UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
The Fiscal Year Ended
or
For the transition period from __________ to __________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Address of principal executive offices, including zip code |
| Registrant’s phone number, including area code |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark if 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 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.
☒ 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).
☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| 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
☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at May 31, 2025 | |
| Common Stock, $ par value |
DOCUMENTS INCORPORATED BY REFERENCE
ROCKY MOUNTAINS GROUP LTD
FORM 10-K
For the Fiscal Year Ended May 31, 2025
Index
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” “our,” or “Rocky Mountains” are references to Rocky Mountains Group Ltd, a Nevada corporation. | |
| ● | “Common Stock” refers to the common stock, par value $0.0001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Overview
Rocky Mountains Group Ltd, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on July 25, 2023.
On July 25, 2023, Mr. Zonghan Wu was appointed as President, Secretary, Treasurer, Chief Executive Officer, and Director.
On October 20, 2023, the Company issued 20,000,000 shares of restricted common stock, with $0.0001 per share, to Mr. Zonghan Wu in consideration of $2,000. The $2,000 in proceeds went to the Company to be used as working capital.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
On August 30, 2024, the Company has submitted initial Form S-1 Registration Statement to S.E.C registering an offering by the Company amounted up to $120,000 to Securities & Exchange Commission (“S.E.C”), which was later declared effective on March 06, 2025.
As of May 31, 2025, the Company is conducting a public offering under its Form S-1 registration. To date, 3,200,000 shares have been sold at $0.015 per share, raising approximately $48,000 in gross proceeds. The offering remains ongoing, and proceeds will be used as outlined in the Form S-1.
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Description of Business
Rocky Mountains Group Ltd is headquartered in Auckland, New Zealand. We provide financial literacy seminar services to New Zealand individuals and families. Our mission is to improve the financial well-being of our clients.
The Company believes there is enormous opportunity in promoting, and at the same time profiting from, financial literacy in New Zealand. At present, the only service that has been provided by the Company is the one-on-one Personal Financial Literacy Seminar (herein referred as “PFL Seminar”). All other additional services are prospective, and have not, as of this point in time, been performed for any clients yet, nor do we have a definitive timeline for when we may begin to offer such services. We believe that we have the capacity to offer our services immediately upon securing an agreement with a client.
Our PFL Seminar focuses on elevating our clients’ financial literacy and teaching them responsible financial behaviors and rational attitudes towards financial management. Our PFL Seminar aims to improve clients’ awareness and capability to make rational financial decision throughout their life stages, which leads to sustained improvements in their financial behavior. We believe that raising financial literacy is a key to empower clients with the financial knowledge and skills to improve their financial well-being. Financially capable clients could interact responsibly with their financial service providers, which in turn builds a healthy financial lifestyle. At present, our PFL Seminar is taught solely by the Company’s President. We intend to hire additional instructors in the future, depending on the success of our operations, and will require that all instructors have relevant training/background and that the follow a standard of procedure (SOP), that has yet to be developed, in order to ensure that their lessons meet the quality standards we require.
Our PFL Seminar is a one-on-one workshop, presently conducted online via Zoom, which consists of three sessions and the clients are expected to devote at least three hours per session as elaborated below:
Session 1: Financial Management Knowledge, Tool and Resources
Various studies, including those from the Commission for Financial Capability and the Reserve Bank of New Zealand, have revealed that a significant portion of New Zealanders lack confidence in their financial knowledge and skills. For example, the Commission’s National Strategy for Financial Capability report highlighted that many New Zealanders struggle with managing debt, saving for retirement, and making informed investment decisions. These studies underscore the need for improved financial education, aligning with our goal to empower individuals through enhanced financial literacy.
