UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ 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

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

Commission File No. 333-236117

CARRIAGE HOUSE EVENT CENTER, INC.
(Exact name of the small business issuer as specified in its charter)

Colorado
(State of either jurisdiction of
Incorporation or Organization)

558 Castle Pines Parkway, B-4, Suite 140
Castle Pines, CO 80108
(Address of principal executive offices)

303-730-7939
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 [  ]      No [X]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [  ]      No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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.[  ]

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [X]      No [  ]

The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at August 5,November 11, 2022 was 4,450,000.

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

See accompanying notes to these unaudited condensed consolidated financial statements.

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See accompanying notes to these unaudited condensed consolidated financial statements.

4

See accompanying notes to these unaudited condensed consolidated financial statements.

5

See accompanying notes to these unaudited condensed consolidated financial statements.

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Carriage house Event Center, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
JuneSeptember 30, 2022

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Carriage House Events Center, Inc. (the “Company” or “We”) was incorporated under the laws of the State Colorado on June 26, 2010. The Company is developing its planned principal operations.

A new corporation, Blue Carriage Events, Inc. (“Blue Carriage”), was formed under the laws of the State of Colorado in September 2018. Blue Carriage issued the Company 100 shares and is a wholly owned subsidiary of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2021.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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 period. Actual results may differ from those estimates.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and Blue Carriage Events, Inc., its wholly owned subsidiary. During the sixnine months ended JuneSeptember 30, 2022 and 2021,Blue Carriage has had no transactions and has no bank account.

Recent Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has used mainly related party loans to finance activities during the period from June 26, 2010 (inception) through JuneSeptember 30, 2022, with no resulting revenues. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to achieve a level of profitable operations and/or additional financing impacts the Company’s ability to continue as it is presently organized. Management continues to develop its planned principal operations. Should management be unsuccessful in its operating activities, the Company may substantially curtail or terminate its operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The COVID-19 Pandemic has had a dramatic effect on the wedding business in America and the operations of the Company. The Event Center business had come to a complete standstill because of rules against gatherings in most cities and states. It became impossible for the Company to continue with its proposed business plan and to raise the additional funding to construct the event center as outlined in the Company business plan.

Many that have had their reservations at an event center, sometimes a year in advance, have had to postpone or cancel, usually because of the requirement to limited numbers of people at gatherings imposed by mayors and governors. The event center business has suffered with these cancellations. While weddings are a major part of the business of an event center, other meetings such as corporate functions were also cancelled.

Since our Company is based heavily on an event center, and thus on meetings of 50 to 1,000 people, the progress of the Company has been dramatically curtailed in a number of ways. First, in the raising of capital through investors in our public offering and in additional private capital. Second, in advancing our business plan in a number of areas, including getting the interest of companies that might be interested in participating in our overall concept.

If unable to overcome these setbacks, we may need to change the direction of the Company, including seeking a company for a merger candidate.

NOTE 4 – RELATED PARTY TRANSACTIONS

Related Party Debt

The Company has entered into promissory notes (each a “Note” and collectively the “Notes”) with related parties, Terayco Enterprises, LTD. (“Terayco”) and A. Terry Ray (“Terry Ray”). Terayco (the “Holder”) is a corporation owned by Phillip E. Ray, the husband of A. Terry Ray, and A. Terry Ray, the principal shareholder of the Company.

As of June 30, 2022 and All notes are interest free until December 31, 2021, the Company was indebted to Terayco and Terry Ray in the aggregate principal amount of $106,8002023 and $97,500, respectively.

The details of each note, still outstanding, by the year of issue is as follows:

2012:

●A convertible promissory note was issued to Terayco on December 31, 2012 in the amount of $7,000.

At the time of issue, the terms of the Note were it matured two years from the date of issuance at which time the outstanding principal amount of the Note and all accrued and unpaid interest thereon was due and payable by the Company. The Note was interest free for the first year from issuance, after which time it bears interest at the rate of 4% per annum. Interest is accrued and compounded monthly and became payable on the maturity date.

The Note became due and payable immediately upon the failure by the Company to pay within five (5) days of the due date of any amount of the principal or accrued interest on the Note.

