10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: January 31, 2019

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

For the Transition Period from ___________ to____________

Commission File Number: 333-202717

PACMAN MEDIA INC.

(Exact name of registrant as specified in its charter)

Nevada	7373	32-0421189
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

David Mark Evans

President/Secretary/Treasurer/Director

Unit 8954

483 Green Lanes London, N134BS England, U.K.

Telephone No.: +44(745) 481-0618
e-mail: pacmanmedia@mail.ru

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

Securities registered under Section 12(b) of the Exchange Act

None

Securities registered under Section 12(g) of the Exchange Act

None

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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or 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[  ] 

Smaller Reporting Company[X]  

Non-Accelerated Filer [  ] (Do not check if a smaller reporting company) Emerging Growth Company[  ] 

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

Yes [X] No [  ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[ X  ]

Applicable Only to Corporate Registrants

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

Class	Outstanding as of January 31, 2019
Common Stock: $0.001	6,260,000

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PART 1	FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	4
	Balance Sheets	4
	Statements of Operations	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II.	OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine safety disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	13
	Signatures	14

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PACMAN MEDIA INC.

Condensed Balance Sheets  (unaudited)  

ASSETS	January 31, 2019	October 31, 2018
Current Assets
Cash and cash equivalents	$90	$1,542
Total Current Assets	90	1,542
Other Assets
Website development	2,717	3,257
Total Assets	$2,807	$4,799
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts Payable	$7,000	$6,500
Federal Tax Liability	10,615	-
Loan from director	5,180	1,680
Total Liabilities	$22,795	$8,180
Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 6,260,000 shares issued and outstanding	6,260	6,260
Additional paid in capital	22,016	22,016
Stock Subscription Receivable	-	-
Deficit accumulated during the development stage	(48,264)	(31,657)
Total Stockholders’ Equity (Deficit)	(19,998)	(3,381)
Total Liabilities and Stockholders’ Equity	$2,807	$4,799

See accompanying notes to condensed unaudited financial statements.

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PACMAN MEDIA INC.

Condensed Statements of Operations (unaudited)

	Three months ended January 31, 2019	Three months ended January 31, 2018
REVENUES	$-	$-
OPERATING EXPENSES
Amortization	540	540
Professional Fees	5,282	3,250
Bank fees	90	90
Business Licenses and Permits	50	-
Federal tax liability	10,615
Miscellaneous Expenses	30	-
TOTAL OPERATING EXPENSES	16,607	3,880
NET INCOME/ LOSS FROM OPERATIONS	(16,607)	(3,880)
PROVISION FOR INCOME TAXES	-	-
NET INCOME/ LOSS	$(16,607)	$(3,880)
NET LOSS PER SHARE: BASIC AND DILUTED	$(0.00)	$(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	6,260,000	6,181,505

See accompanying notes to condensed unaudited financial statements.

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PACMAN MEDIA INC.

Statement of Changes In Stockholders’ Equity

Three months ended January 31, 2019 (Unaudited)

		Common Stock
		Shares	Amount	Additional Paid-In Capital	Subscription Receivable	Accumulated Deficit	Total Shareholders' Equity
Balance at October 31, 2017		6,120,000	$6,120	20,756	(2,700)	$(19,895)	4,281
Shares issued for cash at $0.01 per share		140,000	140	1,260			1,400
Subscription Receivable					2,700		2,700
Net Loss for the three months ended January 31, 2018						$(3,880)	(3,880)
Balance at January 31, 2018		6,260,000	6,260	22,016	-	$(23,775)	4,501
Balance at October 31, 2018		6,260,000	$6,260	$22,016	-	$(31,657)	$(3,381)
Net Loss for the three months ended January 31, 2019			$-	-	-	$(16,607)	$(16,607)
Balance at January 31, 2019		6,260,000	$6,260	$22,016	-	$(48,264)	$(19,998)
	The accompanying notes are an integral part of these financial statements.

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PACMAN MEDIA INC.

