NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 (UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS
Nine Alliance Science and Technology Group (the “Company”)
was incorporated as Paramount Supply Inc. and established under the Corporation Laws of the State of Nevada on September 12, 2014. On
September 29, 2017, the Company filed a Certificate of Amendment changing the name from “Paramount Supply Inc.” to “Nine
Alliance Science and Technology Group”. The Company was formed for the purpose of marketing and distributing ladies fashion handbags.
At the end of 2017 the Company became dormant and ceased all business operations.
On August 27, 2020, a motion and application was made
to appoint a Custodian of the Company based on prior management abandoning its responsibilities to continue making filings at the Nevada
Secretary of State’s office and for failing to hold a stockholders’ meeting in over 3 years and otherwise failing to keep
current in its obligations to the Company. Upon motion and application to the District Court, Clark County Nevada, the Court granted
the request for Custodian for the Company (“Custodian”). Upon granting the motion, the Court issued an Order
acknowledging that the Custodian has performed all of the duties that had been required of it and the management of the Company will
revert exclusively to the officers and directors appointed by the Custodian. In the Revival of the Company, Investment Reserves Series,
as the Custodian of the Company, appointed Joseph Passalaqua as CEO, CFO and Secretary. As of the period ended, December 31, 2022, Joseph
Passalaqua is CEO, CFO and Secretary.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Presentation
The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
The Company has adopted a September 30 fiscal year end.
2.2 Use of Estimates and Assumptions
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America 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 reporting 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.
2.3 Cash and Cash Equivalents
The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
As of the previous year ended September 30, 2022 the Company had $68 in total assets, cash on hand. At December 31, 2022, the Company
had $95 in total assets, cash on hand.
2.4 Fair Value of Financial Instruments
As defined in (Financial Accounting Standards Board
ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). The Company will utilize the market data of similar entities in its industry
or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent
in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The
Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that
prioritizes the inputs 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 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The Company's financial instruments consist of cash
and cash equivalents, accounts payable and related party loans. The carrying amount of these financial instruments approximates fair value
due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial
statements.
Financial assets and liabilities recorded at fair value
in our balance sheet, are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure
fair value into the following levels:
Level 1 — Quoted market prices in active markets
for identical assets or liabilities at the measurement date.
Level 2 — Quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other
inputs that are observable and can be corroborated by observable market data.
Level 3 — Inputs reflecting management's best
estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are
unobservable in the market and significant to the valuation of the instruments.
8
NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 (UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
A financial instrument's categorization within the
valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company follows ASC 820’s financial instruments
consist of accounts payable and amounts provided to the Company from related parties. The carrying amount of financial instruments approximates
fair value because of the short-term nature of these items.
2.5 Stock-Based Compensation
For the three months ended December 31, 2022 and the
year ended September 30, 2022, the Company has not issued any stock-based payments to its employees Stock-based compensation is accounted
for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted
any stock options.
2.6 Income Taxes
The Company follows the ASC 740-10 deferral method
of accounting for income taxes for assets and liabilities. Under this method, deferred income tax assets and liabilities are recognized
for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income
tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Future tax benefits which arise as result of accumulated losses have not be recognized
in these financial statements, as their realization is not likely to occur.
2.7 Basic Income (Loss) Per Share
The Company computes loss per share in accordance with
“ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the
face of the statement of operations.
Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted
loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all
potential common shares if their effect is anti-dilutive.
For the three months ended December
31, 2022 and the year ended September 30, 2022 there were no potentially dilutive debt or equity instruments issued or outstanding and
any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses
in this period.
2.8 Commitments and Contingencies
The Company follows ASC 440 & ASC 450, subtopic
450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions
may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved
when one or more future events occur or fail to occur.
The Company assesses such contingent liabilities, and
such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending
against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal
proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability
would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency
is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect
the Company’s business, financial position, and results of operations or cash flows.
2.9 Recent Accounting Pronouncements
The Company reviewed all the recently issued, but
not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
9
.NINE
ALLIANCE SCIENCE & TECHNOLOGY GROUP
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 (UNAUDITED)
NOTE 3 – GOING CONCERN
The financial statements have
been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future. The Company has incurred a loss since Inception (March 25, 2008) resulting in an
accumulated deficit of $119,042 as of December 31, 2022 and further losses are anticipated in the development of its business. Further,
the Company has current liabilities in excess of current assets and has a stockholders’ deficit at December 31, 2022. These factors
raise substantial doubts about the Company’s ability to continue as a going concern for a period of one year from the issuance of
these financial statements.
Further, the effects of Covid-19
could also impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact
of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that
cast significant doubt on the company’s ability to operate under the going concern. It is possible that our company will have issues
relating to the current situation that will need to be considered by management in the future. There will be a wide range of factors to
take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and
potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and
other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations
when they are due.
Management believes that the
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the
necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management
intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock. The
failure to achieve the necessary levels of profitability or obtaining additional funding would be detrimental to the Company.
NOTE 4 – COMMON STOCK
On February 25, 2021, the
Company filed a Certificate of Amendment through which the par value has been changed from $0.001 to $0.0001. This change in par value
has been applied retroactively in the financial statements presented for the year ended September 30, 2020 and September 30, 2019. The
Company changed the par value to increase the possibility of attracting a merger candidate.