The unpaid principal on these Notes shall be convertible, at the sole and exclusive option of the Holder, prior to the payment in full of the principal and interest outstanding under the Notes into common stock of the Company at a fixed rate of $0.01 per share.

On December 31, 2013 the Company entered into an agreement with Terayco to issue 50,000 shares of common stock of the Company to amend the $7,000 note to remove the optional conversion and extend the maturity date and the interest date to December 31, 2018. The shares were issued on February 15, 2014.

The note was amended on December 31, 2018 to extend the maturity date and the interest accrual date to December 31, 2020.

The note was further amended on December 31, 2020 to extend the maturity date and the interest accrual date to December 31, 2023.

2014:

● A convertible promissory note was issued to Terayco on December 31, 2014 in the amount of $14,000.

At the time of issue, the terms of the Note were it matured two years from the date of issuance at which time the outstanding principal amount of the Note and all accrued and unpaid interest thereon was due and payable by the Company. The Note was interest free for the first year from issuance, after which time it bears interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

The Note became due and payable immediately upon the failure by the Company to pay within five (5) days of the due date of any amount of the principal or accrued interest on the Note.

The unpaid principal on these Notes shall be convertible, at the sole and exclusive option of the Holder, prior to the payment in full of the principal and interest outstanding under the Notes into common stock of the Company at a fixed rate of $0.01 per share.

On December 31, 2015, the Company entered into an agreement with Terayco to issue 50,000 shares of common stock of the Company to amend the $14,000 note to remove the optional conversion and extend the maturity date and the interest date to December 31, 2018. The shares were issued on January 10, 2016.

The note was amended at December 31, 2018 to extend the maturity date and the interest accrual date to December 31, 2020.

The note was further amended on December 31, 2020 to extend the maturity date and the interest date accrual to December 31, 2023.

2015:

● A promissory note was issued to Terayco on July 23, 2015 in the amount of $5,500.

The note matured December 31, 2018. The note was interest free until December 31, 2018, after which time it bears interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

The note was amended on December 31, 2018 to extend the maturity date and the interest date to December 31, 2020.

The note was further amended on December 31, 2020 to extend the maturity date and the interest date accrual to December 31, 2023.

2019:

● A promissory note was issued to A. Terry, the Company President, on September 10, 2019 in the amount of $33,000.

The note matured December 31, 2020. The note was interest free until December 31, 2020, after which time itthey will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

The note was amended on December 31, 2020 to extend the maturity date and the interest accrual date to December 31, 2023.

● A promissory note was issued to A. Terry Ray on November 23, 2019 in the amount of $24,000.

The note matures December 31, 2020. The note is interest free until December 31, 2020 after which time it will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

$2,000 was repaid toward this note in the third quarter of 2020, leaving a balance of $22,000.The note was amended on July 27, 2020 to extend the maturity date and the interest accrual date to December 31, 2023.

2021:

● A promissory note was issued to A. Terry, the Company President, on September 30, 2021 in the amount of $14,000.

The note matures December 31, 2023. The note is interest free until December 31, 2023 after which time it will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date. The principal amount of the Note may be prepaid by the Company, in whole or in part without premium or penalty, at any time. Upon any prepayment of the entire principal amount of the Notes, all accrued but unpaid interest shall be paid to the Holder on the date of prepayment.

● A promissory note was issued to A. Terry, the Company President, on December 30, 2021 in the amount of $2,000.

The note matures December 31, 2023. The note is interest free until December 31, 2023 after which time it will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

2022:

● A promissory note was issued to A. Terry, the Company President, on February 4, 2022 in the amount of $2,000.

The note matures December 31, 2023. The note is interest free until December 31, 2023 after which time it will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

● A promissory note was issued to A. Terry, the Company President, on March 31, 2022 in the amount of $4,300.

The note matures December 31, 2023. The note is interest free until December 31, 2023 after which time it will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

● A promissory note was issued to A. Terry, the Company President, on June 30, 2022 in the amount of $3,000.

The note matures December 31, 2023. The note is interest free until December 31, 2023 after which time it will bear interest at the rate of 4% per annum. Interest is accrued and compounded monthly and becomes payable on the maturity date.

