UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(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, 2020

 

[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-187874

 

LUCKWEL PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Nevada		46-1660653
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

125 Cambridge Park Drive, Suite 301, Cambridge, MA 02140

(Address of principal executive offices) (Zip Code)

 

(617) 430 5222

(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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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 [  ] 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]

 

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). [X] Yes [  ] No

 

APPLICABLE ONLY TO ISSUERS 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 Sections 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. [  ] Yes [  ] No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

The number of shares of common stock, par value $0.01 outstanding as of July 20, 2021 is 147,163,500.

 

 

 

LUCKWEL PHARMACEUTICALS INC.

Form 10-Q

Three Months Ended June 30, 2020

 

TABLE OF CONTENTS

 

		Page
	PART I – Financial Information
Item 1:	Financial Statements	3
	Condensed Balance Sheets as of June 30, 2020 (unaudited) and March 31, 2020;	3
	Condensed Statements of Operations for the Three Months Ended June 30, 2020 and 2019 (unaudited);	4
	Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended June 30, 2020 and 2019 (unaudited);	5
	Condensed Statement of Cash Flows for the Three Months Ended June 30, 2020 and 2019 (unaudited);	6
	Notes to Condensed Financial Statements (unaudited);	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4:	Controls and Procedures	13
	PART II – Other Information
Item 1:	Legal Proceedings	14
Item 1A:	Risk Factors	14
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3:	Defaults Upon Senior Securities	15
Item 4:	Mine Safety Disclosures	15
Item 5:	Other Information	15
Item 6:	Exhibits	15
Signatures		16

 

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1 –FINANCIAL STATEMENTS

 

LUCKWEL PHARMACEUTICALS INC.

CONDENSED BALANCE SHEETS

 

		June 30, 2020				March 31, 2020
		(Unaudited)
Assets
Current Assets
Cash		$	3,063			$	44
Prepaid expense and other current assets			10,351				17,169
Total Assets		$	13,414			$	17,213
Liabilities
Current Liabilities:
Accrued liabilities		$	79,691			$	78,163
Note payable			15,000				-
Accrued interest			213				-
Accrued officer compensation			187,500				144,000
Due to officer			1,133,961				1,123,305
Total Liabilities			1,416,365				1,345,468
Stockholders’ Deficit:
Common stock, $0.01 par value; 200,000,000 shares authorized; 143,376,000 shares issued and outstanding as of June 30, 2020 and March 31, 2020			1,433,760				1,433,760
Additional paid in capital			465,748				465,748
Accumulated other comprehensive income			10				10
Accumulated deficit			(3,302,469	)			(3,227,773	)
Total stockholders’ deficit			(1,402,951	)			(1,328,255	)
Total Liabilities and Stockholders’ Deficit		$	13,414			$	17,213

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

LUCKWEL PHARMACEUTICALS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended June 30,
		2020				2019
General and administrative expenses		$	(74,483	)		$	(140,515	)
Other income (expense)			(213	)			1
Net loss		$	(74,696	)		$	(140,514	)
Net loss per share – basic and diluted		$	(0.0005	)		$	(0.001	)
Weighted average common shares outstanding–basic and diluted			143,376,000				143,376,000

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

LUCKWEL PHARMACEUTICALS INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

 

Three Months Ended June 30, 2020

 

		Common Stock								Additional Paid-in				Accumulated other Comprehensive				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Income				Deficit				Deficit
Balance as of March 31, 2020			143,376,000			$	1,433,760			$	465,748			$	10			$	(3,227,773	)		$	(1,328,255	)
Net loss			-				-				-				-				(74,696	)			(74,696	)
Balance as of June 30, 2020			143,376,000			$	1,433,760			$	465,748			$	10			$	(3,302,469	)		$	(1,402,951	)

 

Three Months Ended June 30, 2019

 

		Common Stock								Additional Paid-in				Accumulated other Comprehensive				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Income				Deficit				Deficit
Balance as of March 31, 2019			143,376,000			$	1,433,760			$	465,748			$	10			$	(2,691,341	)		$	(791,823	)
Net loss			-				-				-				-				(140,514	)			(140,514	)
Balance as of June 30, 2019			143,376,000			$	1,433,760			$	465,748			$	10			$	(2,831,855	)		$	(932,337	)

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

LUCKWEL PHARMACEUTICALS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Three Months Ended
		June 30,
		2020				2019
Cash Flows from Operating Activities
Net loss		$	(74,696	)		$	(140,514	)
Adjustment to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expense and other current assets			6,818				(11,617	)
Accounts payable and accrued expenses			1,741				44,101
Accrued officer compensation			43,500				-
Due to officer			10,656				-
Net cash used in operating activities			(11,981	)			(108,030	)
Cash Flows from Financing Activities
Proceeds from officer loans			-				154,670
Proceeds from note payable			15,000				-
Net cash provided by financing activities			15,000				154,670
Net increase in cash			3,019				46,640
Cash, beginning of period			44				25,754
Cash, End of period		$	3,063			$	72,394
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Noncash financing activities:
Expense payments by the primary shareholder		$	10,656			$	-

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 – Organization and Description of Business

 

Luckwel Pharmaceuticals Inc. (“Luckwel” or the “Company”) plans to acquire, develop, manufacture, and market pharmaceutical medication.

 

On April 11, 2018, Luckwel filed a Certificate of Amendment to the Articles of Incorporation to change its name from Luckycom Pharmaceuticals Inc. to Luckwel and to increase the number of its authorized shares of common stock to 200,000,000 with an effective date of April 13, 2018. The Company then amended and restated its by-laws to reflect the new corporate name. In January 2021, the Company amended its certificate of incorporation to increase the number of authorized shares from 200,000,000 to 500,000,000.

 

The Company’s corporate office is located in Cambridge, Massachusetts and is incorporated in the State of Nevada.

 

As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), unless otherwise indicated, all references herein to “Luckwel,” the “Company,” “we” or “us” refer to Luckwel Pharmaceuticals Inc.

 

Note 2 - Summary of Significant Accounting Policies

 

Preparation of Interim Financial Statements

 

The accompanying condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities and Exchange Commission instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2020 are not necessarily indicative of the results that can be expected for the full year. The condensed financial statements contained herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020.

 

These condensed financial statements have been prepared on the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. This assumption is presently uncertain and contingent upon the Company’s ability to raise additional working capital. The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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 (“U.S. GAAP”) and are presented in US dollars (“USD”).

 

Cash

 

Cash includes all cash in bank with no restrictions.

 

Use of Estimates

 

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

 

 

Fair Value of Financial Instruments

 

Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

 

The Company’s financial instruments consist of cash, accrued liabilities, note payable and due to officer. The carrying amount of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. There were no financial instruments classified as Level 3 in the fair value hierarchy during the three months ended June 30, 2020 and June 30, 2019.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using the enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enacted or substantively enacted date.

 

Accounting for uncertainty in income taxes recognized in the financial statements is in accordance with accounting authoritative guidance, which prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more likely than not” to be sustained, the tax position is then assessed to determine the amount of the benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement.

 

Basic and Diluted Net Loss Per Share

 

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no potentially dilutive debt or equity outstanding as of June 30, 2020 and March 31, 2020.

 

Recent Accounting Pronouncements

 

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the financial position, statements of operations and cash flows.

 

 

Note 3 – Going Concern

 

The Company had $3,063 in cash and accumulated deficit of $3,302,469 at June 30, 2020, has incurred losses since inception, and has not yet received any revenue from sales of products or services. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital or obtain necessary debt financing. The Company is presently dependent on its Chief Executive Officer, Mr. Kingrich Lee, to either provide the Company funding for its daily operation and expenses, including professional fees and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

The Company currently does not have any arrangements in place to complete any financings and there is no assurance that it will be successful in completing any such financings on terms that will be acceptable.

 

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 losses and further losses are anticipated as a result of the development of business which raises substantial doubt about its ability to continue as a going concern for a period of one year after the date that the financial statements are issued. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing necessary 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 existing cash on hand and loans from directors and/or private placement of its common stock.

