UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JuneSeptember 30, 2022

( ) 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 333-229830

CHARMT, INC.

(Exact name of registrant issuer as specified in its charter)

66 West Flagler Street, Suite 900 - #3040, Miami, FLFlorida, 33130

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tel: +1251-2629446

(Registrant’s phone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act

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 (X)      No ( )

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, 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 for such shorter period that the registrant was required to submit such files).

Yes ( )       No (X)

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”, “smaller reporting company” and “emerging growth 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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

Yes (X)     No ( )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (X)       No ( )

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of latest practicable date.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

CHARMT, INC.

CONDENSED BALANCE SHEETS

AS OF JUNESEPTEMBER 30, 2022 AND DECEMBER 31, 2021

(Currency expressed in United States Dollars (“US$”))

See accompanying notes to the unaudited condensed consolidated financial statements.

F-1

CHARMT, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”))

See accompanying notes to the unaudited condensed consolidated financial statements.

F-2

CHARMT, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”))

See accompanying notes to the unaudited condensed consolidated financial statements.

F-3

CHARMT, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”))

See accompanying notes to the unaudited condensed consolidated financial statements.

F-4

CHARMT, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2022

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 1 –ORGANIZATION AND BUSINESS BACKGROUND

Charmt, Inc. (the “Company”) was incorporated in the State of Nevada on August 2, 2018. To June 27, 2022, the Company was developing a messenger application. It was being designed to provide a chance to alter the speaker’s voice while talking with other people and full functionality of similar messaging apps. The Company intended to develop and publish mobile applications on the iOS, Google Play, Amazon and Ethereum platforms. Charmt, Inc. intended to generate revenues through the sale of branded advertisements and via consumer transactions, including in-app purchases. The management of the Company planned to distribute the application all over the world using various platforms.

On June 27, 2022, Gediminas Knyzelis, the Company’s former sole officer and director and majority stockholder, sold 3,000,000 shares of Company common stock (representing 77.5% of the 3,870,600 shares of common stock issued and outstanding at June 27, 2022) to ZHOU XUAN. In connection therewith, Gediminas Knyzelis resigned as officer and director of the Company and ZHOU XUAN consented to act as the Company’s chief executive officer, chief financial officer, and director. Also, Gediminas Knyzelis agreed to waivedwaive the $76,050$76,535 amount due to him at June 27, 2022 and the Company agreed to assign the software acquired by the Company on March 17, 2022 to Gediminas Knyzelis.

As a result of the ownership and management change described above, the Company ceased its former business plans and is now searching for business opportunities to acquire.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of JuneSeptember 30, 2022, the Company had cash of $1,0120 and negative working capital of $2691,947. For the sixnine months ended JuneSeptember 30, 2022, the Company had no revenues and generated a net loss of $11,323$13,486. These factors raise substantial doubt regarding the Company`s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are expressed in US dollars.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization.

Use of Estimates

The preparation of financial statements in conformity 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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Software

On March 17, 2022 the Company acquired certain quality assurance software and related intellectual property rights for $22,000$22,000 cash (which was paid for by the Company's sole officer and director). To June 27, 2022, the cost of the software was amortized using the straight-line method over the estimated 5 years economic life of the software. On June 27, 2022, the Company assigned the software to Gediminas Knyzelis as part of the change in control transaction.

CHARMT, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2022

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive common shares outstanding for the periods presented.

Revenue Recognition

The Company’s revenue recognition policies will follow FASB 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

IncomeIncome Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Foreign Currency

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.

Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company`s financial position and results of operations from adoption of these standards is not expected to be material.

NOTE 4 -STOCKHOLDERS’ EQUITY

On June 27, 2022, as a result of a private transactions,transaction, 3,000,000 shares of common stock, $0.001 par value per share (the "Shares") of Charmt, Inc., a Nevada corporation (the "Company"), were transferred from Gediminas Knyzelis to ZHOU XUAN (the “Purchaser”). As a result, the Purchaser became a holder of approximately 77.5% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $350,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, Gediminas Knyzelis released the Company from all debts owed to him.

There were3,870,600 shares of common stock issued and outstanding as of JuneSeptember 30, 2022.

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

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. 

BUSINESS OVERVIEW

To June 27, 2022, the Company was developing a new kind of messenger. Charmt’s app was intended to be a unique product with high production value and high revenue potential. It was going to be developed and published on both original and licensed IP. As the result of the change in control transaction on June 27, 2022, the Company assigned the software acquired by the Company on March 17, 2022 to Gediminas Knyzelis, the former sole officer and director. As a result of the ownership and management change described above, the Company ceased its former business plans and is now searching for business opportunities to acquire.

As of the issuance date of this filing, no new business acquisition has not been occurred.

Results of Operations

For the three months ended JuneSeptember 30, 2022

During the three months ended JuneSeptember 30, 2022 and 2021, we generated no revenues. Our operating expenses for the same periods were comprised of operating expenses of $3,695$2,163 and $11,575,$2,678, respectively, resulting in net loss of $3,695$2,163 for the three months ended JuneSeptember 30, 2022 compared to a net loss of $11,575$2,678 for the three months ended JuneSeptember 30, 2021. Our operating expenses consisted of mainly professional fees for the three months ended JuneSeptember 30, 2022 and 2021, respectively. The decrease ofin operating expenses was mainly due to the lesser professional fees.bank charges.

For the sixnine months ended JuneSeptember 30, 2022

During the sixnine months ended JuneSeptember 30, 2022 and 2021, we generated no revenues. Our operating expenses for the same periods were comprised of operating expenses of $11,323$13,486 and $17,127,$19,805, respectively, resulting in net loss of $11,323$13,486 for the sixnine months ended JuneSeptember 30, 2022 compared to a net loss of $$17,127$19,805 for the sixnine months ended JuneSeptember 30, 2021. Our operating expenses consisted of mainly professional fees for the sixnine months ended JuneSeptember 30, 2022 and 2021, respectively. The decrease ofin operating expenses was mainly due to the lesser professional fees.

Our total assets as of JuneSeptember 30, 2022 were $1,012.$0.

As of JuneSeptember 30, 2022, the Company had 3,870,600 shares of common stock issued and outstanding.

Liquidity and Capital Resources

As of JuneSeptember 30, 2022, we had cash and cash equivalents of $1,012.$0. The Company expects to obtainedobtain financing to meet our basic operating requirements for approximatelythe next twelve months.

Operating Activities

For the sixnine months period ended JuneSeptember 30, 2022, net cash used in operating activities was $8,885,$12,032, compared to net cash used in operating activities of $22,127$24,358 for the sixnine months period ended JuneSeptember 30, 2021. Such decrease was primarily due to lesser professional fees.

Investing Activities

For the sixnine months period ended JuneSeptember 30, 2022 and 2021, net cash used in investing activities was $0 and $0, respectively.

Financing Activities

For the sixnine months period ended JuneSeptember 30, 2022 net cash provided by financing activities was $8,822,$10,957, compared to the net cash provided by financing activities of $21,200$23,335 for the sixnine months period ended JuneSeptember 30, 2021. Such decrease was due to a loan amountlower number of advances from our former sole officer and director, Gediminas Knyzelis.

Off-balance Sheet Arrangements

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.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Certifying Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of JuneSeptember 30, 2022. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of JuneSeptember 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of JuneSeptember 30, 2022, our disclosure controls and procedures were not effective: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. Because a material weakness in the Company’s internal controls over financial reporting existed as of JuneSeptember 30, 2022 and has not been remediated, the Company’s disclosure controls and procedures were not effective as of JuneSeptember 30, 2022.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures in connection with identifying an operating business to acquire and when funds are available to us:

We anticipate that we will, at least partially, begin to implement these initiatives in the current fiscal year.

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting and none is required.

Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, there were no changes in the internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

The following exhibits are included as part of this report by reference:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.