Session 1 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:
| 1. | Knowledge of financial concepts; |
| 2. | Ability to live within means; |
| 3. | Management of expected and unexpected expenses; |
| 4. | Being vigilant to avoid financial scams; and |
| 5. | Ability to assess the risks and benefits of financial products and services. |
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Session 2: Long-term Financial Planning Knowledge
Studies, including those from the Te Ara Ahunga Ora Retirement Commission and Sorted Money Week surveys, indicate that many New Zealanders tend to save without clear financial goals and adopt a “live for today” mindset. This lack of long-term planning leaves a significant portion of the population ill-prepared to manage major life expenses. For example, the New Zealand Financial Capability Survey found that many New Zealanders do not plan adequately for future financial needs, such as unexpected job losses, serious illness, or significant life changes like pandemics. This absence of clear, long-term financial goals often results in insufficient funds to cover both expected and unexpected expenses, highlighting the need for better financial education and planning.
Session 2 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:
| 1. | The use of innovation guides and tools to improve long-term financial planning; |
| 2. | Awareness and knowledge of the benefits of seeking appropriate professional advice on financial planning; |
| 3. | The importance of voluntary savings and income diversification; and |
| 4. | The importance of long-term financial plans for retirement. |
The desired outcomes of this session are inculcating clients with the habit of long-term planning for different life stages or events, such as marriage, having children, performing pilgrimage, death and illness. Clients will also be aware of the importance of funding sufficiency to meet their future financial needs and retirement life.
Session 3: Protect Your Money
We believe it is increasingly important to be financially literate in this era of digitization, as online information can be overwhelming and even inaccurate. Furthermore, as new financial products and services, such as internet banking and mobile payments, are growing in popularity, the capability to validate and verify such information is crucial before making any financial decisions.
Expectations of unrealistically high returns also increase the risk of falling victim to scams and illegal financial schemes. We believe with enough financial knowledge; our clients will be able to make the distinction between legitimate products and fraudulent schemes and be aware of avenues to seek help when in doubt.
Session 3 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:
| 1. | Provide better understanding of risks and returns; |
| 2. | Improve awareness of the innovation of financial products and its implications; |
| 3. | Raise awareness on financial scams and fraud; and |
| 4. | Explain the risks of sophisticated financial products and services. |
Session 3 of PFL Seminar should increase clients’ awareness and understandings on the key features of certain financial products and services. They should also be able to identify suitable financial products based on their risk appetites and objectives and make rational financial decisions.
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Pricing
We generate our revenues by providing PFL Seminar services to New Zealand individuals and families. The one-time PFL seminar fees are typically a flat fee, which is currently proposed as $5,000 for one individual.
Marketing
We believe word-of-mouth is an especially effective marketing tool for our business. We intend to engage in nationwide marketing initiatives to further raise our brand awareness while continuing to improve client satisfaction to strengthen our word-of-mouth referrals.
We expect to increase our marketing efforts through our President’s personal networks and industry association channels which have not, at this point of time, been fully identified. Our President leverages various resources in performing tasks, including their social connections and referrals from existing clients.
Additionally, we intend to bolster our professional reputation and image by showcasing our knowledge and industry expertise via marketing campaigns through various forms of media, including our website at www.rockymountainsgroup.com. We have undefined plans to initially market our services through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings. Furthermore, we plan to begin a social media campaign utilizing blogs, twitter, Facebook, and LinkedIn. A targeted campaign is intended to be made to focus on individuals and families. At this point in time, we cannot state with any certainty when we will commence with the aforementioned marketing activities.
Industry Competition
The financial literacy services industry is very competitive and fragmented in the market niche in which our Company operates. There are limited barriers to entry and new competitors frequently enter the market. A significant number of our competitors possess substantially greater resources than we possess. Additionally, we face substantial competition for potential clients and for technical and professional personnel from providers of similar specialties, which range from giant national wealth management firm, private banks and family offices headquartered in New Zealand.
The majority of our competitors are banks, wealth management firms, and insurance brokers who aim to sell their own products by providing financial literacy services. As such, we feel that we have a competitive advantage over many of our competitors, in that we do not sell any specific insurance or investment product, and instead strive to maintain our independence and avoid potential conflicts of interest. We believe that our clients will feel assured that the quality of our services and recommendations are not hampered by the need to sell any additional products.