The following table summarizes the issue periodoutstanding notes as of each outstanding note as of:September 30, 2022 and December 31, 2021.

NOTE 5 — STOCKHOLDERS’ EQUITY

Common Stock

There are 45,000,000 shares of Common Stock, $0.001 par value, authorized, with 4,450,000 shares issued and outstanding at JuneSeptember 30, 2022 and December 31, 2021.

There are 5,000,000 shares of Preferred Stock authorized, NaNnone of which is issued and outstanding.

The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore, subject to any preferential dividend rights of outstanding Preferred Stock, which may be authorized and issued in the future. Upon a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further only to the prior rights of any outstanding Preferred Stock which may be authorized and issued in the future.

The holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of Common Stock are, and the shares offered herein will be, when issued and paid for, fully paid and non-assessable. Cumulative voting in the election of directors is not permitted and the holders of a majority of the number of outstanding shares will be in a position to control the election of directors at a general shareholder meeting and may elect all of the directors standing for election. We have no present intention to pay cash dividends to the holders of Common Stock.

NOTE 6 — SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC 855, “Subsequent Events,” from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist.

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

Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.

Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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Business Overview

Carriage House Event Center, Inc. (“we, “us,” “our,” the “Company” or “Carriage House”) was incorporated in the state of Colorado on June 26, 2010. On September 11, 2018, we formed a wholly owned subsidiary company, Blue Carriage Events, Inc. As of the date of this filing, we have not conducted any business through the Company or through our subsidiary. Our principal executive offices are located at 558 Castle Pines Parkway, B-4, Suite 140, Castle Pines, CO 80108Telephone80108 Telephone 303-730-7939.

The Company was formed for the purpose of researching and developing a concept of an Event Center with many additional associated businesses on the grounds of the Event Center.

We have not generated revenue to date. Our operations since 2010 to date has consisted of extensive research of our concept and filing an S-1 registration statement.

Our independent accountants have expressed a “going concern” opinion.

In 2020, the Company filed an S-1 Registration Statement to register 1,000,000 shares of the Company’s common stock to be sold to the public at the price of $0.10 per share for a total of $100,000. The Registration Statement became effective on May 8, 2020.

The Company sold 300,000 shares of common stock at $0.10 per share for gross proceeds of $30,000. The shares were sold by the officers and Directors of the Company and no broker commissions were paid. There is no guarantee that additional shares will be sold from the Registration Statement.

Even if all of the shares offered on the S-1 Registration Statement had been sold, our management would continue to own over a majority of the outstanding shares of the Company.AsCompany. As of JuneSeptember 30, 2022, management and affiliates own 4,150,000 shares (93.3%) and the shareholders hold the free stock own 300,000 shares(6.7%) .

As a result, they have the ability to determine the outcome on all matters requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions.

Covid-19 Pandemic

In December 2019 Covid -19 emergedThe Company was formed for the purpose of researching and spread worldwide. The World health Organization Covid-19developing a pandemic resulting in federal, state and local governments and private entities mandating restrictions, including travel restrictions, restrictionsconcept of an Event Center with many additional associated businesses on public gatherings, stay at home orders and advisories and quarantiningthe grounds of people who may have been exposed to the virus.

Since 2020and through 2022,Event Center. As a result of the Covid-19 Pandemic has had a dramatic effect on the progress of the Company, especially in raising the funds needed for advancing our business plan. Most cities and states have had strong restrictions on gatherings during the pandemic. Many wedding, corporate and other meetings were cancelled or postponed, thus having a dramatic effect on the Event Center business.If unable to overcome these setbacks, we may need to changethe direction of the Company, including seeking a company for a merger candidate.

The wedding event business is the major part of our business plan for an event center.

According to “The Wedding Report,” of July 29, 2020, the Covid-19 Pandemic has had an enormous effect on the wedding business in 2020.

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While the report was for the year 2020, the COVID-19 pandemic did not diminish in 2021, makingcircumstances that have negatively affected the event center business extremely difficultand ultimately our ability to operate profitably.