Through this amendment (effective
February 25, 2021) Company also increased the authorized shares from 75,000,000 to 300,000,000, of which 290,000,000 will be Common Stock
with a par value of $0.0001 and 10,000,000 will be Blank Check Preferred Stock with a par value of $0.0001. Before this amendment, Company
did not have any authorized Preferred Stock.
On December 7, 2021, the Company
issued 150,000,000 shares of Common Stock to Friction & Heat LLC; Joseph Passalaqua as Managing Member, in exchange for debt in the
amount of $28,694, paid for Company expenses in 2020 and 2021.
As of the year ended September
30, 2022, the Company had 290,000,000 shares of Common Stock Authorized and 225,000,000 shares of Common Stock Issued and Outstanding
and 10,000,000 shares of Blank Check Preferred Stock Authorized and 0 Issued and Outstanding.
As of the three months ended
December 31, 2022, the Company had 290,000,000 shares of Common Stock Authorized and 225,000,000 shares of Common Stock Issued and Outstanding
and 10,000,000 shares of Blank Check Preferred Stock Authorized and 0 Issued and Outstanding.
10
NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 (UNAUDITED)
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash
requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate
financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders
or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature.
In 2020 – 2021 Joseph
Passalaqua, an officer and Related Party , advanced the Company $23,444 to cover the Company’s expenses and Lyboldt-Daly, Inc; its
sole officer Joseph Passalaqua, provided the internal accounting for the Company for $5,250. These amounts were held in a Convertible
Note owed to Joseph Passalaqua, dated November 30, 2021 and were non-interest bearing, payable on demand and unsecured. On December 7,
2021, the Company issued 150,000,000 shares of Common Stock to Friction & Heat LLC; Joseph Passalaqua as Managing Member, in exchange
for $28,694 in debt conversion and the Convertible Note was paid in full.
In the Year Ended September
30, 2022, Joseph Passalaqua, an officer and Related Party, advanced the Company $14,424 to cover the Company’s expenses This amount
is held in a Convertible Note owed to Joseph Passalaqua, dated September 30, 2022 and is non-interest bearing, payable on demand and unsecured.
In the three months ended
December 31, 2022, Joseph Passalaqua, an officer and Related Party, advanced the Company $75 to cover the Company’s expenses This
amount is held in a Convertible Note owed to Joseph Passalaqua, dated December 31, 2022 and is non-interest bearing, payable on demand
and unsecured.
As of December 31, 2022, $14,499
is outstanding and included in Related Party – Notes Payable, due to Joseph Passalaqua.
In the Year Ended September
30, 2022, Lyboldt-Daly, Inc; its sole officer is Joseph Passalaqua, who is also an officer and Related Party of Nine Alliance Science
and Technology Group, Inc., provided the internal accounting for the Company in the amount of $7,000. This amount is non-interest bearing,
payable on demand and unsecured.
In the three months ended
December 31, 2022, Lyboldt-Daly, Inc; its sole officer is Joseph Passalaqua, who is also an officer and Related Party of Nine Alliance
Science and Technology Group, Inc., provided the internal accounting for the Company in the amount of $1,250. This amount is non-interest
bearing, payable on demand and unsecured.
As of December 31, 2022, $8,250
is outstanding and included in Related Party Payable, due to Lyboldt-Daly Inc.
The Company currently operates out of an office of
a Related Party- the sole Officer, Joseph Passalaqua, free of rent.
11
NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED DECEMBER 31, 2022 (UNAUDITED)
NOTE 6 – INCOME TAXES
As of three months ended December 31, 2022, the Company
had net operating loss carry forwards of approximately $119,042 that may be available to reduce future years' taxable income in varying
amounts through 2043.
As of the year ended September 30, 2022, the Company
had net operating loss carry forwards of approximately $114,183 that may be available to reduce future years' taxable income in varying
amounts through 2042.
Future tax benefits which 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 21% tax rate provision for Federal income tax consists
of the following:
| |
December 31, 2022 | |
September 30, 2022 |
Federal income tax benefit attributable to: | |
| | | |
| | |
Current operations | |
$ | 24,999 | | |
$ | 23,978 | |
Less: change in valuation allowance | |
| (24,999 | ) | |
| (23,978 | ) |
Net provision for Federal income taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
The cumulative tax effect at the expected rate of 35% of significant items
comprising our net deferred tax amount is as follows:
| |
December 31, 2022 | |
September 30, 2022 |
Deferred tax asset attributable to: | |
| | | |
| | |
Net operating loss carry over | |
$ | 41,664 | | |
$ | 39,964 | |
Less: valuation allowance | |
| (41,664 | ) | |
| (39,964 | ) |
Net deferred tax asset | |
$ | — | | |
$ | — | |
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards of approximately $119,042 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.
The Company’s returns are open to examination by the Internal Revenue Services for all tax years since inception.
NOTE 7 - SUBSEQUENT EVENTS
In January 2023 Joseph Passalaqua,
an officer and Related Party, advanced the Company $1,800 to cover the Company’s expenses This amount is held in a Convertible Note
owed to Joseph Passalaqua, dated January 18, 2023 and is non-interest bearing, payable on demand and unsecured.
12