UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 September 30, 2017
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number: 333-187874

 

LUCKYCOM PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Nevada		46-1660653
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

 

11767 Katy Freeway, Suite 830, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

 

(281) 668-8266

(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

[X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data 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).

[  ] Yes [X] 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
Emerging growth company	[X]

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [  ] Yes [  ] No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

The number of shares of common stock, par value $0.01 outstanding as of November 13, 2017 was 18,376,000.

 

 

 

TABLE OF CONTENTS

 

		Page
PART I – Financial Information
Item 1:	Financial Statements (Unaudited)	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – Other Information
Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Mine Safety Disclosures	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

Our condensed consolidated financial statements included in this Form 10-Q are as follows:

 

Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and March 31, 2017 (audited);	F-1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2017 and 2016 (unaudited);	F-2
Condensed Consolidated Cash Flows for the Six Months Ended September 30, 2017 and 2016 (unaudited);	F-3
Notes to Condensed Consolidated Financial Statements (unaudited).	F-4

 

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities and Exchange Commission instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2017 are not necessarily indicative of the results that can be expected for the full year.

 

 

LUCKYCOM PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30, 2017				March 31, 2017
		(unaudited)
Assets
Current Assets
Cash		$	209,320			$	29,413
Prepaid expense and other current assets			38,572				17,568
Total Current Assets			247,892				46,981
Other Assets
Other assets			413				5,405
Total Other Assets			413				5,405
Total Assets		$	248,305			$	52,386
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Other payable and accrued liabilities		$	68,596			$	67,541
Due to officer			37,740				327,054
Total Liabilities			106,336				394,595
Stockholders’ Equity (Deficit)
Common stock, $0.01 par value; 100,000,000 shares authorized; 18,376,000 and 17,626,000 shares issued and outstanding as of September 30, 2017 and March 31, 2017, respectively.			183,760				176,260
Additional paid-in capital			1,715,748				973,248
Accumulated other comprehensive income			10				10
Accumulated deficit			(1,757,549	)			(1,491,727	)
Total stockholders’ equity (deficit)			141,969				(342,209	)
Total Liabilities and Stockholders’ Equity (Deficit)		$	248,305			$	52,386

 

See accompanying notes to condensed consolidated financial statements.

 

 

LUCKYCOM PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the three months ended								For the six months ended
		September 30								September 30
		2017				2016				2017				2016
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
General and administrative expenses		$	108,155			$	112,813			$	266,014			$	222,928
Other (expense) income			(371	)			(293	)			192				(290	)
Net Loss		$	(108,526	)		$	(113,106	)		$	(265,822	)		$	(223,218	)
Net loss per share – basic and diluted		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	(0.01	)
Weighted average common shares – basic and diluted			18,376,000				17,541,087				18,232,557				17,520,656

 

See accompanying notes to condensed consolidated financial statements.

 

 

LUCKYCOM PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the six months ended
		September 30
		2017				2016
		(unaudited)				(unaudited)
Cash Flows from Operating Activities
Net loss		$	(265,822	)		$	(223,218	)
Adjustment to reconcile net loss to net cash used in operating activities:
Common stock issued for service			-				5,940
Changes in operating assets and liabilities:
Prepaid expense and other current assets			(21,004	)			-
Other assets			4,992
Other payable and accrued liabilities			1,055				27,510
Net cash flow used in operating activities			(280,779	)			(189,768	)
Cash Flows from Investing Activities			-				-
Cash Flows from Financing Activities
Proceeds from issuance of common stock			422,946				112,508
Proceeds from officer loans			37,740				150,894
Net cash flow provided by financing activities			460,686				263,402
Net increase in cash			179,907				73,634
Cash, beginning of period			29,413				86,262
Cash, End of Period		$	209,320			$	159,896
Supplemental disclosures of cash flow information:
Cash paid for interest expense		$	-			$	-
Cash paid for income taxes		$	-			$	-
Noncash financing activities
Shares issued to officer for debt repayment		$	327,054			$	-
Expenses paid by officer contributed to capital		$	-				19,545

 

See accompanying notes to condensed consolidated financial statements.

