SEC Info - Sound Cave Technology Inc. - ‘10-Q’ for 6/30/22

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i ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended

i ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (For the transition period from to )

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 ☒ i Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) i ☐ Yes ☒ No

The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of August 15, 2022 was i 10,000,000.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

As of June 30, 2022, we had a cash balance and total assets of $3,230 compared to cash and total assets of $768 as at December 31, 2021. The increase in cash and total assets was due to an increase in activity and an increase in shareholder loan from the President and Director. As at June 30, 2022, and December 31, 2021 we had total liabilities of $18,155 and $5,500 respectively. The increase in liabilities was due to an increase in the amount owed to our President and Director of $2,666 for payment of operating expenses and accrued expenses of $2,330 for professional fees related to our quarterly financials and review.

Our working capital deficit was $14,925 as at June 30, 2022 compared to $4,732 as at December 31, 2021. The increase in the working capital deficit was due to the use of cash for our operating activities.

During the three months ended June 30, 2022, we incurred $5,439 of operating expenditures comprised of general and administrative expenses and professional fees compared to $10,193 for electronic components and fabric, general and administrative expenses and professional fees during the six months ended June 30, 2022.

During the six months ended June 30, 2022, we used $9,524 of cash for operating activities including prototype development, professional fees and general and administrative expenses.

During the six month period ended June 30, 2022, the Company received proceeds of $11,986 from our President and Director for payment of operating expenses.

We did not have any investing activities during the six months ended June 30, 2022.

There is no assurance that we will be able to generate cash flows from our operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

The effect of inflation on our revenues and operating results has not been significant.

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

The financial statements as of and for the three months ended June 30, 2022 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $14,925 and has an accumulated deficit of $24,925. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and 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 presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were effective as of June 30, 2022.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended June 30, 2022. TR Chadha & Co LLP, our independent auditors, were not required and have not performed an assessment of our internal controls over financial reporting for effectiveness.

In addition to other information set forth in this report, you should carefully consider the risk factors described in our Registration Statement on Form S-1, which was declared effective on May 13, 2022. Those factors could materially affect our business, financial condition or future results. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a materially adverse effect on our business, financial condition and/or operating results.

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.

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	i 3,230		$	i 768
Total current assets		i 3,230			i 768

Total assets	$	i 3,230		$	i 768

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	i 1,839		$	i 1,000
Accrued expenses		i 2,330			i 2,500
Due to related party		i 13,986			i 2,000
Total current liabilities		i 18,155			i 5,500

Total liabilities	$	i 18,155		$	i 5,500

STOCKHOLDERS’ DEFICIT:
Preferred stock: $ i 0.0001 par value, i 100,000,000 shares authorized, none issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.	$	i -		$	i -
Common stock: $ i 0.0001 par value, i 250,000,000 shares authorized, i 10,000,000 shares issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.		i 1,000			i 1,000
Additional paid-in capital		i 9,000			i 9,000
Accumulated deficit		( i 24,925	)		( i 14,732	)
Total stockholders’ deficit	$	( i 14,925	)	$	( i 4,732	)

Total liabilities and stockholders’ deficit	$	i 3,230		$	i 768

	For the six months ended June 30, 2022			From May 19, 2021 (Inception) to June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	( i 10,193	)	$	( i 10,139	)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in operating assets and liabilities:
(Decrease) in accrued expenses		( i 170	)		i 127
(Decrease) in accounts payable		i 839			i -
Net cash used in operating activities	$	( i 9,524	)	$	( i 10,012	)

Cash Flows from Financing Activities:
Proceeds from related party debt		i 11,986			i 2,000
Net cash provided by financing activities	$	i 11,986		$	i 2,000

Cash Flows from Investing Activities:
Increase in additional paid in capital		i -			i 10,000
Net cash provided by Investing activities	$	i -		$	i 10,000

Net increase (decrease) in cash, cash equivalents and restricted cash		i 2,462			i 1,988
Cash, cash equivalents and restricted cash at beginning of the period		i 768			i -
Cash, cash equivalents and restricted cash at end of the period	$	i 3,230		$	i 1,988

Supplemental Cash Flow Information:
Cash paid for interest	$	i -		$	i -
Cash paid for income taxes	$	i -		$	i -

No.		Description
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	SOUND CAVE TECHNOLOGY INC.

Date: August 15, 2022	By:	/s/ *Christopher Campbell*
		Christopher Campbell - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/15/22
For Period end:	6/30/22
	5/13/22	EFFECT
	3/31/22	10-Q
	12/31/21
	6/30/21
	5/19/21
		List all Filings

Sound Cave Technology Inc. – ‘10-Q’ for 6/30/22

On: Monday, 8/15/22, at 6:06am ET · For: 6/30/22 · Accession #: 1477932-22-5950 · File #: 333-263405

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