Many of those that have had their reservations at an event center, sometimes a year in advance, have had to postpone or cancel, usually because ofraise capital and move forward with our original business plan, the requirement to limited numbers of people at gatherings imposed by mayors and governors. The event center business has suffered with these cancellations. While weddings are a major part of the business of an event center, other meetings such as corporate functionswere also cancelled or postponed.

In June 2021, “The Wedding Report” did a survey with the results as follows:

Since our Company is based heavily on an event center, and thus on meetingsseeking other opportunities including a possible merger, acquisition and/or change of 50 to 1,000 people, the progress of the Company has been dramatically curtailed in a number of ways. First, in the raising of capital through investors in our public offering and in additional private capital. Second, in advancing our business plan in a number of areas, including getting the interest of companies that might be interested in participating in our overall concept.plan.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.9

Critical Accounting Policies, Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. Refer to Note 2 for a summary of our significant accounting policies.

Results of Operations for the Three months Ended JuneSeptember 30, 2022 compared to the Three months Ended JuneSeptember 30, 2021.

For the three months ended June 30, 2022 and 2021, we did not earn any revenue.

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Operating Expenses

For the three months ended June 30, 2022 and 2021, we had general and administrative expenses of $2,366 and $3,715, respectively, a decrease of $1,359 or 36.3% . The decrease in the current period can be attributed to a decrease in professional fees.

Net Loss

For the three months ended June 30, 2022 and 2021, our net loss was $2,366 and $3,715.

Results of Operations for the Six months Ended June 30, 2022 compared to the Six months Ended June 30, 2021.

For the six months ended JuneSeptember 30, 2022 and 2021, we did not earn any revenue.

Operating Expenses

For the sixthree months ended JuneSeptember 30, 2022 and 2021, we had general and administrative expenses of $8,592$2,866 and $9,539,$14,244, respectively, a decrease of $947$11,378 or 9.9%79.8% . The decrease in the current period can be attributed to a decrease of $1,895 in professional fees, $1,500 of which was for audit fees. In the prior year we incurred a $10,000 expense for FINRA related filings. We had no similar expense in the current period.

Net Loss

For the sixthree months ended JuneSeptember 30, 2022 and 2021, our net loss was $8,592$2,866 and $9,539.$14,244.

Results of Operations for the Nine months Ended September 30, 2022 compared to the Nine months Ended September 30, 2021.

For the nine months ended September 30, 2022 and 2021, we did not earn any revenue.

Operating Expenses

For the nine months ended September 30, 2022 and 2021, we had general and administrative expenses of $11,458 and $23,783, respectively, a decrease of $12,325 or 51.8% . The decrease in the current period can be attributed to a decrease of $3,415 in professional fees, $2,720 of which was for audit fees. In the prior year we incurred a $10,000 expense for FINRA related filings. We had no similar expense in the current period.

Net Loss

For the nine months ended September 30, 2022 and 2021, our net loss was $11,458 and $23,783.

Liquidity and Capital Resources

Our cash balance at JuneSeptember 30, 2022 was $1,672,$1,306, with $106,800$109,300 in loans payable to related parties. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our director, A. Terry Ray, who has agreed to advance funds for operations, however there is no formal commitment, arrangement, or legal obligation to advance or loan funds to us.

Operating Activities

Net cash used in operating activities was $8,592forthe six$11,458 for the nine months ended JuneSeptember 30, 2022, compared with $9,539$23,783 used for operating activities during the sixnine months ended JuneSeptember 30, 2021.

Investing Activities

We neither generated nor used cash in investing activities during the sixnine months ended JuneSeptember 30, 2022 and 2021.

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Financing Activities

During the sixnine months ended JuneSeptember 30, 2022, we received $9,300$11,800 from related party loans compared to $0$14,000 for the sixnine months ended JuneSeptember 30, 2021.

Going Concern

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations and has a stockholders’ deficit of $105,128with$107,994 with an accumulated deficit of $139,278.$142,144. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures duringthe sixduring the nine months ended JuneSeptember 30, 2022were2022 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The term “disclosure controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Notwithstanding the identified material weaknesses, management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during quarter ended JuneSeptember 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS.

There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.

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Item 1A. Risk Factors.

In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure 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.

None

Item 5. Other Information.

None

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Item 6. Exhibits.

(a) Exhibits.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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