We believe that existing and new competitors will continue to improve their services and introduce new services with competitive pricing and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market share by reducing our prices to meet competition or maintain prices, which would likely sacrifice market share. Sales and overall profitability could be reduced in either case.
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Employees
As of May 31, 2025, we have two employees including our President and sole director, Mr. Zonghan Wu. Currently, Mr. Wu has the flexibility to work on our business up to 20 hours per week, but is prepared to devote more time if necessary. The Company intends to employ 2 employees by the end of 2025, with 1 employee designated to administration and 1 professional to providing financial literacy seminar services. It is the intention of the Company to focus on hiring employees who possess industry-recognized qualifications, are primarily recruited from reputable institutions in the wealth management industry and have an average of approximately 5 years of industry experience.
Government Regulations
Rocky Mountains Group Ltd solely provides financial literacy seminar services, and we will not take part in any distribution of financial products, such as insurance or investment products. We are not required to obtain any license that we are aware of except possibly business registration licenses in jurisdictions we may intend to operate in.
However, from time to time during one-on-one PFL Seminar, the Company or employee of the Company will come across personal data as defined under New Zealand Privacy Act 2020 (herein referred as “NZPA”). According to NZPA, Data User, such as the Company or employee of the Company, shall not process personal data about a data subject unless the data subject has given his consent to the processing of the personal data.
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ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1C. CYBERSECURITY
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Managing Material Risks & Integrated Overall Risk Management
Oversee Third-Party Risk
Because we are aware of the risks associated
with third-party service providers, we have implemented stringent processes to oversee and manage these risks.
Risks from Cybersecurity Threats
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties. Our office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand.
We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of May 31, 2025, the Company’s sole class of common equity is in the process of applying to be quoted on the OTC Markets. The Company believes that we do not have an established public trading market and we cannot assure you that there will be any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Holders
As of May 31, 2025, we have 30 shareholders on record of our common stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is Transfer Online, Inc, with an address at 512 SE Salmon St., Portland, OR 97214, United States and telephone number is +1 (503) 227-2950.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Dividends
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
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Recent Sales of Unregistered Securities
No unregistered securities have been sold by the Company during the period covered by this Form 10-K.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended May 31, 2025.
Other Stockholder Matters
None.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our results of operations and financial condition for fiscal year ended May 31, 2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report. Some of the information contained in this management’s discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the “Risk Factors” section in Form S-1/A registration statement, filed on February 13, 2025, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Annual Report.
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Overview
Rocky Mountains Group Ltd is headquartered in New Zealand. The Company’s executive office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand. We offer one-on-one Personal Financial Literacy Seminar services, with a focus on providing such services to New Zealand individuals or families.
Our cash and cash equivalents are $37,114 as of May 31, 2025. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month period, we require further funding.
For the year ended May 31, 2025, the Company incurred a net loss of $23,635, a negative cash flow from operating activities of $9,961. As reflected in the financial statements, the Company had an accumulated deficit of $27,568. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or continuing financial support from its major shareholders and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Results of operations for the year ended May 31, 2025
Revenues
For the years ended May 31, 2025 and 2024, the Company has generated a revenue of $30,105 and $10,000 respectively. The revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to clients.
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General and Administrative Expenses
For the years ended May 31, 2025 and 2024, the Company incurred general and administrative expenses of $53,740 and $13,933 respectively. These were primarily comprised of audit fees, stock and registrar fees, legal fees and other professional fees.
Net Loss
For the years ended May 31, 2025 and 2024, the Company incurred a net loss of $23,635 and $3,933 respectively.
