UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation)
7372
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
Tel: (
(Address and telephone number of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | 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. Yes
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of September 30, 2024 the registrant had
TABLE OF CONTENTS
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Arculus System Co., Ltd., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
DESCRIPTION OF BUSINESS
Arculus System Co., Ltd. was incorporated in the State of Nevada on October 4, 2019 and has adopted a fiscal year end of September 30.
The Company delivers a robust suite of Electronic Design Automation (EDA) tools and integrated circuit (IC) design services. Offerings include high-quality system-on-chip (SoC) design capabilities such as intellectual property (IP) design, optimization, integration, and verification, enabling customers to accelerate development cycles and achieve efficient commercial outcomes.
As a specialist in high-performance front-end chip design software, Arculus System Co., Ltd. focuses on developing innovative tools tailored to support IC design enterprises in navigating technical challenges. The Company aims to serve as a strategic partner in advancing semiconductor innovation.
Its flagship product, the Architecture Compiler, represents the most advanced technology in the portfolio. This tool simplifies SoC architecture design by optimizing software and hardware co-design, streamlining component integration, and improving system performance—establishing a strong foundation for high-efficiency IC development.
Another key offering is iPROfiler, an AI-powered SoC performance analysis platform. Designed to enhance collaboration between software and hardware teams, iPROfiler supports in-depth analysis, boosts design efficiency, and serves as a critical sign-off tool for aligning front-end and back-end design processes.
Arculus System Co., Ltd. is committed to developing long-term client partnerships through an in-depth understanding of customer goals and by providing targeted solutions to complex IC design challenges using its advanced EDA technologies.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
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PART II
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
As of September 30, 2024, 4,058,167 issued and outstanding shares of common stock were held by a total of 11 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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RESULTS OF OPERATION
As of September 30, 2024, we had deficit of $106,109. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Year ended September 30, 2024 compared to year ended September 30, 2023
Revenue
During year ended September 30, 2024, the Company generated $-0- in revenue compared to $7,982 in revenue during year ended September 30, 2023.
Operating Expenses
During the year ended September 30, 2024, we incurred general and administrative expenses of $104,276 and cost of goods sold of $-0- compared to $24,759 and $6,525 respectively for the year ended September 30, 2023. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.
Net Loss
Our net loss for the year ended September 30, 2024 was $106,109 compared to $23,302 for the year ended September 30, 2023.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2024 our total assets were $3,145 compared to $2,499 in total assets at September 30, 2023. As of September 30, 2024, our current liabilities were $94,405 compared to $45,859 as of September 30, 2023.
Stockholders’ deficit was $91,260 as of September 30, 2024 compared to stockholders’ deficit of $43,360 as of September 30, 2023.
Cash Flows from Operating Activities
For the year ended September 30, 2024, net cash flows used in operating activities was $96,917, consisting of net loss of $106,109, amortization expenses of $101 and increase in accounts payable of $7,258. For the year ended September 30, 2023, net cash flows used in operating activities was $33,236, consisting of net loss of $23,302, amortization expenses of $66 and decrease in accounts payable of $10,000.
Cash Flows from Investing Activities
Cash flows used in investing activities during year ended September 30, 2024 was $-0- compared to $2,000 during year ended September 30, 2023.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the year ended September 30, 2024 were $99,497, consisting of loan from shareholder compared to September 30, 2023 were $30,125, consisting of loan from shareholder.
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PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
VANCOUVER, WA 98666
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders & Board of Directors
Arculus System Co., Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Arculus System Co., Ltd. as of September 30, 2024 and 2023 and the related statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/
We have served as the Company’s auditor since 2022.
PCAOB ID:
May 13, 2025
| F-1 |
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ARCULUS SYSTEM CO., LTD. | ||||||||
BALANCE SHEETS | ||||||||
SEPTEMBER 30, 2024 AND 2023 | ||||||||
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CURRENT ASSETS |
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LONG-TERM ASSETS |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
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CURRENT LIABILITIES |
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Accounts payable |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS' EQUITY |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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The accompanying notes are an integral part of these financial statements.
| F-2 |
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ARCULUS SYSTEM CO., LTD. | ||||||||
STATEMENTS OF OPERATIONS | ||||||||
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 AND 2023 | ||||||||
(AUDITED) | ||||||||
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Revenues |
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Cost of goods sold |
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Gross profit from operations |
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Operating Expenses |
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Income (loss) from operations before |
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Other income (expense) |
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Net income (loss) from operations before |
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provision for income tax benefit (expense) |
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Provision for income tax benefit (expense) |
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Net income (loss) |
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Net income (loss) per share: Basic and diluted |
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Weighted average number of shares outstanding: Basic and diluted |
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The accompanying notes are an integral part of these financial statements.
