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

     
  FORM 10-Q  
     

(Mark One)

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

For the quarterly period ended March 31, 2025
or

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

For the transition period from              to

Commission File No. 333-236117

Zhonghe Brand Yunjigou Technology Inc.
(Exact name of registrant as specified in its charter)
_________________________________________

Colorado 82-4268982
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)



Tian’an Science Park, Tower 23, 20th Floor

Panyu District, Guangzhou, PRC 510006

 
(Address of principal executive offices and Zip Code)


+86 15016720830
(Registrant's telephone number, including area code)
__________________________________________

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

Title of each class Trading symbol(s) Name of each exchange on which registered
     

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 (Exchange Act) 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 ☐

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 for such shorter period that the registrant was required to submit such files).

Yes ☒          No ☐

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

Large accelerated filer   Accelerated filer  
Non-accelerated filer   Smaller reporting company  
      Emerging growth company  

 

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

 

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

Yes ☒          No ☐

The number of shares of Common Stock, $0.001 par value of the registrant outstanding at May 27, 2025 was 4,450,000.

__________________________


TABLE OF CONTENTS

PART I. 3
   
Item 1. Financial Statements. 3
   
                    Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited) 3
   
                    Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited) 4
   
                    Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2025 and 2024 (Unaudited) 5
   
                    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited) 6
   
                    Notes to Condensed Unaudited Consolidated Financial Statements 7
   
                    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
   
                    Item 3. Quantitative and Qualitative Disclosures About Market Risks. 11
   
                   Item 4. Controls and Procedures 11
   
PART II 12
   
                    Item 1. Legal Proceedings. 12
   
                    Item 1A. Risk Factors. 12
   
                    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 12
   
                    Item 3. Defaults Upon Senior Securities. 12
   
                    Item 4. Mine Safety Disclosures. 12
   
                    Item 5. Other Information. 12
   
                    Item 6. Exhibits. 12
   
EXHIBIT INDEX 12
   
SIGNATURES 12

2


PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

 

             
    March 31, 2025     December 31, 2024  
Assets   (Unaudited)     (Audited)  
Current assets:            
   Cash $  0   $  31,901  
Total current assets   0     31,901  
             
Total assets $  0   $  31,901  
             
Liabilities and Stockholders’ Deficit            
Current liabilities:            
   Accounts payable $     $    
Non-current liabilities            
   Related party debt – long term   0     184,800  
Total liabilities   0     184,800  
             
Commitments and contingencies        
             
Stockholders’ Deficit:            
     Preferred stock, $0.001 par value; 
     5,000,000 shares authorized; no shares 
     issued and outstanding
     Common stock; $0.001 par value; 45,000,000 
     shares authorized; 4,450,000 shares issued and 
     outstanding
4,450 4,450
     Additional paid in capital   204,500     29,700  
     Accumulated deficit   (208,950 )   (187,049 )
Total Stockholders’ Deficit   0     (152,899 )
             
Total Liabilities and Stockholders’ Deficit $  0   $  31,901  

 

See accompanying notes to these unaudited condensed consolidated financial statements.

3


CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

             
    For the Three Months Ended  
    March 31,  
    2025     2024  
Expenses:            
     General and administrative $  21,901   $  5,790  
Total operating expenses   21,901     5,790  
             
Loss before provision for income taxes   (21,901 )   (5,790 )
             
Provision for income taxes        
             
Net loss $  (21,901 ) $  (5,790 )
             
Net Loss per common share            
Basic and diluted $  (0.00 ) $  (0.00 )
Weighted average shares outstanding              
Basic and diluted 4,450,000 4,450,000

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

4


 

CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)

 

                               
                            Total  
    Common Stock     Additional Paid     Accumulated     Stockholders’  
    Shares     Amount     in Capital     Deficit     Deficit  
Balance, December 31, 2024   4,450,000   $  4,450   $  29,700   $  (187,049 ) $  (152,899 )
Net loss           174,800     (21,901 )   152,899  
Balance, March 31, 2025   4,450,000   $  4,450   $  204,500   $  (208,950 ) $  0  
                         
    Common Stock     Additional Paid     Accumulated     Total Stockholders’  
    Shares     Amount     in Capital     Deficit     Deficit  
Balance, December 31, 2023   4,450,000   $  4,450   $  29,700   $  (159,944 ) $  (125,794 )
Net loss               (5,790 )   (5,790 )
Balance, March 31, 2024   4,450,000   $  4,450   $  29,700   $  (165,734 ) $  (131,584 )

 

See accompanying notes to these unaudited condensed consolidated financial statements.