 

 

LUCKYCOM PHARMACEUTICALS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 1 – Organization and Basis of Presentation

 

The accompanying condensed consolidated unaudited interim financial statements of Luckycom Pharmaceuticals Inc. (the “Company”, “Luckycom”, “we” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto of the Company contained in the Company’s Form 10-K filed with the SEC on June 27, 2017.

 

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

 

Organization and Description of Business

 

The Company plans to acquire, develop, manufacture and market pharmaceutical medication.

 

Luckycom Limited, a wholly-owned subsidiary of the Company, was incorporated in Hong Kong as Goldsans Capital (Hong Kong) Limited (“Goldsans”) on November 8, 2011. Goldsans name was changed to Wudor Capital Hong Kong Limited on May 22, 2012 and subsequently to Luckycom Limited on June 28, 2013.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

 

Note 2 – Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,757,549 as of September 30, 2017, and further losses are anticipated as a result of the development of business which raises substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the issuance date of this report. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing necessary to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of the Company’s common stock.

 

 

Note 3 – Related Party Transactions

 

The Company’s sole officer and director, and a shareholder, Mr. Kingrich Lee, loaned an aggregate of $19,322 and $584 to the Company during the three months ended September 30, 2017 and 2016, respectively, and loaned an aggregate of $37,740 and $150,894 to the Company during the six months ended September 30, 2017 and 2016, respectively.

 

Mr. Kingrich Lee is owed an aggregate amount of $37,740 and $327,054 as of September 30, 2017 and March 31, 2017, respectively.

 

The amounts are unsecured, non-interest bearing and due on demand.

 

During the six months ended September 30, 2017, the Company issued an aggregate of 750,000 shares of common stock to Mr. Kingrich Lee in the settlement of the debt owed to Mr. Kingrich Lee in the amount of $327,054 and in exchange of Mr. Kingrich Lee’s investment of $422,946 of cash.

 

Note 4 – Capital Stock

 

As of September 30, 2017, the Company had 18,376,000 shares of common stock issued and outstanding. During the six months ended September 30, 2017, the Company issued in aggregate of 750,000 shares of common stock to Mr. Kingrich Lee.

 

Note 5 – Subsequent Event

 

The Company has evaluated subsequent events through the issuance of the condensed consolidated financial statements and no subsequent event is identified.

 

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

We are a shell company and have not begun operations.

 

As reflected in the accompanying financial statements, we have no source of revenues and need additional cash resources to maintain our operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. These factors raise substantial doubt about our ability to continue as a going concern. We are presently dependent on our controlling shareholder to provide us funding for our daily operations and expenses, including professional fees and fees charged by regulators, although he is under no obligation to do so.

 

We have $209,320 in cash as of September 30, 2017. We believe that our expenses over the next 12 months from the issuance date of this report will be approximately $2,000,000. This estimate may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

 

We intend to meet our cash requirements for the next 12 months from the issuance date of this report through a combination of debt and equity financing by way of private placements, friends, family and business associates. As a reporting company, we are better equipped to raise capital because of the transparency of our operations and development. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us. We anticipate that Mr. Kingrich Lee, our Chief Executive Office, will spearhead our financing efforts.

 

If we are unable to raise $2,000,000 to implement our business plan as anticipated, we will need to scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC, which means that we will first ensure that we have sufficient capital to cover our expenses, which are estimated to be $300,000 over the next 12 months. Once these costs are accounted for, we will focus on the following activities:

 

1.	Establish a management team to work on our pharmaceutical operations in US and Malaysia.
2.	Identify and locate a privately-owned company or companies involved in the pharmaceutical business, which is looking to become a publicly listed company by combining their operation with us through a reverse merge.
3.	Implement manufacturing and sales of products.

 

Any failure to raise money will have the effect of delaying the time frames in our business plan as set forth above, and we may have to push back the dates of such activities.

 

 

Results of Operations

 

The Three Months and Six Months Ended September 30, 2017 and 2016

 

Operating Revenue

 

We recorded no consolidated revenue and consolidated gross loss for the three-month and six-month period ended September 30, 2017 and the same as the corresponding periods in 2016 as we are a shell company without any operations to generate revenue. We do not anticipate receiving further revenue for so long as we have no operations.

 

Operating Expenses

 

We had operating expenses of $108,155 and $112,813 for the three months ended September 30, 2017 and 2016, respectively and $266,014 and $222,928 for the six months ended September 30, 2017 and 2016, respectively.

