, Android has a GPS app which allows the user
to obtain travel directions in real time, or even track the locations of family members from anywhere in the country (Coustan & Strickland,
n.d.). “
The information provided above, along with the general consensus that the
mobile application industry has a very bright and successful future, points to the inevitable conclusion that companies will be created
to fill this growing demand and experience tremendous success if they are successful. There have been no indications that the industry
is going to slow down, and everything points to a continued demand for high quality mobile applications in the future. This of course
is in the opinion of the Company.
*Most Industry Information presented was found at: http://www.aabri.com/manuscripts/131583.pdf
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Table of Contents
Business Information
Road Marshall, Inc. is a company with the intent to become one of the,
if not the primary, leading publicly traded iOS and Android application development and promotion companies in the industry. Our proprietary
application is called Road Marshall. Road Marshall is an application which will be invaluable to its users in the event of car trouble
and should revolutionize the way tow truck companies are found within the United States, and eventually around the world.
Please see the below pictures of our application Road Marshall. All images
can also be seen on our website at: http://www.roadmarshall.com/
We believe that one of the most appealing aspects of Road Marshall is the
fact that it is user friendly. When a user opens the application they will press the services icon and within moments, assuming the user
has a connection to the internet, Road Marshall will identify, on a map, the location of the user and show nearby towing services in the
area.
The list of nearby towing services will also display the range of prices
a user can expect. In the event that a user is experiencing car trouble this will simplify the process of finding assistance in a trying
and stressful time. No one wants to experience car trouble and be stuck on the road, but the reality is it happens and Road Marshall will
be there to ease the process of finding assistance. At Road Marshall we believe that no one should be left with minimal options when experiencing
a breakdown.
On the screen which shows nearby towing companies and trucks the user can
click on each company and read reviews written by other users of Road Marshall. This is a key feature to the application, and we will
allow all of our users to rate and describe their experiences with companies so that, hopefully, if a company is providing poor quality
of service or charging exorbitant fees the user will know prior to calling them for assistance.
When the ideal towing service is identified the user can directly call
the towing service and schedule a tow. Another important aspect is that when the user calls the towing service the location of the application
user will be sent directly to the truck driver. This should enable a truck driver to exactly find the application user with no time consuming
search process whereby the tow truck driver needs to find the stranded driver. This should serve to significantly decrease the amount
of time a user is stranded waiting for assistance.
The tow truck driver then has the ability to provide the user with an ETA
for when the driver will arrive. Instead of just waiting and hoping the tow truck driver will show up in a timely manner the user will
know exactly how long it will take for the driver to arrive, give or take a few minutes for traffic perhaps, and will be able to plan
accordingly and with minimal stress.
Another aspect of Road Marshall, aside from our assistance with towing
services, is our feature which allows a user to locate a fast food restaurant in 49 states (Alaska being the exception). We aim to help
drivers not only when they are in a time of crisis, but also when they are simply looking to pick up some food on a long drive and don’t
want to spend a large amount of time determining what options are nearby. The application will ascertain the user’s position and
show fast food restaurants nearby so that the user can choose from a list of options and navigate directly to their restaurant of choice.
The Company plans to market Road Marshall through a combination of social
media, online advertising, and print media such as magazines. Despite the fact that our marketing efforts remain in the planning stages
we have allocated a definitive marketing budget of $10,000. We have not yet initiated any marketing plan and are awaiting further means
to finance our operations.
It is worth noting that we expect our application Road Marshall will be
free to download and use on iOS, but will not be available on the Android store temporarily. The Company intends to monetize the mobile
application through third party advertisements during the 2022 fiscal year, although the Company does not have definitive plans for how
to do so. These advertisements could include, but not strictly be limited to, their products, services, and or other mobile applications
that are not in direct competition to our own (such as application games for example). At this point in time there are no agreements in
place with any specific advertisers, and our plan to monetize our application through advertisements remains in the planning stages.
The Company will only begin monetizing the application through advertisements
when the application has gained a larger user base. We believe that when a sufficient user base has been achieved then the addition of
unobtrusive advertisements will not materially impact the number of users who utilize Road Marshall. There is also the possibility that
Road Marshall may insert “in app” purchases whereby a user can purchase upgraded services or products within the app. However,
this is speculative and is only mentioned as a possibility down the line if we are not generating sufficient revenue from the use of advertisements
alone. At present, no definitive plans are in place for any “in app” purchases.
For the year ended September 30, 2017 the Company generated its first instance
of revenues in the amount of $40,000. The $40,000 in revenue was generated from technical services provided to an unrelated party for
the development of a mobile application. At this time the Company is actively looking to market its own mobile application, “Road
Marshall” in the United States. Furthermore the Company intends to seek new clients to provide technical services in relation to
the advancement of their own mobile applications for iOS and Android devices, but has taken no meaningful steps to do so.
For the year ended September 30, 2018, the year ended September 30, 2019,
the year ended September 30, 2020, and the year ended September 30, 2021, the Company has generated no revenue and has not taken any action(s)
to progress the Company’s business plan. The Company’s business plan remains the same. Additional outside financing is required
to fully implement our business plan. Based on the preceding two fiscal years, there can be no assurances that the Company will take any
material steps to further its business plan during the coming fiscal year.
Engchoon Peh has informally agreed to advance funds “on a need be
basis” to allow us to pay for filing fees, and professional fees that we may incur. At present, with our application fully developed,
we do not believe we will require substantial additional financing from Mr. Peh, however without additional funding we will be unable
to grow and market our business in the manner we intend to. Our business operations cannot progress further without additional financing,
and Mr. Peh may not be willing to provide it to us. In the event that we cannot raise the money we seek, we may be forced to halt or suspend
our proposed marketing and business activities and our application and third party application development services may not have the capability
to begin generating profits which could result in a loss of all or part of your investment in our company.
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Employees
As of the September 30, 2021 and the date of this report, we had/have six
part time employees, all of which are our Officers and Directors.
Currently, our Officers and Directors all have the flexibility to work
on our business up to 25 to 30 hours per week, but are prepared to devote more time if necessary.
We do not presently have pension, health, annuity, insurance, stock options,
profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available
to our Officers/or Directors and or employees.
ITEM 1A. RISK FACTORS.
The following risk factors and other information
included in this Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair
our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business,
operating results and financial condition could be materially adversely affected.
Risks Related to Our Company and Our Industry
We have a limited operating history and have generated minimal revenue
to date.
We have a limited operating history and do not have
a meaningful historical record of sales and revenues nor do we have an established business track record. While we believe that we
have the opportunity to be successful in the mobile application industry, there can be no assurance that we will be successful in accomplishing
our business initiatives, or that we will be able to achieve any significant levels of revenues or net income, from our mobile application,
“Road Marshall” or through providing technical services to third parties for app development.
The Company has taken no action to progress its
business plan over the course of the fiscal year ended September 30, 2021, and does not have a definitive timeline in place for the furtherance
of any Company endeavors.
The business plan and operations of the Company have
not progressed over the course of the fiscal year ended September 30, 2021 and we do not have a definitive plan for when we will further
our operations. As such, it is possible that we may not meet all, or any, of the goals we have outlined in our business plan. In the event
that we cannot develop the means to progress our business plan, it is possible that we may eventually cease all Company activity.
The ownership of our mobile application “Road
Marshall” was transferred to us in its entirety not through a formal agreement, but through a board resolution signed by our officers
and directors of whom were the previous owners of the mobile application.
Because there was no formal agreement regarding the
transfer in ownership of our mobile application “Road Marshall” this may impair your ability to sell shares in our company.
A potential buyer of our stock may negatively regard such action that we have taken regarding the exchange in ownership. Additionally,
this may limit our own ability to attract investors, which would negatively impact the value of your shares of stock.
The mobile application industry is subject to rapid technological change
and, to compete, we must continually enhance our mobile Apps and custom development services.
We must continue to enhance and improve the performance, functionality
and reliability of our mobile application, Road Marshall. The mobile application industry is characterized by rapid technological change,
changes in user requirements and preferences, frequent new product and services introductions embodying new technologies and the emergence
of new industry standards and practices that could render our products and services obsolete. Our success will depend, in part, on our
ability to both internally develop and license leading technologies to enhance our existing application, services that address the increasingly
sophisticated and varied needs of our customers, and respond to technological advances and emerging industry standards and practices on
a cost-effective and timely basis. The development of our technology and other proprietary technology involves significant technical and
business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer requirements
or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards,
we may not be able to increase our revenue and expand our business.
Major network failures could have an adverse effect on our business.
Our technology infrastructure is critical to the performance of our application
and customer satisfaction. Apps run on a complex distributed system, or what is commonly known as cloud computing. We will own, operate
and maintain the primary elements of this system, but some elements of this system are operated by third parties that we do not control
and which would require significant time to replace. We expect this dependence on third parties to continue. Major equipment failures,
natural disasters, including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of network or information technology
security that affect third-party networks, communications switches, routers, microwave links, cell sites or other third-party equipment
on which we rely, could cause major network failures and/or unusually high network traffic demands that could have a material adverse
effect on our operations or our ability to provide service to our customers. These events could disrupt our operations, require significant
resources to resolve, result in a loss of customers or impair our ability to attract new customers, which in turn could have a material
adverse effect on our business, prospects, results of operations and financial condition.