5


 

CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


             
    For the Three Months Ended  
    March 31,  
    2025     2024  
Cash flows from operating activities:            
Net loss $  (21,901 ) $  (5,790 )

Adjustments to reconcile net loss to net cash used by operating activities:

         Accounts payable   0     (1,000 )
Net cash used by operating activities   (21,901 )   (6,790 )
             
Cash flows from investing activities:        
             
Cash flows from financing activities:            
       Proceeds from related party debt        
       Payments on related party debt   (10,000 )   (3,000 )
Net cash (used) provided by financing activities   (10,000 )   (3,000 )
             
Net change in cash   (31,901 )   (9,790 )
Cash at beginning of period   31,901     29,006  
Cash at end of period $  0   $  19,216  
             
Supplemental schedule of cash flow information:            
   Interest paid $     $    
   Income taxes paid $     $    

 

See accompanying notes to these unaudited condensed consolidated financial statements.

6


Carriage House Event Center, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2025

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.

The Company was formed for the purpose of researching and developing a concept for an Event Center with many additional associated businesses on the same grounds of the Event Center. For several years, the Company did extensive research on Event Centers throughout Colorado, Utah, Nevada and Arizona.

The Covid-19 Pandemic and other circumstances negatively affected the event center business and ultimately our ability to raise capital and move forward with our original business plan. However, now that the Pandemic has subsided, the Company intends to move forward, not only in the Event Center industry, but also other related industries such as Movie Theater and Cinema.

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, 2024. 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, 2023.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP 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 consolidated 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 three months ending March 31, 2025 and the year ending December 31, 2024, 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 March 31, 2025, with no resulting revenues. The Company has already service its debt, and planning to raise capital by issuing additional common stocks. 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7


Our focus for the fiscal year ending December 31, 2025, will be on continuing our attempt to raise additional capital, acquiring companies operating in cinema management industry.

If the Company is unable to raise the required funds to fulfill its business plan, the Company may seek other opportunities including a possible merger, acquisition and/or change of our business plan.

NOTE 4 RELATED PARTY TRANSACTIONS

The Company has forgiven and terminated pre-existing promissory notes (each a “Note” and collectively the “Notes”) with related parties, Terayco Enterprises, LTD. (“Terayco”) and A. Terry Ray (“Terry Ray”). Terayco is a corporation owned by Phillip E. Ray, the husband of A. Terry Ray, and A. Terry Ray, the former officer and director and former principal shareholder of the Company. Venture Vest Capital Corp. is a corporation owned by Philip E. Ray.

The Company received proceeds of $34,000 from these parties during the year ended December 31, 2024 and made $3,000 in repayments during the year ended December 31, 2024.

In January of 2025, an amount of $24,000 was repaid to Venturevest Capital Corp. and a Debt Forgiveness Agreement was executed by Venturevest Capital Corp. and Carriage House Event Center Inc.. The Promissory Note of June 20, 2024 in the amount of $30,000 and the Promissory Note of January 8, 2025 in the amount of $24,000 was forgiven and terminated.

In January of 2025, an amount of 2,585 was repaid to A. Terry Ray and a Debt Forgiveness Agreement was executed by A. Terry Ray and Carriage House Event Center Inc.. The Promissory Note of December 31, 2023 in the amount of $71,000 and $19,300, as well as the Promissory Note of December 20, 2024 in the amount of $4,000 was forgiven and terminated.

In January of 2025, a Debt Forgiveness Agreement was executed by Terayco Enterprises, Ltd. and Carriage House Event Center Inc.. The Promissory Note of December 31, 2023 in the amount of $26,500 was forgiven and terminated.

As of March 31, 2025, there was no outstanding promissory notes.

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 March 31, 2025 and December 31, 2024.

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.

Preferred Stock

We have 5,000,000 shares of Preferred Stock authorized, none of which have been designated. No shares are issued and outstanding.