 

Our operating expenses for the three months ended September 30, 2017 consisted mainly of professional fees of $38,094, officer compensation of $50,999, travel expenses of $5,665, and rent of $8,280.

 

Our operating expenses for the three months ended September 30, 2016 consisted mainly of professional fees of $48,085 (which includes $5,940 stock-based compensation), officer compensation of $44,776, travel expenses of $8,264, and rent of $8,178.

 

Our operating expenses for the six months ended September 30, 2017 consisted mainly of professional fees of $126,271, officer compensation of $95,999, travel expenses of $14,683, and rent of $18,196.

 

Our operating expenses for the six months ended September 30, 2016 consisted mainly of professional fees of $96,199 (which includes $5,940 stock-based compensation), officer compensation of $89,996, travel expenses of $13,201, and rent of $16,110.

 

We anticipate our operating expenses will increase sharply as we proceed to implement our business plan described above and become operational.

 

Net Loss

 

We incurred a net loss of $108,526 and $113,106 for the three months ended September 30, 2017 and 2016, respectively, net loss of $265,822 and $223,218 for the six months ended September, 2017 and 2016, respectively. We anticipate that we will continue to incur losses unless we are able to achieve some of our goals above.

 

Liquidity and Capital Resources

 

As of September 30, 2017, we had total current assets of $247,892 consisting of $209,320 in cash and $38,572 in prepaid expenses and other current assets. As of September 30, 2017, we had current liabilities in the amount of $106,336 consisting of other payable and accrued liabilities of $68,596, and $37,740 due to an officer.

 

 

The table below sets forth selected cash flow data for the periods presented:

 

		Six Months Ended
		September 30
		2017				2016
Net cash used in operating activities		$	(280,779	)		$	(189,768	)
Net cash provided by financing activities			460,686				263,402
Net increase in cash		$	179,907			$	73,634

 

Our negative operating cash flows were mainly a result of operating expenses (See also Result of Operations)

 

Our positive financing cash flows were a result of proceeds from issuance of common stock and officer loans.

 

For the six months ended September 30, 2017, the Company issued an aggregate of 750,000 shares of common stock to Mr. Kingrich Lee in the settlement of the debt owed to Mr. Lee in the amount of $327,054 and in exchange of Mr. Lee’s investment of $422,946 of cash.

 

On October 2, 2016, our wholly owned subsidiary, Luckycom Limited, entered into an employment agreement with Mr. Kingrich Lee. The agreement is for one year, renewable for successive one-year terms if not terminated, and provides annual compensation of $180,000, and other benefits. This agreement will materially impact our cash needs in the future, as any investment money we obtain will be used to pay Mr. Kingrich Lee’s salary and other benefits, and will have the effect of diverting funds that may be used to pursue our business plan.

 

Despite having $209,320 in cash as of September 30, 2017, we have insufficient cash to operate our business at the current level for the next 12 months from the issuance date of this report and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months from the issuance date of this report is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sale of stock or the advancement of loans of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2017, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that as of September 30, 2017, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified below.

 

 

Our principal executive officer and principal financial officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Remediation Plan to Address the Material Weaknesses 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 our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following two material weaknesses that have caused management to conclude that, as of September 30, 2017, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

 

●	We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. We only have one officer and director. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
●	Effective controls over the control environment have not been maintained. Specifically, we do not have a formally adopted written code of business conduct and ethics that governs our employees, officers and directors. Additionally, management has not developed and effectively communicated to its employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
●	We do not have sufficient levels of supervision and review of the accounting and financial reporting process. Our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Management evaluated the impact of insufficient levels of supervision and review of the accounting and financial reporting process and has concluded that the control deficiency that resulted represented a material weakness.

 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

 

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended September 30, 2017, there have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A. Risk Factors

 

Not required for smaller reporting companies.

 

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

 

Exhibit Number		Description of Exhibit
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Label Linkbase Document
101.PRE*		XBRL Taxonomy Presentation Linkbase Document

 

* Filed herewith

**Furnished herewith

 

 

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.

 

Luckycom Pharmaceuticals Inc.
Date:	November 13, 2017
By:	/s/ Kingrich Lee
	Kingrich Lee
Title:	Chief Executive Officer and Chief
	Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer)