JMKJ Nine Alliance Science and Technology Group (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

(MARK ONE)

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

 

For the quarterly period ended June 30, 2023

 

OR

 

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

For the transition period from __________________ to __________________

 

Commission File No. 000-56293

 

Nine Alliance Science & Technology Group

(Exact name of registrant as specified in its charter)

 

Nevada	35-2515740
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 

7325 Oswego Road

Liverpool, NY 13090

(Address of principal executive offices, zip code)

 

(315)451-7515

(Registrant’s telephone number, including area code)

 

 (Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the issuer (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.   Yes x.. No¨       .

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x. No  ¨

 

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

Large accelerated filer	¨	Accelerated filer	¨       .
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesx No ¨

 

As of November 22, 2023, the date of this filing and July 31, 2023, the date of our Quarterly Report filing, there were 225,000,000 shares of common stock, $0.0001 par value per share, outstanding.

1

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

Nine Alliance Science & Technology Group (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023(the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on July 31, 2023. This Amendment is being filed solely to update the cover page generally, and specifically to correct the shell company box on the cover page of the Form 10-Q. The shell company box was incorrectly marked “no” on the cover of the Form 10-Q indicating we are not a shell company as filed on July 31, 2023. This was done in error. We are a shell company and our Form 10-Q and prior filings reflect this in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. This Amendment is being filed to disclose on the cover page that we are a shell company.

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-Q or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-Q.

  

 

 

ITEM 6.  EXHIBITS.

 

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX-101.INS		XBRL Instance Document*
EX-101.SCH		XBRL Taxonomy Extension Schema Document*
EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
EX-101.LAB		XBRL Taxonomy Extension Labels Linkbase Document*
EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

 

^ Filed herewith.

 

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

* Previously furnished with our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed on July 31, 2023. 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

	NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP
Date: November 24, 2023	By:	/s/ Joseph Passalaqua
		Name: Joseph Passalaqua
		Title: President Chief Executive Officer Chief Financial Officer (Principal Executive and Principal Financial Officer)

  

 

 

EXHIBIT 31.1

 

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP

 

I, Joseph Passalaqua, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Nine Alliance Science & Technology Group;

 

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

 

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

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

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

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

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

 

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

 

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

 

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

 

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

 

Date: November 24, 2023	/s/ Joseph Passalaqua,
	Joseph Passalaqua
	President Chief Executive Officer Chief Financial Officer (Principal Executive and Principal Financial Officer)

 

 

 

EXHIBIT 32.1

 

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP

 

In connection with the accompanying Quarterly Report on Form 10-Q/A of Nine Alliance Science & Technology Group for the quarter ended June 30, 2023, the undersigned, Joseph Passalaqua, President and CEO of Nine Alliance Science & Technology Group, does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) such Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) the information contained in such Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2023 fairly presents, in all material respects, the financial condition and results of operations of Nine Alliance Science & Technology Group

 

 

Date: November 24, 2023	/s/ Joseph Passalaqua
	Joseph Passalaqua
	President Chief Executive Officer Chief Financial Officer (Principal Executive and Principal Financial Officer)

 

 

 

v3.23.3

Cover - shares	9 Months Ended
	Jun. 30, 2023	Nov. 22, 2023
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This Amendment is being filed solely to update the cover page generally, and specifically to correct the shell company box on the cover page of the Form 10-Q. The shell company box was incorrectly marked “no” on the cover of the Form 10-Q indicating we are not a shell company as filed on July 31, 2023. This was done in error. We are a shell company
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity File Number	000-56293
Entity Registrant Name	Nine Alliance Science & Technology Group
Entity Central Index Key	0001624140
Entity Tax Identification Number	35-2515740
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	7325 Oswego Road
Entity Address, City or Town	Liverpool
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13090
City Area Code	(315)
Local Phone Number	451-7515
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		225,000,000

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