Liquidity and Capital Resources
The Company’s cash and cash equivalents has increased by $34,139, from $2,975 as of May 31, 2024 to $37,114 as of May 31, 2025. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Cash (Used in) / Provided by Operating Activities
For the year ended May 31, 2025, the Company has used $9,961 in operating activities, which was primarily attributable to net loss from operation, decrease in accounts receivable, increase in prepayment and debt forgiveness from a director.
Net cash provided by operating activities was $2,634 from July 25, 2023 (Date of Inception) to May 31, 2024. Cash provided by operating activities was attributable to increases in the amount due to our director, accrued liabilities, and accounts receivable.
Cash Used in Investing Activity
For the year ended May 31, 2025, the Company had realized “cash used in investing activity” of $3,900. The cash used in investing activity was attributable to the purchase of plant and equipment.
For the period ended May 31, 2024, the Company had realized “cash used in investing activity” of $1,659. The cash used in investing activity was attributable to the purchase of plant and equipment.
Cash Provided by Financing Activity
For the year ended May 31, 2025, the Company conducted a public offering under its Form S-1 registration. To date, 3,200,000 shares have been sold at $0.015 per share, raising $48,000 in gross proceeds. The offering remains ongoing, and proceeds will be used as outlined in the Form S-1.
On October 20, 2023, our sole officer and director, Zonghan Wu, purchased 20,000,000 shares of restricted common stock at a purchase price of $0.0001 per share. The $2,000 in proceeds went directly to the Company to be used for working capital.
In regards to all of the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sale of the stock since the sale of the stock were made to non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
For the period ended May 31, 2024, we generated a total of $2,000 from the sale of our common stock
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Off-Balance Sheet Arrangement
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of May 31, 2025.
Contractual Obligation
As a smaller reporting company, we are not required to provide the aforementioned information.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located following the signature page of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are 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 Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of February 28, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of May 31, 2025.
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Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
As of May 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
| 16 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
| Name | Age | Positions and Offices | ||
| Zonghan Wu | 46 | Chief Executive Officer, President, Secretary, Treasurer, Director |
Zonghan Wu - Chief Executive Officer, President, Secretary, Treasurer, Director
Mr. Wu worked for Opus International Consultants as a Business Analyst in New Zealand from 2004 to 2007. He worked for Nestle as a Commercial Analyst from 2008 to 2011. He worked for SIPP international Industries, Inc. (OTC Pink: SIPN) as a Director and Company Secretary from August 2022 to August 2023. Since 2011, he has been Managing Director of Shanghai Jishi Management Consulting Co. Ltd in Shanghai.
Mr. Wu served as Chairman and Company Secretary for the companies with publicly available information under Rule 15c-211 and quoted in the U.S.: SSHT S&T Group Ltd. (OTC Pink: SSHT) from January 2022 to January 2025. Mr. Wu was awarded a Bachelor of Commerce degree from the University of Auckland in New Zealand in 2004.
In July 2023, Mr. Wu founded Rocky Mountains Group Ltd, and serves as our Chief Executive Officer, President, Secretary, Treasurer, and Director.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors and the Chief Executive Officer of the Company review the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.
| 17 |
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Directors and our Officers have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
| 18 |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended May 31, 2025.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended May 31, 2025 and 2024:
Summary Compensation Table
| Summary Compensation Table | ||||||||||||||||||||||||||||||||||||
| Name and principal position (a) | Year ended May 31 (b) | Salary ($) (c) | Bonus ($) (d) | Stock Compensation ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) | |||||||||||||||||||||||||||
| Zonghan Wu, Chief Executive Officer, President, Secretary, Treasurer, Director | 2025 | $ | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||||||
| Zonghan Wu, Chief Executive Officer, President, Secretary, Treasurer, Director | 2024 | $ | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||||||
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with any officers or Directors.
Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
| 19 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of May 31, 2025, the Company has 23,200,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
| Name
and Address of Beneficial Owner | Shares
of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total
Voting Percentage Beneficially Owned | |||||||||||||||
| Executive Officers and Directors | ||||||||||||||||||||
| Zonghan Wu President, Secretary, Treasurer, Chief Executive Officer, and Director | 19,300,000 | 83.2 | % | - | - | 83.2 | % | |||||||||||||
| 5% or Greater Shareholders | - | - | - | - | - | |||||||||||||||
*Officers and or Directors who may hold a 5% or greater controlling interest in the Company are included above, but only under the subtitle, “Executive Officers and Directors”.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
On October 20, 2023, the Company issued 20,000,000 shares of restricted common stock, with $0.0001 per share, to Mr. Zonghan Wu in consideration of $2,000. The $2,000 in proceeds went to the Company to be used as working capital. As of May 31, 2025, Zonghan Wu holds 19,300,000 shares of common stock.
Mr. Zonghan Wu, currently our major shareholder, serves as our Chief Executive Officer, President, Secretary, Treasurer and Director.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
| 20 |
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| ACCOUNTING FEES AND SERVICES | 2025 | 2024 | ||||||
| Audit fees | $ | 17,800 | $ | 8,500 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
| 21 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following are filed as part of this report:
Financial Statements
The following financial statements of Rocky Mountains Group Ltd and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:
| Page | |
| Audited Financial Statements | |
| INDEX TO FINANCIAL STATEMENTS | F-1 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 |
| BALANCE SHEETS | F-3 |
| STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 |
| STATEMENT OF STOCKHOLDERS’ EQUITY | F-5 |
| STATEMENTS OF CASH FLOWS | F-6 |
| NOTES TO FINANCIAL STATEMENTS | F-7 – F-13 |
(b) Exhibits
The following exhibits are filed herewith:
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer, principal financial officer* | |
| 32.1 | Section 1350 Certification of principal executive officer, principal financial officer and principal accounting officer* | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
ITEM 16. FORM 10-K SUMMARY
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
| 22 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROCKY MOUNTAINS GROUP LTD | ||
| Date: August 13, 2025 | By: | /s/ Zonghan Wu |
| Zonghan Wu | ||
| Chief Executive Officer, President, Secretary, | ||
| Treasurer, and Director | ||
| (Principal Executive Officer, Principal Financial | ||
| Officer, Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Zonghan Wu | Chief Executive Officer, President, Secretary, Treasurer, Director | |||
| Zonghan Wu | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | August 13, 2025 |
| 23 |
ROCKY MOUNTAINS GROUP LTD
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Audited Financial Statements | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 |
| BALANCE SHEETS | F-3 |
| STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 |
| STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY | F-5 |
| STATEMENTS OF CASH FLOWS | F-6 |
| NOTES TO FINANCIAL STATEMENTS | F-7 – F-13 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
ROCKY MOUNTAINS GROUP LTD
E 242 Bucklands Beach Road
Bucklands Beach, Auckland 2012
New Zealand
Opinion on the Financial Statements
Substantial Doubt About the Entity’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As stated in Note 12 to the financial statements, for the year ended May 31, 2025, the Company had a net loss of $23,635, a negative cash flow from operating activities of $9,961 and as of May 31, 2025, the Company incurred an accumulated deficit of $27,568. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 12. 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 audits. 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
| /s/ JP CENTURION & PARTNERS PLT | |
| We have served as the Company’s auditor since 2024. | |
| August 13, 2025 |
| F-2 |
Item 1. FINANCIAL STATEMENTS
ROCKY MOUNTAINS GROUP LTD
BALANCE SHEETS
AS OF MAY 31, 2025 AND 2024 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| As of | As of | |||||||
| May 31, 2025 | May 31, 2024 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepayment | ||||||||
| Total current assets | ||||||||
| Non-current asset | ||||||||
| Plant and equipment, net | $ | $ | ||||||
| Total non-current asset | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accrued liabilities | $ | $ | ||||||
| Amounts due to a director | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity | ||||||||
| Common stock – Par value $ ; Authorized: shares; Issued and outstanding: and shares of May 31, 2025 and May 31, 2024, respectively | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | $ | $ | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