Condensed Statement of Cash Flows (unaudited)

	Three months to January 31, 2019	Three months to January 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$(16,607)	$(3,880)
Changes in assets and liabilities:
Increase in accounts payable	500	-
Federal tax liability	10,615
Accounts Receivable	-	-
Amortization Expense	540	540
CASH FLOWS USED IN OPERATING ACTIVITIES	(4,952)	(3,340)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Issuance of Common Stock	-	1,400
Stock Subscription Receivable	-	2,700
Director loan	3,500	-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	3,500	4,100
NET INCREASE IN CASH	(1,452)	760
Cash, beginning of period	1,542	7,044
Cash, end of period	$90	$7,804
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$-	$-
Income taxes paid	$-	$-

See accompanying notes to condensed unaudited financial statements.

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pacman media inc.

(A Development stage company)

Notes to the Financial Statements

Note 1: Organization and Basis of Presentation

Pacman Media, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 25, 2013.

The Company is located at Unit 8954- 483 Green Lanes London, N134BS England, U.K.

The Company intends to commence operations as a developer of mobile apps to be used on smartphones, tablet computes, and other mobile devices.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of January 31, 2019 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Pacman Media, Inc.,” “we,” “us,” “our” or the “company” are to Pacman Media, Inc.

Note 2: Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

For the period ended January 31, 2019, the Company had a net loss of $(16,607).  The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.

Note 3: Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Disclosures as of January 31, 2019 and 2018

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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 January 31, 2019.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include cash, accrued liabilities and notes payable.  

Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

The results for the three months ended January 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and 

related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on

Form 10K for the year ended October 31, 2018, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2019 and for the related periods presented. 

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.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:

1.Persuasive evidence of an arrangement exists  

2.Delivery has occurred  

3.The selling price is fixed and determinable 

4.Collectability is reasonably assured.  

Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

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 flow.

Note 4: Legal Matters

The Company has no known legal issues pending.

Note 5: Debt

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From September 25, 2013 through January 31, 2019, Dave Evans, the sole director and President of the Company, provided loans to the Company totaling $1,680, which is being carried as a note payable. On November 21, 2018, the director loaned $3,500 to the Company to pay for expenses.  As of January 31, 2019, the director loan outstanding is $5,180.  The loan is non-interest bearing, unsecured and due upon demand.

Note 6: Federal Tax Liability

The IRS has assessed a penalty for the year ended October 31, 2015 for failure to timely file Form 5472. The Company has filed and the IRS has processed tax  returns for 2016 and 2017 and no assessment has been made. The Company has filed the 2018 tax return, however, the IRS has not processed the return.

Note 7: Capital Stock

On September 25, 2013 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.

During the years ending October 2014 and 2015, the Company issued a total of 4,000,000 common shares for cash proceeds of $4,000.

During the year ending October 31, 2016, the Company issued 400,000 common shares at $0.01 for cash proceeds of $4,000.

During the year ending October 31 2017, the Company issued 1,720,000 common shares at $0.01 per share for cash proceeds of $17,200.

During the year ending October 31, 2018, the Company issued 140,000 common shares at $0.01 per share for cash proceeds of $1,400.

As of January 31, 2019, there were 6,260,000 shares of common stock issued and outstanding.

As of January 31, 2019, there were no outstanding stock options or warrants.

Note 8: Income Taxes

As of January 31, 2019, the Company had net operating loss carry forwards of approximately $ (48,264) that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	January 31, 2019	October 31, 2018
Federal income tax benefit attributable to:
Current Operations	$3,487	$815
Less: valuation allowance	(3,487)	(815)
Net provision for Federal income taxes	0	0

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

Deferred tax asset attributable to:	January 31, 2019	October 31, 2018
Net operating loss carryover
Less: valuation allowance	$10,135	$6,648

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Net deferred tax asset	(10,135)	(6,648)
	0	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $48,264 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

Note 9: Related Party Transactions

The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

The Company has a related party transaction involving the sole director and officer. The nature and details of the transaction are described in Note 5.

Note 10: Subsequent Events

Effective March 29, 2019, a change of control occurred with respect to Pacman Media Inc. (“Company”). Pursuant to a Securities Purchase Agreement entered into by and among the Company, Mr. David Mark Evans (“Seller”) and Hillhouse Shareholding Group Co. (“Buyer”), Buyer acquired from Seller 4,000,000 shares of common stock of Company. In addition, pursuant to a separate Stock Purchase Agreement by and among Hillhouse Shareholding Group Co (“Hillhouse”), as buyer, and certain other shareholders of the Company, Hillhouse acquired an additional 2,257,000 shares of common stock of the Company. The total number of shares of common stock acquired by Hillhouse is 6,257,000, and all such shares now held by Hillhouse are “restricted” and/or “control” securities. As additional consideration for entering into the Securities Purchase Agreement, at closing, the Seller assumed all of the liabilities of the Company, waived all amounts due to him by the Company and the Company assigned all assets to the Seller

In connection with the above transactions, the Company has ceased its operations and is now a “shell company” as defined under the Securities Act of 1933, as amended.