| F-3 |
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ARCULUS SYSTEM CO., LTD. | ||||||||||||||||||||
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||||||||||||||
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 AND 2023 | ||||||||||||||||||||
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Balance on September 30, 2022 |
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Net loss |
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Balance on September 30, 2023 |
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Balance on September 30, 2023 |
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Forgiveness of loan from shareholder in exchange for contribution |
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Net loss |
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Balance on September 30, 2024 |
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The accompanying notes are an integral part of these financial statements.
| F-4 |
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ARCULUS SYSTEM CO., LTD. | ||||||||
STATEMENTS OF CASH FLOWS | ||||||||
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 AND 2023 | ||||||||
(AUDITED) | ||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
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Changes in assets and liabilities: |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR |
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CASH AND CASH EQUIVALENTS, END OF THE PERIOD |
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Forgiveness of loan from shareholder in exchange for contribution |
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The accompanying notes are an integral part of these financial statements.
| F-5 |
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ARCULUS SYSTEM CO., LTD.
NOTES TO AUDITED FINANCIAL STATEMENTS
FOR PERIOD FROM INCEPTION TO SEPTEMBER 30, 2024
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
ARCULUS SYSTEM CO., LTD.. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on October 4, 2019.
The Company has adopted September 30 as its fiscal year end.
Effective on February 15, 2024, the Company changed its address to 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660.
The Company intends to be focused on leveraging the latest in Cloud and Io technologies to deliver Agri Tech solutions for a range of commercial outcomes.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception to September 30, 2024, of
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and calculations of liabilities that might be necessary should be Company be unable to continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s functional and operational currency is US Dollar.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
| F-6 |
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Stock-Based Compensation
As of September 30, 2024, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Use of Estimates
Preparing 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, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to difference between financial statements carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Tax clarifies the accounting for uncertainty in income taxes by prescribing rules for reconciliation, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement calculation and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest and penalties requiring accrual as of September 30, 2024.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2024.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and related party loans payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximately fair value.
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Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Note 4 – CAPITAL STOCK
The Company has
As of September 30, 2024, the Company had
Effective February 15, 2024, the previous majority shareholder of the Company entered into a stock purchase agreement for the sale of
Note 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Between October 4, 2019 (Inception) through December 31, 2023, the Company’s former sole officer and director loaned the Company $
Since the ownership change effective February 15, 2024 (see above), to cover certain operating expenses and cash position of the company, the current shareholders advanced funds to the Company in form of short-term shareholder loans. As of September 30, 2024, the outstanding balance of these short-term shareholder loans was $
Note 6 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 13, 2025, the date the financial statements were available to be issued.
During this period, shareholders provided the Company with five advances: $
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
Effective January 22, 2024, Hanna Selyska, the previous sole officer and director and majority shareholder the Company, entered into stock purchase agreements for the sale of an aggregate of 3,000,000 shares of Common Stock of the Company, representing approximately 73.93% of the issued and outstanding shares of Common Stock of the Company as of such date, to five (5) purchasers.
Also effective January 22, 2024, Hanna Selyska appointed Jian-Meng(James) Yang as the Chairman of the Board of Directors, and Chief Executive Officer of the Company.
Effective September 30, 2024, Jian-Meng Yang resigned as Secretary of the Corporation and Summer Li was appointed Secretary in his place.
The business background descriptions of the newly appointed officer is as follows:
Summer Li graduated from the University of California, Irvine in Orange County, California with a Bachelor’s degree in International Studies in 2016. Ms. Li became part of the team at American Blast Systems in 2019 until 2021, providing comprehensive administrative support to all internal teams, government contractors, and the CEO. In 2021, Summer transitioned to the position of office manager at Vitaspring Biomedical, headquartered in Irvine, California. In 2024, Ms. Li joined the Corporation as an office manager, bookkeeper.
The name, address, age and position of our officers and director is set forth below:
Name and Address |
| Age |
| Position(s) |
Jian-Meng Yang 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660 |
| 51 |
| Chief Executive Officer Sole Director |
Summer Li 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660 |
| 30 |
| Secretary |
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ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended September 30, 2024 and September 30, 2023: Summary Compensation Table
Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| All Other Compensation ($) |
| All Other Compensation ($) |
| Total ($) |
|
Jian-Meng Yang, CEO |
| October 1, 2023 to September 30, 2024 |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
|
|
| October 1, 2022 to September 30, 2023 |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
|
There are no current employment agreements between the company and its officer.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
CHANGE OF CONTROL
As of September 30, 2024, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 50% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we can’t guarantee. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
| |
Common Stock |
| Jian-Meng Yang |
| 3,000,000 shares of common stock (direct) |
|
| 73.92 | % |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended September 30, 2024, we incurred approximately $7,450 in fees for professional services rendered in connection with the audit of our financial statements for the fiscal year ended September 30, 2023 and for the reviews of our financial statements for the quarters ended December 31, 2023, March 31, 2024 and June 30, 2024.
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ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
Exhibits:
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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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.
| Arculus System Co., Ltd. |
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Dated: May 18, 2025 | By: | /s/ Jian-Meng Yang |
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| Jian-Meng Yang, Chief Executive Officer |
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