 

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (COVID-19) outbreak a pandemic. As we are still a shell company, our operations have not been significantly impacted financially by the COVID-19 outbreak other than to delay our plans to develop the business and raise required funds. We cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on our financial condition and ability to raise additional capital to finance future planned operations.

 

Subsequent to June 30, 2020, in January 2021, the Company sold 300,000 shares of its common stock at a purchase price of $0.40 per share for gross proceeds of $120,000. In February 2021, $1.2 million of debt that was owed to Mr. Kingrich Lee was converted into 3,000,000 shares of the Company’s common stock at a conversion price of $0.40 per share. In April 2021, the Company sold 300,000 shares of its common stock at a purchase price of $0.40 per share for total gross proceeds of $120,000. In May 2021, the Company sold 187,500 shares of its common stock at a purchase price of $0.40 per share for total gross proceeds of $75,000.

 

Note 4 – Related Party Transactions

 

The Company’s sole officer and director, and also a shareholder, Mr. Kingrich Lee, paid Company expenses of $10,656 during the three months ended June 30, 2020. Accordingly, Mr. Kingrich Lee is owed an aggregate amount of $1,133,961 and $1,123,305 as of June 30, 2020 and March 31, 2020, respectively, from the Company. The amounts are unsecured, non-interest bearing and are due on demand.

 

On November 1, 2018, we entered into a one-year employment agreement with Mr. Lee to continue his employment as our Chief Executive Officer, continuing on a year-to-year basis thereafter unless terminated by either party on not less than thirty (30) days’ notice prior to the expiration of the one-year extension anniversary (current agreement is through October 31, 2021). His salary is $180,000 a year. Additionally, he shall be entitled to an education allowance for his children who are attending full-time local education from kindergarten to senior secondary levels in any type of school and a housing allowance of $3,000 a month. As of June 30, 2020, Mr. Kingrich Lee was owed $187,500 of salary and housing allowance pursuant to his employment agreement, which is recorded in accrued officer compensation. Upon termination of Mr. Lee’s employment, except for termination for cause or termination by Mr. Lee, he shall be entitled to a payment equal to two (2) months’ salary ($30,000 at June 30, 2020) and shall also be eligible to retain his other benefits for a period of six (6) months (a minimum of $18,000 in housing allowance at June 30, 2020 plus any eligible education expenses).

 

Note 5 – Capital Stock

 

As of June 30, 2020 and 2019, the Company had 143,376,000 shares of common stock issued and outstanding.

 

 

Note 6 – Note Payable

 

In April 2020, the Company borrowed $15,000 in the form of a promissory note (the “Note”). The Note bears interest at 7% per annum and has no maturity date. During the three-month ended June 30, 2020, the Company recognized interest expense of $213 related to the Note. This loan was repaid in May 2021.

 

Note 7 – Risks and Uncertainties

 

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (COVID-19) outbreak a pandemic. As we are still a shell company, our operations have not been significantly impacted financially by the COVID-19 outbreak other than to delay our plans to develop the business and raise required funds. We cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on its financial condition and ability to raise additional capital to finance future planned operations.

 

Note 8 – Subsequent Events

 

Management of the Company has evaluated subsequent events through the date of issuance of the financial statements and has concluded that there were no subsequent events requiring adjustment to or disclosure in these financial statements, other than those noted below:

 

In January 2021, the Company completed a private placement offering with an individual for the purchase of an aggregate of 300,000 shares of common stock of the Company at a price of $0.40 per share for total gross proceeds of $120,000.

 

In January 2021, the Company amended its certificate of incorporation to increase the number of authorized shares from 200,000,000 to 500,000,000.

 

In February 2021, $1.2 million of debt that was owed to Mr. Kingrich Lee was converted into 3,000,000 shares of common stock of the Company at a conversion price of $0.40 per share.

 

In April 2021, the Company completed a private placement offering with a group of individual investors for the purchase of an aggregate of 300,000 shares of common stock of the Company at a price of $0.40 per share for total gross proceeds of $120,000.

 

In May 2021, the Company completed a private placement offering with an investor for the purchase of 187,500 shares of common stock of the Company at a price of $0.40 per share for total gross proceeds of $75,000.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

As of June 30, 2020 we were still a shell company and had not yet begun operations. We have no source of revenue and need additional cash resources to maintain the operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee to either provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

We currently do not have any arrangements in place to complete any financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable.