In addition, with respect to the above described Securities Purchase Agreement with Mr. Evans, Mr. Evans, the then sole officer and director of the Company, resigned as a director of the Company and Mr. Guobin Su was appointed the sole director and President of the Company. As of the date of this filing, Mr. Evans remained as Chief (Principal) Executive Officer and Chief (Principal) Financial Officer.

In accordance with ASC 855-10, the Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through January 31, 2019 and to the date these financial statements were available to be issued. Other than as stated herein, there have been no subsequent events for which disclosure is required.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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

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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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

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.

Three Months Period Ended January 31, 2019 and 2018

Our net loss for the three months periods ended January 31, 2019 and 2018 were $(16,607) and $(3,880).  During the three months periods ended January 31, 2019 and 2018 we have not generated any revenue.  

During the three months periods ended January 31, 2019 and 2018, our operating expenses were bank fees, professional fees, and amortization. The weighted average number of shares outstanding was 6,260,000 and 6,181,505 for the three months ended January 31, 2019 and 2018.

Liquidity and Capital Resources

Three Months Period Ended January 31, 2019  

As at January 31, 2019, our total assets were $2,807 compared to $4,799 in total assets as of October 31, 2018. Total assets were comprised of cash and equivalents and website development. As at January 31, 2019 our current liabilities were $22,795 consisting of $5,180 director loan and accounts payable of $17,615 and at October 31, 2018, our current liabilities were $8,180 consisting of $1,680 owed to our director and $6,500 in accounts payable (website development). Stockholders’ equity was $ 19,998 as of January 31, 2019 and $3,381 as of October 31, 2018.   

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the three months period ended January 31, 2019, net cash flows used in operating activities was $(4,952) and for the three months period ended January 31, 2018 $(3,340).

Cash Flows from Investing Activities

For the three months period ended January 31, 2019 and 2018, we have not generated cash flows from investing activities.  

Cash Flows from Financing Activities

For the three months period ended January 31, 2019, we have generated cash flows from financing activities $3,500 from director loan.  For the three months period ended January 31, 2018, we have generated $4,100 cash flows from financing activities from issuing of common stock.

Plan of Operation and Funding

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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 three 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly 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.

Going Concern

The independent auditors' review report accompanying our January 31, 2019 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. 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 January 31, 2019. 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 three-month period ended January 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

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

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	Pacman Media Inc.
Dated: April 11, 2019	By: /s/ David Mark Evans David Mark Evans, President and Chief (Principal) Executive Officer and Chief (Principal) Financial Officer

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EX-31

302 CERTIFICATION

I, David Mark Evans, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Pacman Media Inc.

         2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

         4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

      b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

         5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

         a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

         b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2019

/s/David Mark Evans

David Mark Evans

Chief Executive Officer

Chief Financial Officer




EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Pacman Media Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2019 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/David Mark Evans

David Mark Evans

Chief Executive Officer

Chief Financial Officer

 April 11, 2019

XML

Document and Entity Information - USD ($)	3 Months Ended
	Jan. 31, 2019	Apr. 30, 2018
Document and Entity Information:
Entity Registrant Name	Pacman Media Inc.
Document Type	10-Q
Document Period End Date	Jan. 31, 2019
Trading Symbol	none
Amendment Flag	false
Entity Central Index Key	0001625376
Current Fiscal Year End Date	--10-31
Entity Common Stock, Shares Outstanding	6,260,000
Entity Public Float		$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1

XML

Balance Sheets (audited) - USD ($)	Jan. 31, 2019	Oct. 31, 2018
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 90	$ 1,542
Assets, Current	90	1,542
Assets, Noncurrent
Website development	2,717	3,257
Assets	2,807	4,799
Liabilities, Current
Accounts Payable, Current	7,000	6,500
Liabilities, Noncurrent
Shareholder loan, Noncurrent	5,180	1,680
Deferred Tax Liabilities, Noncurrent	10,615	0
Liabilities	22,795	8,180
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	6,260	6,260
Additional Paid in Capital, Common Stock	22,016	22,016
Retained Earnings (Accumulated Deficit)	(48,264)	(31,657)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 19,998	$ 3,381
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares Issued	6,260,000	6,260,000
Common Stock, Shares Outstanding	6,260,000	6,260,000
Liabilities and Equity	$ 2,807	$ 4,799