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 consolidated unaudited financial statements were issued and has determined that no material subsequent events exist.

 

8


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.

Business Overview

Zhonghe Brand Yunjigou Technology Inc. (formerly known as Carriage House Event Center, Inc.) 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. On March 31, 2025 and April 4, 2025, respectively, Zhonghe Brand Ltd., a stockholder controlled by our Chief Executive Officer and Director, Ms. Lei He, and the holder of approximately 93.26% of the Company’s then issued and outstanding voting securities, and the Board took action by written consent approving and adopting an amendment to the Company’s Articles of Incorporation to (i) increase the number of authorized shares of common stock to 1,000,000,000, (ii) change the name of the Company to “Zhonghe Brand Yunjigou Technology Inc.” and (iii) update the principal office address of the Company on file to “20th Floor, Building 23, Tian'an Science Park, Panyu District, Guangzhou, P.R. China 511400” (collectively, the “Amendments”). The Amendments became effective on May 12, 2025. Unless otherwise indicated in this Quarterly Report, references to “we,” “us,” “our,” or the “Company” refer to Zhonghe Brand Yunjigou Technology Inc. None of our operations are conducted through this entity. Our principal executive offices are located at Tian’an Science Park, Tower 23, 20th Floor, Panyu District, Guangzhou, PRC.

In 2020, the Company filed the Registration Statement on Form S-1, as amended, to register 1,000,000 shares of 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.

We were formed for the purpose of developing a unique event center, encompassing a variety of additional services in the same location. Since incorporation in 2010, our operations have consisted of extensive research. However, the onset of the COVID-19 pandemic, along with the Company’s inability to maintain quotation on the over-the-counter market, has significantly impacted our progress and operations. In addition, the original business concept did not progress as expected. The Company is currently planning to shift its strategic direction, and is actively pursuing potential acquisition opportunities, including identifying a potential merger candidate in the cinema industries.

As of the date of this report, we have conducted business acquisition negotiation with multiple companies through the Company or through our subsidiary. We have identified one such candidate and reached letter of intent. To date, we have not entered into any definitive agreements in connection with a merger or other transaction.

Our independent accountants have expressed a “going concern” opinion on our December 31, 2024 and 2023 audited financial statements.

Our management and affiliated parties hold a majority of the Company’s outstanding shares. As of March 31, 2025, our largest shareholder, whose director also serves as our Chief Executive Officer, beneficially owned approximately 93.26% of the Company’s outstanding shares. As a result, management has the ability to control or significantly influence the outcome of substantially all matters requiring shareholder approval, including the election of directors and the authorization of major corporate transactions.

9


On June 1, 2023, the Company entered into a letter of intent to purchase an 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona. There was a delay as to when the present tenants would move out. The agreements were renewed in December of 2024. When completed, the purchase will be funded with common or preferred stock of the Company and debt. On December 18, 2023, the letter of intent was amended stating the LOI would remain open for execution until July 30, 2024. Effective January 22, 2024, the letter of intent to purchase the 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona was terminated.

On January 6, 2025 four shareholders of the Company, including A. Terry Ray, Terayco Enterprises, Ltd., DLR Associates, and Janel Jean-Baptiste (Dunda) (collectively, the “Selling Shareholders”), entered into a Stock Purchase Agreement (as at any time amended, restated, supplemented or otherwise modified, the “Purchase Agreement”) with Zhonghe Brand Ltd., a company established in the British Virgin Islands (the “Purchaser”) to sell an aggregate of Four Million One Hundred Fifty Thousand (4,150,000) shares of the Company’s common stock, personally owned by Selling Shareholders, which represents approximately 93.26% of the issued and outstanding shares of the Company. The closing of the Purchase Agreement became effective on January 22, 2025 (the “Effective Date”). In addition, on the Effective Date, A Terry Ray and Janel Jean-Baptiste (Dunda), submitted their resignations from all executive officer positions with the Company, including Chief Executive Officer, Chief Financial Officer, and Secretary respectively. Mr. Lei He was appointed as Chief Executive Officer, Chief Financial Officer and to the Board of the Company, effective immediately. Ms. Ziqian Li was appointed as Secretary of the Company, effective immediately.

