UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| 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 number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( | |
| (Registrant’s telephone number, including area code) | |
| N/A | |
| (Former name, former address and former fiscal year, if changed since last report) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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.
Indicate
by a checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As
of January 31, 2023, the registrant had outstanding shares of common stock.
FORM 10-Q
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
The Company did not obtain a review of the interim financial statements included in this report by an independent accountant using professional review standards and procedures, although such a review is required by the Rules of the Securities and Exchange Commission.
Index
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| Item 4. | Controls and Procedures |
| Item 6. | Exhibits | |
| SIGNATURES | ||
Alexander Tech Corp
Balance Sheets
| January 31, 2023 (unaudited) | April 30, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Prepaid expenses | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Account payable and accrued liabilities | $ | $ | ||||||
| Due to related party | ||||||||
| Advances payable | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, shares authorized, $. par value; shares issued and outstanding at January 31, 2023 and April 30, 2022 | ||||||||
| Class A Common Stock, shares authorized, $.par value; shares issued and outstanding at January 31, 2023 and April 30, 2022 | ||||||||
| Class B Common Stock, shares authorized, $. par value; shares issued and outstanding at January 31, 2023 and April 30, 2022 | ||||||||
| Class C Common stock, shares authorized, $ par value; shares issued and outstanding at January 31, 2023 and April 30, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
(The accompanying notes are an integral part of these financial statements)
F-1
Alexander Tech Corp
Statements of Operations
(unaudited)
Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Net Income (Loss) before provision for income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax | ||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Earnings (Loss) Per Common Share – Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | ||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-2
Alexander Tech Corp
Statements of Shareholders’ Deficit
(unaudited)
| Preferred
Stock | Class
A Common Stock | Class
B Common Stock | Class
C Common Stock | Additional
Paid-In Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Balance – April 30, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance – January 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance – April 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance – January 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Balance – October 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance – January 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance – October 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net income for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance – January 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-3
Alexander Tech Corp
Statements of Cash Flows
(unaudited)
| Nine Months Ended January 31, | Nine Months Ended January 31, | |||||||
| 2023 | 2022 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Foreign exchange gain on amount due to related party | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Financing Activities: | ||||||||
| Proceeds of loan from related party | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Change in Cash | ||||||||
| Cash – Beginning of Period | ||||||||
| Cash – End of Period | $ | $ | ||||||
| Supplemental Disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
(The accompanying notes are an integral part of these financial statements)
F-4
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Notes to the Financial Statements
January 31, 2023
(unaudited)
| 1. | Business Description |
Alexander Tech Corp (formerly The Diamond Cartel Inc.) (the “Company”) was incorporated in the State of Delaware on August 17, 2005. The Company is a Blank Check Company which plans to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business with one or more businesses. On July 14, 2018, the Company had entered into a Letter of Intent with an unrelated third party. Except for this Letter of Intent, the Company has not identified any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. On January 12, 2022, the Company changed its name from The Diamond Cartel Inc. to Alexander Tech Corp.
| 2. | Going Concern |
These
financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception.
As of January 31, 2023, the Company has a working capital deficiency of $
| 3. | Summary of Significant Accounting Policies |
| a) | Basis of Presentation |
| b) | The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at January 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended January 31, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended April 30, 2022, and 2021. The Company has an April 30 year-end. |
| c) | Use of Estimates |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| d) | Recent Accounting Pronouncements |
The Company has implemented all new pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
F-5
ALEXANDER TECH CORP. (formerly The Diamond Cartel Inc.)
Notes to the Financial Statements
January 31, 2023
(unaudited)
| 4. | Advances Payable |
On
July 14, 2018, the Company executed a Letter of Intent (the “LOI”) with a Corporation registered in the country of
Chile (“Corporation”). Pursuant to the LOI, the Corporation agreed to exchange
| 5. | Related Party Transactions |
As
at January 31, 2023 and April 30, 2022, the Company was indebted to a company controlled by the current President of the Company
for $
| 6. | Share Capital |
On January 12, 2022, the Company amended its Articles of Incorporation, terminating the designation of shares of authorized and unissued preferred shares as Series A Preferred Stock, increasing the number of Preferred Stock authorized from with a par value of $, to with a par value of $, terminating the designation of shares of Common Stock authorized, amended the authorization to issue Class A Common Stock with a par value of $, Class B Common Stock with a par value of $, and Class C Common Stock with a par value of $, and effectuated a reverse stock split of all of the Company’s outstanding shares of Common Stock into Class A Common Stock by a ratio of 1:0.3, which resulted in Class A Common Stock issued and outstanding.
On
July 1, 2021, the former President of the Company entered into a stock purchase agreement with A9 Technologies and Holdings LLC
(“A9 Technologies”), a company controlled by the current President of the Company, to sell shares of the Company’s
common stock. The total shares sold under the stock purchase agreement represent
| 7. | Subsequent Events |
Management has evaluated subsequent events through the date that these financial statements were issued. There have been no events that would require adjustment to or disclosure in the financial statements.
F-6
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Executive Overview
We are a “blank check” Company incorporated on August 17, 2005 as a Delaware corporation. We plan to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 14, 2018 we had entered into a Letter of Intent with an unrelated third party. Except for this Letter of Intent, we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to identifying any business combination target.
Except as disclosed above, we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions directly or indirectly, with respect to identifying any business combination target.
Until we complete an acquisition, we may seek to raise additional funds through a private offering of debt or equity to fund our operations, including the costs associated with being a public company. We are not a party to any arrangement or understanding with any third party with respect to raising any additional capital.
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities. We may not generate any operating revenues until after the completion of a business combination. There has been no significant change in our financial condition and no material adverse change has occurred since October 31, 2020. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
On July 1, 2021, the former President of the Company entered into a stock purchase agreement with A9 Technologies and Holdings LLC, a company controlled by the current President of the Company, to sell 166,988 shares of the Company’s common stock. The total shares sold under the stock purchase agreement represent 62% of the total shares outstanding. On June 10, 2021, A9 Technologies and Holdings, LLC made a $45,000 non-refundable deposit towards the stock purchase, and on July 9, 2021, A9 Technologies and Holdings, LLC made an additional non-refundable deposit of $13,850 towards amounts paid by the former President on behalf of the Company subsequent to the date of the agreement. On September 29, 2021, A9 Technologies and Holdings, LLC made the final $405,000 payment towards the stock purchase, which effected the close of the agreement. Upon closing of the Agreement, the former President of the Company transferred 166,988 shares of the Company’s common stock to A9 Technologies and Holdings, LLC, who then became the majority shareholder. In addition, upon final payment being made, the former President of the Company transferred to A9 Technologies and Holdings, LLC $117,076 of debt that was owed to the former President of the Company at the time of transfer.
On October 7, 2021, Mr. Atlidakis resigned as an officer and director of the Company and Mr. Paras Shah was appointed as the Chief Executive Officer and a director of the Company.
On January 12, 2022, the Company changed its name from The Diamond Cartel Inc. to Alexander Tech Corp.
As of January 31, 2023 we owed A9 Technologies and Holdings, LLC $185,633 for a transfer of debt from the former President of the Company and expenses incurred on our behalf. The amount we owe A9 Technologies and Holdings, LLC, is non-interest bearing, unsecured, and due on demand.
As of January 31, 2023, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.
See Note 3 to our financial statements included as part of this report for a description of our critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.
4
Liquidity and Capital Resources
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our products to market and generate substantial revenues, which may take the next full year to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.
| SUMMARY OF BALANCE SHEET | January 31, 2023 | April 30, 2022 | ||||||
| Cash and cash equivalents | $ | – | $ | – | ||||
| Total current assets | 1,420 | 1,420 | ||||||
| Total assets | 1,420 | 1,420 | ||||||
| Total liabilities | 230,520 | 211,999 | ||||||
| Accumulated deficit | (683,316 | ) | (664,795 | ) | ||||
| Total stockholders' deficit | $ | (229,100 | ) | $ | (210,579 | ) | ||
For the nine months ended January 31, 2023, the Company recorded a net loss of $18,521 and at January 31, 2023, had a working capital deficit of $229,100. Since inception we had not established an ongoing source of revenue sufficient to cover our operating costs. During the nine months ended January 31, 2023, we primarily relied upon advances and loans from related parties to fund our operations. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. We had $nil in cash at January 31, 2023, compared to $nil in cash at April 30, 2022. We had total liabilities of $230,520 at January 31, 2023 compared to $211,999 at April 30, 2022.
Our current cash flow is not sufficient to meet our monthly expenses of approximately $6,000 and to fund future research and development adequately. We intend to rely on additional debt financing, loans from existing stockholders and private placements of common stock for additional funding, however, there is no assurance that additional funding will be available. We do not have material commitments for future capital expenditures. However, we cannot assure you that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue to be available, and if available, that they will be on favorable terms.
Results of Operations
Three Months Ended January 31, 2023
| SUMMARY OF OPERATIONS | Three-month period ended January 31, | |||||||
| (Unaudited) | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | – | $ | – | ||||
| Total operating expenses | 16,474 | 29,774 | ||||||
| Net income (loss) | (16,474 | ) | (29,774 | ) | ||||
| Net income (loss) attributable to common stockholders' | (16,474 | ) | (29,774 | ) | ||||
| Basic income per share | $ | (0.06 | ) | $ | (0.11 | ) | ||
| Diluted income (loss) per share | $ | (0.06 | ) | $ | (0.11 | ) | ||
Total operating expenses decreased to $16,474 during the 2023 third quarter compared to $29,774 during the 2022 third quarter. The decrease during the third quarter of 2023 was primarily due to a decrease in general and administrative expenses relating to a decrease in transfer agent fees and professional fees.
5
Nine Months Ended January 31, 2023
| SUMMARY OF OPERATIONS | Nine-month period ended October 31, | |||||||
| (Unaudited) | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | – | $ | – | ||||
| Total operating expense | $ | 18,521 | 47,450 | |||||
| Net income | $ | (18,521 | ) | (47,450 | ) | |||
| Net income attributable to common stockholders’ | $ | (18,521 | ) | (47,450 | ) | |||
| Basic income per share | $ | (0.07 | ) | $ | (0.18 | ) | ||
| Diluted income (loss) per share | $ | (0.07 | ) | $ | (0.18 | ) | ||
Total operating expenses decreased to $18,521 during the nine months ended January 31, 2023 compared to $47,450 during the nine months ended January 31, 2022. The decrease during the period was primarily due to a decrease in general and administrative expenses relating to a decrease in transfer agent fees and professional fees.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Under the direction and with the participation of the Company’s management, including the Company’s Principal Executive Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of January 31, 2023. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Principal Executive Officer concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2023.
Changes in Internal Control over Financial Reporting
During the period ended January 31, 2023, there were no changes in the Company’s internal controls that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
6
PART II OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit Number |
Description of Document | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith) | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith) | |
| 32 | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE ALEXANDER TECH CORP. | ||
| Dated: July 3, 2023 | By: | /s/ Paras Shah |
| Paras Shah | ||
| Principal Executive Officer | ||
| By: | /s/ Paras Shah | |
| Paras Shah | ||
| Principal Financial and Accounting Officer | ||
8