 

Our priority, should we receive such additional funds, is to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

 

Once these costs are accounted for, we will focus on the following activities:

 

	●	Continue to work to establish a management team to work on establishing pharmaceutical operations in the Boston area.
	●	Continue intellectual property registration work for drug candidates.

 

Any failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and we may have to push back the dates of such activities.

 

Going Concern

 

As of June 30, 2020, we were a shell company and have not yet begun operations. We have no source of revenue and need additional cash resources to maintain the operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee, to either provide us funding for its daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

As of June 30, 2020 we had current assets of $13,414, liabilities totaling $1,416,365, have incurred losses since inception of $3,302,469, and have not yet received any revenue from sales of products or services. These factors raise substantial doubt about our ability to continue as a going concern for a period of one year after the date that the financial statements are issued. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our controlling shareholder to provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so.

 

 

Any failure to raise additional funds will have the effect of delaying the timeframes as described in our business plan as set forth above and elsewhere in this Quarterly Report on Form 10-Q, and we may have to push back the dates or modify the scope of such planned activities.

 

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (COVID-19) outbreak a pandemic. As we are still a shell company, the Company’s operations have not been significantly impacted financially by the COVID-19 outbreak other than to delay the Company’s plans to develop the business and raise required funds. We cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on our financial condition and ability to raise additional capital to finance future planned operations.

 

Management has been taking steps to improve the financial position of the Company. Subsequent to June 30, 2020, in January 2021, we sold 300,000 shares of our common stock at $0.40 per share for gross proceeds of $120,000. In February 2021, $1.2 million of Company debt that was owed to Mr. Kingrich Lee was converted into 3,000,000 shares of our common stock at a conversion price of $0.40 per share. In April 2021, the Company sold 300,000 shares of its common stock at a purchase price of $0.40 per share for total gross proceeds of $120,000. In May 2021, the Company sold 187,500 shares of its common stock at a purchase price of $0.40 per share for total gross proceeds of $75,000.

 

Results of Operations

 

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

 

General and Administrative Expenses

 

As we are still a shell company without operations during the three month periods ended June 30, 2020 and 2019, our expenses were primarily general and administrative related. We recognized general and administrative expenses for the three months ended June 30, 2020 and 2019 of $74,483 and $140,515, respectively.

 

Our operating expenses for the three months ended June 30, 2020 consisted primarily of professional fees of $7,982 and officer compensation of $64,528. Our operating expenses for the three months ended June 30, 2019 consisted mainly of professional fees of $54,817, officer compensation of $66,889, and travel expenses of $13,637.

 

Operating expenses decreased significantly during the three months ended June 30, 2020 from the comparable prior period in 2019 because we delayed our annual audit and certain other professional services and there was decreased business travel due to COVID-19.

 

We anticipate our operating expenses will increase significantly as we proceed to implement our business plan described above and become operational.

 

Net Loss

 

We incurred a net loss of $74,696 and $140,514 for the three months ended June 30, 2020 and 2019, respectively.

 

Liquidity and Capital Resources

 

On June 30, 2020, we had $13,414 in current assets, consisting of $3,063 in cash and $10,351 in prepaid expense and other current assets, and current liabilities in the amount of $1,416,365, consisting of accrued liabilities of $79,691, a note payable of $15,000, accrued interest of $213, accrued officer compensation of $187,500, and $1,133,961 due to an officer. We had a net working capital deficit of $1,402,951 as of June 30, 2020.

 

The table below sets forth selected cash flow data for the periods presented:

 

		Three Months Ended
		June 30,
		2020				2019
Net cash used in operating activities		$	(11,981	)		$	(108,030	)
Net cash provided by financing activities			15,000				154,670
Net increase in cash		$	3,019			$	46,640

 

Our negative operating cash flows were mainly a result of operating expenses and no revenue (see Result of Operations). Our positive financing cash flows were a result of proceeds from officer loans and a note payable.