The Company entered into promissory notes (each a “Note” and collectively the “Notes”) with related parties, namely Terayco Enterprises, LTD. (“Terayco”) and A. Terry Ray (“Terry Ray”). Subsequent to December 31, 2024, the Company repaid $10,000 of the March 31, 2025, note payable to VentureVest Capital Corporation and created a new note on January 8, 2025 for $24,000. See “NOTE 4 – RELATED PARTY TRANSACTIONS ” for details. Following the Purchase Agreement, Terry Ray, VentureVest Capital Corporation, and Terayco (the “Lenders”) each entered into a debt forgiveness agreement with the Company. As of the date of this report, the entire outstanding principal and all accrued interest owed by the Company to the Lenders have been forgiven, and the Notes are deemed null and void.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our actual results could differ from these estimates under different assumptions or conditions. Refer to “NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” of our Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our critical accounting estimates. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations for the Three months Ended March 31, 2025, compared to the Three months Ended March 31, 2024.

For the three months ended March 31, 2025 and 2024, we did not earn any revenue.

Operating Expenses

For the three months ended March 31, 2025 and 2024, we had general and administrative expenses of $21,901 and $5,790, respectively, representing an increase of $16,111 or 378.26% . The increase in the current period was primarily attributable higher overhead expenses as a result of change in control of registrant.

Net Loss

For the three months ended March 31, 2025 and 2024, our net loss was $21,901 and $5,790, respectively.

Liquidity and Capital Resources

Our cash balance at March 31, 2025 was $0. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our director, Lei He, 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 $21,901 for the three months ended March 31, 2025, compared with $6,790 used for operating activities during the three months ended March 31, 2024.

Investing Activities

We neither generated nor used cash in investing activities during the three months ended March 31, 2025 or 2024.

Financing Activities

During the three months ended March 31, 2025, we used $10,000 to repay related party debt. During the three months ended March 31, 2024, we used $3,000 to repay related party loans..

Going Concern

The accompanying consolidated 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 a stockholders’ deficit of $0 with an accumulated deficit of $208,950 at March 31, 2025. 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.

10


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide this information.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures during the three months ended March 31, 2025 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.

As defined in the standards established by the PCAOB, 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 company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As of December 31, 2024, our management has assessed the effectiveness of our internal control over financial reporting , and concluded that it is not effective because of the material weakness described below:

-

We have limited resources and insufficient segregation of duties. Specifically, the Company was unable to generate all necessary disclosures required for inclusion in our filings with the Securities and Exchange Commission.

-

The Company has not established an audit committee and lacks formal documentation of its internal control processes.

The Company plans to put in more resources to strengthen the internal control environment and plans to enhance the communication with external consultants. Our remediation efforts are ongoing and are subject to continued management review supported by ongoing design and testing. Management cannot provide assurance as to when the Company will remediate such weaknesses, nor can management be certain of whether additional actions will be required or the costs of any such actions. Notwithstanding the material weaknesses, our management has concluded that the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are 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.

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.

Item 6. Exhibits.

(a) Exhibits.

Exhibit       Incorporated by Reference (Unless Otherwise Indicated)
Number   Exhibit Title   Form   File   Exhibit   Filing Date
                     
3.1   Articles of Incorporation   S-1   333-236117   3.1   2020-01-28
                     
3.2   Amended and Restated Articles of Incorporation   8-K   000-56423   3.1   2025-05-15
                     
3.3   Current By-Laws   8-K   000-56423   3.2   2025-05-15
                     
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         Filed herewith
                     
31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         Filed herewith
                     
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         Furnished herewith
                     
101.INS   Inline XBRL Instance Document         Filed herewith 
                     
101.SCH   Inline XBRL Taxonomy Extension Schema Document         Filed herewith
                     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document         Filed herewith
                     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document         Filed herewith
                     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document         Filed herewith
                     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document         Filed herewith
                     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)         Filed herewith

 

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.

  CARRIAGE HOUSE EVENT CENTER, INC.
   
Date: May 27, 2025 /s/ Lei He
  Lei He
 

Chief Executive Officer, Chief Financial Officer, and Director
(Principal Executive Officer)
(Principal Financial Officer and Principal Accounting Officer)

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