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Balance Sheet - Parenthetical - $ / shares	Jan. 31, 2019	Oct. 31, 2018
Balance Sheets
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares Issued	6,260,000	6,260,000

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Statement of Operations - USD ($)	3 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Revenues
Revenues	$ 0	$ 0
Amortization of Deferred Charges
Amortization of Intangible Assets	540	540
Federal Tax Liability	10,615	0
Administrative expenses	30	0
Professional Fees	5,282	3,250
Business Licenses and Permits, Operating	50	0
Bank fees	90	90
Total Operating Expenses	16,607	3,880
Net loss from operations	(16,607)	(3,880)
Interest and Debt Expense
Provision for Income Taxes (Benefit)	0	0
Net Income (Loss)	$ (16,607)	$ (3,880)
Earnings Per Share
Weighted Average Number of Shares Outstanding, Basic	6,260,000	6,181,505
Earnings Per Share, Basic and Diluted	$ 0	$ 0

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Statements of Cash Flows - USD ($)	3 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Net Cash Provided by (Used in) Operating Activities
Net loss for the period	$ (16,607)	$ (3,880)
Increase (Decrease) in Operating Liabilities
Amortization Expense	540	540
Increase (Decrease) in Accounts Payable and Accrued Liabilities	500	0
Increase (Decrease) in Accrued Taxes Payable	10,615	0
Net Cash Provided by (Used in) Operating Activities	(4,952)	(3,340)
Net Cash Provided by (Used in) Investing Activities
Prepaid expenses	0	0
Net Cash Provided by (Used in) Investing Activities	0	0
Net Cash Provided by (Used in) Financing Activities
Proceeds from Issuance of Common Stock	0	1,400
Proceeds from Subscription Receivable	0	2,700
Repayment of Notes Receivable from Related Parties	0	0
Proceeds from director loans	3,500	0
Net Cash Provided by (Used in) Financing Activities	3,500	4,100
Cash and Cash Equivalents, Period Increase (Decrease)	(1,452)	760
Cash and Cash Equivalents, at Carrying Value	1,542	7,044
Cash and Cash Equivalents, at Carrying Value	$ 90	$ 7,804

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Note 1: Organization and Basis of Presentation

3 Months Ended

Jan. 31, 2019

Notes

Note 1: Organization and Basis of Presentation

Note 1: Organization and Basis of Presentation

Pacman Media, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 25, 2013.

The Company is located at Unit 8954- 483 Green Lanes London, N134BS England, U.K.

The Company intends to commence operations as a developer of mobile apps to be used on smartphones, tablet computes, and other mobile devices.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of January 31, 2019 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Pacman Media, Inc.,” “we,” “us,” “our” or the “company” are to Pacman Media, Inc.

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Note 2: Going Concern

3 Months Ended

Jan. 31, 2019

Notes

Note 2: Going Concern

Note 2: Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

For the period ended January 31, 2019, the Company had a net loss of $(16,607).  The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock

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Note 3: Significant Accounting Policies and Recent Accounting Pronouncements

3 Months Ended

Jan. 31, 2019

Notes

Note 3: Significant Accounting Policies and Recent Accounting Pronouncements

Note 3: Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Disclosures as of January 31, 2019 and 2018

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 January 31, 2019.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include cash, accrued liabilities and notes payable. 

Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

• The results for the three months ended January 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and

related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on

Form 10K for the year ended October 31, 2018, filed with the Securities and Exchange Commission.

• The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2019 and for the related periods presented.

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.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:

1. Persuasive evidence of an arrangement exists
2. Delivery has occurred

3. The selling price is fixed and determinable
4. Collectability is reasonably assured.

Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

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 flow.

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Note 4: Legal Matters

3 Months Ended

Jan. 31, 2019

Notes

Note 4: Legal Matters

Note 4: Legal Matters

The Company has no known legal issues pending.