ROCKY MOUNTAINS GROUP LTD
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FROM JULY 25, 2023 (DATE OF INCEPTION) TO MAY 31, 2024 (AUDITED) AND FOR THE YEAR ENDED MAY 31, 2025
(AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| For
the Year ended May 31, 2025 | From July 25, 2023 (Date of Inception) to May 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Earnings per share | ||||||||
| Net loss per common stock – basic and diluted | ) | ) | ||||||
| Weighted average number of common stock issued and outstanding | ||||||||
| - Basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
ROCKY MOUNTAINS GROUP LTD
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FROM JULY 25, 2023 (DATE OF INCEPTION) TO MAY 31, 2024 (AUDITED) AND FOR THE YEAR ENDED MAY 31, 2025 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Common Stock | Additional
paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | Deficit | Total | ||||||||||||||||
| Balance as of July 25, 2023 (Date of Inception) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Issuance of share capital, founder’s shares | ||||||||||||||||||||
| Balance as of May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Debt forgiveness from a director | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Initial public offering | ||||||||||||||||||||
| Balance as of May 31, 2025 | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
ROCKY MOUNTAINS GROUP LTD
STATEMENTS OF CASH FLOWS
FROM JULY 25, 2023 (DATE OF INCEPTION) TO MAY 31, 2024 (AUDITED) AND FOR THE YEARENDED MAY 31, 2025
(AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| For
the Year ended May 31, 2025 | From July 25, 2023 (Date of Inception) to May 31, 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayment | ( | ) | ||||||
| Accrued liabilities | ||||||||
| Amounts due to a director (1) | ||||||||
| Net cash (used in) / provided by operating activities | ( | ) | ||||||
| Cash Flows From Investing Activity: | ||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activity | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activity: | ||||||||
| Proceeds from issuance of shares | ||||||||
| Net cash provided by financing activity | ||||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flows information | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| (1) |
The accompanying notes are an integral part of these financial statements.
| F-6 |
ROCKY MOUNTAINS GROUP LTD
NOTES TO FINANCIAL STATEMENTS
FROM JULY 25, 2023 (DATE OF INCEPTION) TO MAY 31, 2024 AND FOR THE YEAR ENDED MAY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
Rocky Mountains Group Ltd, a Nevada corporation, (“the Company”) was incorporated under the laws of the State of Nevada on July 25, 2023.
Rocky Mountains Group Ltd is headquartered in Auckland, New Zealand. We provide financial literacy seminar services to New Zealand individuals and families. Our mission is to improve the financial well-being of our clients.
The Company’s executive office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand.
As
of May 31, 2025, the Company is conducting a public offering under its Form S-1 registration. To date, shares have been sold
at $ per share, raising approximately $
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The Company has adopted May 31 as its fiscal year end.
Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.
The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using the modified retrospective method. Expected credit losses are recorded as general and administrative expenses on the statements of operations and comprehensive loss. The receivable balances are written off when they are deemed uncollectible. The Company accrued allowance for credit losses of nil for the year ended May 31, 2025.
Plant and Equipment
Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:
| Classification | Useful Life | |
| Computer and software |
| F-7 |
Revenue Recognition
Revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
| (i) | identification of the promised goods and services in the contract; | |
| (ii) | determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; | |
| (iii) | measurement of the transaction price, including the constraint on variable consideration; | |
| (iv) | allocation of the transaction price to the performance obligations; and | |
| (v) | recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company recognizes revenue over time as the financial literacy seminar and related services are delivered to the customer.
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common stock outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common stock outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s common stock outstanding. Diluted earnings per share reflects the amount of net income available to each common stock outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.
| F-8 |
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value Measurement
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recently Issued But Not Yet Adopted Accounting Standards
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively.
Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its financial statements and related disclosures.
| F-9 |
3. PREPAYMENT
As of May 31, 2025 (Audited) | As of May 31, 2024 (Audited) | |||||||
| Prepaid expenses | $ | $ | ||||||
Prepaid expenses as of May 31, 2025 represents the payment made to installment for EDGAR.
4. ACCOUNTS RECEIVABLE
As of May 31, 2025 (Audited) | As of May 31, 2024 (Audited) |
|||||||
| Accounts receivable | $ | $ | ||||||
Accounts receivable balance was nil as of May 31, 2025
5. PLANT AND EQUIPMENT
Plant and equipment consisted of the following as of May 31, 2025 and 2024:
As of May 31, 2025 (Audited) | As of May 31, 2024 (Audited) | |||||||
| Computer and software | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Plant and equipment, net | $ | $ | ||||||
Depreciation
expense for the year ended May 31, 2025 and May 31, 2024 was $
6. ACCRUED LIABILITIES
As of May 31, 2025 (Audited) | As of May 31, 2024 (Audited) | |||||||
| Accrued liabilities | $ | $ | ||||||
As
of May 31, 2025, the Company has accrued liabilities of $
| F-10 |
7. AMOUNT DUE TO A DIRECTOR
As of May 31, 2025 (Audited) | As of May 31, 2024 (Audited) | |||||||
| Amounts due to a director | $ | $ | ||||||
As of May 31, 2025, there are currently no interested/related party loans between Zonghan Wu and the Company.
Our director, Zonghan Wu, has not been compensated for the services.
8. SHAREHOLDERS’ EQUITY
The Company has shares of commons stock authorized.
On October 20, 2023, upon the incorporation of the Company, Zonghan Wu, subscribed shares of common stock at $ per share for a total subscription value of $. As of May 31, 2025, Zonghan Wu holds shares of common stock.
As
of May 31, 2025, the Company is conducting a public offering under its Form S-1 registration. To date, shares have been sold
at $ per share, raising approximately $
As of May 31, 2025, the Company has shares of common stock issued and outstanding.
9. INCOME TAX
The loss from operation before income tax of the Company for the years ended May 31, 2025 and 2024 were comprised of the following:
As of May 31, 2025 (Audited) | As of May 31, 2024 (Audited) | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | ( | ) | $ | ( | ) | ||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
United States of America
The
Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement
of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and
is subject to United States of America tax law. As of May 31, 2025, the operations in the United States of America incurred $
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of May 31, 2025 and May 31, 2024:
| As of | As of | |||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| – United States of America | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
| F-11 |
10. CONCENTRATIONS OF RISK
Customer Concentration
For
the year ended May 31, 2025, there were two customers who accounted for
| For the year ended May 31, 2025 | ||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable | ||||||||||
| Customer A | $ | % | $ | |||||||||
| Customer B | $ | % | $ | |||||||||
| Total | $ | % | $ | |||||||||
| From July 25, 2023 (Date of Inception) to May 31, 2024 | ||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable | ||||||||||
| Customer C | $ | % | $ | |||||||||
| Customer D | $ | % | $ | |||||||||
| Total | $ | % | $ | |||||||||
11. SEGMENT REPORTING
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, financial services business and single reportable segment based on New Zealand.
| For the year ended May 31, 2025 | ||||||||
| By Business Unit | Financial Services
| Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
From July 25, 2023 (Date of Inception) to May 31, 2024 | ||||||||
| By Business Unit | Financial Services
| Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
| For the year ended May 31, 2025 | ||||||||
| By Country | New Zealand | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
From July 25, 2023 (Date of Inception) to May 31, 2024 | ||||||||
| By Country | New Zealand | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
| F-12 |
12. GOING CONCERN
For
the year ended May 31, 2025, the Company incurred a net loss of $
13. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after May 31, 2025 up through the date the Company presented these audited financial statements. During the period, the Company did not have any material recognizable subsequent events.
| F-13 |