If we experience significant service interruptions, which could require
significant resources to resolve, it could result in a loss of users or impair our ability to attract new users, which in turn could have
a material adverse effect on our business, prospects, results of operations and financial condition.
In addition, with the growth of wireless data services, enterprise data
interfaces and Internet-based or Internet Protocol-enabled applications, wireless networks and devices are exposed to a greater degree
to third-party data or applications over which we have less direct control. As a result, the network infrastructure and information systems
on which we rely, as well as our customers’ wireless devices, may be subject to a wider array of potential security risks, including
viruses and other types of computer-based attacks, which could cause lapses in our service or adversely affect the ability of our customers
to access our service. Such lapses could have a material adverse effect on our business, prospects, results of operations and financial
condition.
Defects in our mobile app may adversely affect our business.
Tools, code, subroutines and processes contained within mobile apps may
contain defects when introduced and also when updates and new versions are released. Our introduction of a mobile app with potential defects
or quality problems may result in adverse publicity, product returns, reduced orders, uncollectible or delayed accounts receivable, product
redevelopment costs, loss of or delay in market acceptance of our products or claims by customers or others against us. Such problems
or claims may have a material and adverse effect on our business, prospects, financial condition and results of operations.
Technology is constantly undergoing significant changes and evolutions
and it is imperative that we keep up with an ever changing technological landscape in order to ensure the continued use and viability
of our application.
Our industry is categorized by rapid technological progression and ever
increasing innovation. While we believe ourselves to currently offer the best mobile application relating to road side assistance to suit
the unique needs of our users we will need to constantly work on improving our current assets (mobile application) in order to keep up
with technological advances that will almost certainly occur. Should we fail to do so our business may be adversely affected.
Strong competition in the mobile application market could decrease our
market share.
The mobile application industry is highly competitive. We compete with
companies which may offer similar applications to our own. In addition, some of our competitors may have substantially greater name recognition
and financial and other resources than we have, which may enable them to compete more effectively for the available market share. We also
expect to face increased competition as a result of new entrants to the mobile application industry, including established and emerging
companies which create and/or market mobile applications. We may not be able to compete successfully against current or future competitors
and may face competitive pressures that could adversely affect our business or results of operations.
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If we are the subject of an intellectual property infringement
claim, the cost of participating in any litigation could cause us to go out of business.
There has been, and we believe that there will continue
to be, significant litigation and demands for licenses in our industry regarding patent and other intellectual property rights. Although
we anticipate having a valid defense to any allegation that our current products, production methods and other activities infringe the
valid and enforceable intellectual property rights of any third parties, we cannot be certain that a third party will not challenge our
position in the future. Other parties may own patent rights that we might infringe upon with our products or other activities, and our
competitors or other patent holders may assert that our products, and the methods we employ, are covered by their patents. These parties
could bring claims against us that would cause us to incur substantial litigation expenses and, if successful, may require us to pay substantial
damages. Some of our potential competitors may be better able to sustain the costs of complex patent litigation and, depending on the
circumstances, we could be forced to stop or delay our research, development, manufacturing or sales activities. Any of these costs could
cause us to go out of business.
We operate in a highly competitive market with rapid technological change,
and we may not have the resources needed to compete successfully.
The mobile application industry is a highly competitive market that is
characterized by rapid changes in our users’ technological requirements, expectations and evolving market standards. Competitors
vary in size and organization from individuals with the capability to produce applications to startups to established corporations and
software companies. Each of these competitors may develop applications or other technologies that are superior to the application we are
offering. We may not have the resources necessary to acquire or compete with technologies being developed by our competitors, which may
render our application less competitive or obsolete.
Our success and future growth depend on the continued acceptance of
the Internet and the corresponding growth in mobile application usage.
Our business, to a large extent, relies on the Internet for its success.
A number of factors could inhibit the continued acceptance of the Internet and adversely affect our profitability, including:
• Inadequate Internet infrastructure;
• Security and privacy concerns; and
• The unavailability of cost-effective Internet service and other
technological factors.
If Internet use decreases, or if the number of mobile application users
does not increase, our business may not grow as planned.