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Note 5: Debt

3 Months Ended

Jan. 31, 2019

Notes

Note 5: Debt

Note 5: Debt

From September 25, 2013 through January 31, 2019, Dave Evans, the sole director and President of the Company, provided loans to the Company totaling $1,680, which is being carried as a note payable.  On November 21, 2018, the director loaned $3,500 to the Company to pay for expenses.  As of January 31, 2019, the director loan outstanding is $5,180.  The loan is non-interest bearing, unsecured and due upon demand.

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Note 6: Federal Tax Liability

3 Months Ended

Jan. 31, 2019

Notes

Note 6: Federal Tax Liability

Note 6: Federal Tax Liability

The IRS has assessed a penalty for the year ended October 31, 2015 for failure to timely file Form 5472. The Company has filed and the IRS has processed tax  returns for 2016 and 2017 and no assessment has been made. The Company has filed the 2018 tax return, however, the IRS has not processed the return.

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Note 7: Capital Stock

3 Months Ended

Jan. 31, 2019

Notes

Note 7: Capital Stock

Note 7: Capital Stock

On September 25, 2013 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.

During the years ending October 2014 and 2015,  the Company issued a total of 4,000,000 common shares for cash proceeds of $4,000.

During the year ending October 31, 2016, the Company issued 400,000 common shares at $0.01 for cash proceeds of $4,000.

During the year ending October 31 2017, the Company issued 1,720,000 common shares at $0.01 per share for cash proceeds of $17,200.

During the year ending October 31, 2018, the Company issued 140,000 common shares at $0.01 per share for cash proceeds of $1,400.

As of January 31, 2019, there were 6,260,000 shares of common stock issued and outstanding.

As of January 31, 2019, there were no outstanding stock options or warrants.

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Note 8: Income Taxes

3 Months Ended

Jan. 31, 2019

Notes

Note 8: Income Taxes

 Note 8: Income Taxes

As of January 31, 2019, the Company had net operating loss carry forwards of approximately $ (48,264) that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	January 31, 2019	October 31, 2018
Federal income tax benefit attributable to:
Current Operations	$                  3,487	$                     815
Less: valuation allowance	(3,487)	(815)
Net provision for Federal income taxes	0	0

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

Deferred tax asset attributable to:	January 31, 2019	October 31, 2018
Net operating loss carryover
Less: valuation allowance	$                10,135	$                   6,648
Net deferred tax asset	(10,135)	(6,648)
	0	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $48,264 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

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Note 9: Related Party Transactions

3 Months Ended

Jan. 31, 2019

Notes

Note 9: Related Party Transactions

Note 9: Related Party Transactions

The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

The Company has a related party transaction involving the sole director and officer. The nature and details of the transaction are described in Note 5.

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Note 10: Subsequent Events

3 Months Ended

Jan. 31, 2019

Notes

Note 10: Subsequent Events

Note 10: Subsequent Events

Effective March 29, 2019, a change of control occurred with respect to Pacman Media Inc. (“Company”). Pursuant to a Securities Purchase Agreement entered into by and among the Company, Mr. David Mark Evans (“Seller”) and Hillhouse Shareholding Group Co. (“Buyer”), Buyer acquired from Seller 4,000,000 shares of common stock of Company. In addition, pursuant to a separate Stock Purchase Agreement by and among Hillhouse Shareholding Group Co (“Hillhouse”), as buyer, and certain other shareholders of the Company, Hillhouse acquired an additional 2,257,000 shares of common stock of the Company. The total number of shares of common stock acquired by Hillhouse is 6,257,000, and all such shares now held by Hillhouse are “restricted” and/or “control” securities. As additional consideration for entering into the Securities Purchase Agreement, at closing, the Seller assumed all of the liabilities of the Company, waived all amounts due to him by the Company and the Company assigned all assets to the Seller

In connection with the above transactions, the Company has ceased its operations and is now a “shell company” as defined under the Securities Act of 1933, as amended.

In addition, with respect to the above described Securities Purchase Agreement with Mr. Evans, Mr. Evans, the then sole officer and director of the Company, resigned as a director of the Company and Mr. Guobin Su was appointed the sole director and President of the Company. As of the date of this filing, Mr. Evans remained as Chief (Principal) Executive Officer and Chief (Principal) Financial Officer.

In accordance with ASC 855-10, the Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through January 31, 2019 and to the date these financial statements were available to be issued. Other than as stated herein, there have been no subsequent events for which disclosure is required.