Government regulations relating to the Internet could increase our cost
of doing business, affect our ability to grow or otherwise have a material adverse effect on our business.
The increasing popularity and use of the Internet and mobile applications
has led, and may lead, to the adoption of new laws and regulatory practices in the United States or foreign countries and to new interpretations
of existing laws and regulations. These new laws and interpretations may relate to issues such as online privacy, copyrights, trademarks
and service marks, sales taxes, fair business practices and the requirement that online education institutions qualify to do business
as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence. New laws,
regulations or interpretations related to doing business over the Internet could increase our costs and materially and adversely affect
our enrollments, revenues and results of operations.
Our success depends substantially on the continuing efforts of our senior
executives and other key personnel, and our business may be severely disrupted if we lose their services.
Our future success heavily depends upon the continued services of our senior
executives and other key employees. If one or more of our senior executives or key employees are unable or unwilling to continue in their
present positions, it could disrupt our business operations, and we may not be able to replace them easily or at all. In addition, competition
for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel
or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.
There is a conflict of interest that exists due to the fact that our
Officers and Directors have outside obligations in which they serve other positions.
Because our Officers and Directors serve other outside positions they are
only able to focus on advancing our business operations part time. Each of our Officers and Directors currently devotes between 1-10 hours
per week in regards to our operations. It should be noted however, that the amount of time our Officers and Director’s may allocate
to our business activities may increase or decrease in the future. We cannot accurately predict however, if this will occur for certain
or what exact events will cause our Officers and Directors to allocate more time or less time to our operations.
Our mobile application generates and processes a large amount of data,
and the improper use or disclosure of such data could harm our reputation as well as have a material adverse effect on our business and
prospects.
Our mobile application generates and processes a large quantity of data.
We face risks inherent in handling large volumes of data and in protecting the security of such data. This includes protecting the data
in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees; addressing
concerns related to privacy and sharing, safety, security and other factors; and complying with applicable laws, rules and regulations
relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government
authorities relating to such data. Any systems failure or security breach or lapse that results in the release of user data could harm
our reputation and brand and, consequently, our business, in addition to exposing us to potential legal liability.
As we expand our operations, the laws, rules and regulations of other jurisdictions
may impose more stringent or conflicting requirements and penalties, compliance with which could require significant resources and costs.
Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or privacy protection-related
laws, rules and regulations could result in proceedings or actions against us by governmental entities or others. These proceedings or
actions may subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs
and severely disrupt our business.
The success of our business depends on our ability to maintain and enhance
our reputation and brand.
We believe that our reputation in the mobile application industry is of
significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn,
increasing our revenue. Since the mobile application industry is highly competitive, our ability to remain competitive depends to a large
extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance
our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase
brand recognition and awareness in a highly competitive market; our ability to deliver our online platform and to ensure that it
is seen as continually valuable within the mobile application industry.
We will conduct various marketing and brand promotion activities. We cannot
assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain
and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and
results of operations could be adversely affected.
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Due to the Company operating as a going concern, and there is a possibility
that you may lose all or part of your investment.
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets
and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt
about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse
conditions are negative financial trends, specifically recurring operating losses, accumulated deficit, and other adverse key financial
ratios.
The Company generated no revenue during the year ended September 30, 2021,
and as a result the Company does not have sufficient funds to cover its operating expenses. Management plans to fund operating expenses
with related party contributions, however management has no obligation to do so. There is no assurance that management's plan will be
successful.
Due to the Company operating as a going concern, and there is a possibility
that you may lose all or part of your investment.
Our internal controls may be inadequate, which could cause our financial
reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate
internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is
a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those
policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and/or directors of the Company; and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material
effect on the financial statements.
Our internal controls may be inadequate or ineffective, which could cause
our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation
may make an uninformed investment decision. If we cannot provide reliable financial reports, our business and operating results could
be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market
ever develops, could drop significantly and result in a loss of some or all of your investment.
Due to the fact that our directors and officers reside outside the United
States our shareholders may have difficulties effecting service of process against them.
The difficulties shareholders could face when attempting to effect service
of process against our foreign officers and directors include, but are not limited to, the following:
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Effecting service of process within the United States;
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Enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officers;
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Enforcing judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws in Foreign courts against your officers; and
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Bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against your officers.
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We expect our quarterly financial results to fluctuate.
We expect our net sales and operating results to vary significantly from
quarter to quarter due to a number of factors, including changes in:
• General economic conditions;
• The number users utilizing our mobile application;
• Our ability to retain, grow our business and attract new clients;
• Administrative costs;
• Advertising and other marketing costs;
As a result of the variability of these and other factors, our operating
results in future quarters may be below the expectations of public market analysts and investors.
At present we rely heavily upon Mr. Peh for additional capital in order
to fund our development.
Engchoon Peh has informally agreed to advance funds “on a need be
basis” to allow us to pay for filing fees, and professional fees that we may incur. At present, with our application fully developed,
we do not believe we will require substantial additional financing from Mr. Peh, however without additional funding we will be unable
to grow and market our business in the manner we intend to. Our business operations cannot progress further without additional financing,
and Mr. Peh may not be willing to provide it to us. In the event that we cannot raise the money we seek, we may be forced to halt or suspend
our proposed marketing and business activities and our application and third party application development services may not have the capability
to begin generating profits which could result in a loss of all or part of your investment in our company.
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As we are a publicly reporting company, we will continue to incur significant
costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives.
Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide
accurate financial information to our shareholders.
Our management and other personnel will need to devote a substantial amount
of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as
an SEC reporting Company, will be costly as an external third party consultant(s), attorney, or firm, may have to assist in some regard
to following the applicable rules and regulations for each filing on behalf of the company.
We currently do not have an internal audit group, and we will eventually
need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to
have effective internal controls for financial reporting. Additionally, due to the fact that our officers and Director, have limited experience
as an officer or Director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls
over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements
and an inability to provide accurate financial information to our stockholders.
Moreover, if we are not able to comply with the requirements or regulations
as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities,
which would require additional financial and management resources.
Our Officers and Directors lack experience in and with the reporting
and disclosure obligations of publicly-traded companies.
Our Officers and Directors lack experience in, and with, the reporting
and disclosure obligations of publicly-traded companies and with serving as an Officer and or Director of a publicly-traded company. Such
lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and
procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information
to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to
our Officers’ and Director’s ultimate lack of experience in our industry and with publicly-traded companies and their reporting
requirements in general.
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Risks Relating to the Company’s Securities
We may never have a public market for our common stock. Therefore, you
may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities. A regular
trading market may not develop in our common stock or, if it does, it may not be sustained. In the absence of a trading market, an investor
may be unable to liquidate their investment.
We may in the future issue additional shares of our common stock, which
may have a dilutive effect on our stockholders.
Our Certificate of Incorporation authorizes the issuance of 500,000,000
shares of common stock and 20,000,000 shares of preferred stock, of which 20,000,000 shares of common stock and 100,000 shares of preferred
stock are issued and outstanding as of January 12, 2022. The future issuance of our common shares may result in substantial dilution in
the percentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
We may issue shares of preferred stock in the future that may adversely
impact your rights as holders of our common stock.
Our Certificate of Incorporation authorizes us to issue up to 20,000,000
shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences
of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Currently, each one (1) share
of Preferred Stock shall have voting rights held at all stockholders’ meetings for all purposes, including election of directors
equal to one hundred (100) shares of common stock.
Our preferred Stock does not have any dividend, conversion, liquidation,
or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance
of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends
before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with
a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your
rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us.
In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of
management more difficult, which may not be in your interest as holders of common stock.
We do not currently intend to pay dividends on our common stock and
consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common stock and
do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth.
Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment
in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock
will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
We may be exposed to potential risks resulting from requirements under
Section 404 of the Sarbanes-Oxley Act of 2002.
As a reporting company we are required, pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial
reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff
or engaging outside consultants or professionals to overcome our lack of employees.
We do not currently have independent audit or compensation committees.
As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such
corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance
may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and
investors may be reluctant to provide us with funds necessary to expand our operations.
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The costs to meet our reporting and other requirements as a public
company subject to the Exchange Act of 1934 is and will be substantial and may result in us having insufficient funds to expand our business
or even to meet routine business obligations.
As a public entity, subject to the reporting requirements of the Exchange
Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses
for annual reports and proxy statements. We estimate that these costs will range up to $35,000 per year for the next few years and will
be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.
State Securities Laws may limit secondary trading, which may restrict
the states in which and conditions under which you can sell Shares.
Secondary trading in our common stock may not be possible in any state
until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption,
such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify,
or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be
offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary
trading in our common stock, the liquidity for the common stock could be significantly impacted.
The trading in our shares will be regulated by the Securities and Exchange
Commission Rule 15G-9 which established the definition of a “Penny Stock.”
Our shares are defined as a penny stock under the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally
impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited
investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions
covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated
persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for
you to resell any shares you may purchase.