 

 

On November 1, 2018, we entered into a one-year employment agreement with Mr. Lee to continue his employment as our Chief Executive Officer, continuing on a year-to-year basis thereafter unless terminated by either party on not less than thirty (30) days’ notice prior to the expiration of the one-year extension anniversary (current agreement is through October 31, 2021). His salary is $180,000 a year. Additionally, he shall be entitled to an education allowance for his children who are attending full-time local education from kindergarten to senior secondary levels in any type of school and a housing allowance of $3,000 a month. Upon termination of Mr. Lee’s employment, except for termination for cause or termination by Mr. Lee, he shall be entitled to a payment equal to two (2) months’ salary ($30,000 at June 30, 2020) and shall also be eligible to retain his other benefits for a period of six (6) months.

 

We have insufficient cash to operate our business at the current level for the next 12 months from the issuance date of this report and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months from the issuance date of this report is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sale of stock or the advancement of loans of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2020, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive and Chief Financial Officer has concluded that as of June 30, 2020, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified below.

 

Our principal chief executive officer and principal chief financial officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2020 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30, 2020, our internal controls over financial reporting were not effective. The material weaknesses identified related to (i) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (ii) a lack of sufficient documented financial closing policies and procedures; and (iii) a lack of independent directors and an audit committee.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2022: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting, and (iii) strengthen our financial team by employing more qualified accountant(s) conversant with US GAAP to enhance the quality of our financial reporting function. The remediation efforts set out in (i), (ii) and (iii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended June 30, 2020, there have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A. Risk Factors

 

Not required for smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On January 12, 2021, we completed a private placement offering of 300,000 shares of our common stock at a price of $0.40 per share for total proceeds to the Company of $120,000 to an investor in an offering that had not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and that had not been reported on our previously filed periodic reports filed under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to Rule 903 of Regulation S of the Securities Act.

 

We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Securities Act on the basis that the sale of the shares was completed in “offshore transactions”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the shares. The investor represented to us that she was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person.

 

On February 11, 2021, we converted $1.2 million of the total amount that we owed to our Chief Executive Officer, Mr. Kingrich Lee, into 3,000,000 shares of our common stock at a price of $0.40 per share.

 

The issuance of Company common stock to Mr. Lee was exempt from registration pursuant to the provisions of Section 4(a)(2) of the Securities Act, as amended and Rule 506 of Regulation D promulgated thereunder. Mr. Lee represented to us that he (i) was an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) was knowledgeable, sophisticated and experienced in making investment decisions of this kind, and (iii) has had adequate access to information about the Company. Further, the Company relied on the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation S under the Securities Act for purposes of the private placement of the shares of common stock as such shares have not been offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or persons in the United States.

 

 

On April 20, 2021, we completed a private placement offering of 300,000 shares of our common stock at a price of $0.40 per share for total gross proceeds to the Company of $120,000 to a group of investors in an offering that had not been registered under the United States Securities Act of 1933, as amended and that had not been reported on our previously filed periodic reports filed under the Exchange Act pursuant to Rule 903 of Regulation S of the Securities Act.

 

We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Securities Act on the basis that the sale of the shares was completed in “offshore transactions”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the shares. The investors represented to us that they were not U.S. persons, as defined in Regulation S, and were not acquiring the shares for the account or benefit of a U.S. person.

 

In May 2021, we completed a private placement offering of 187,500 shares of our common stock at a price of $0.40 per share for total gross proceeds to the Company of $75,000 to an investor in an offering that had not been registered under the Securities Act and that had not been reported on our previously filed periodic reports filed under the Exchange Act pursuant to Rule 903 of Regulation S of the Securities Act.

 

We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Securities Act on the basis that the sale of the shares was completed in “offshore transactions”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the shares. The investors represented to us that they were not U.S. persons, as defined in Regulation S, and were not acquiring the shares for the account or benefit of a U.S. person.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number		Description of Exhibit
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Label Linkbase Document
101.PRE*		XBRL Taxonomy Presentation Linkbase Document

 

* Filed herewith

**Furnished herewith

 

 

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.

 

Luckwel Pharmaceuticals Inc.
Date:	September 7, 2021
By:	/s/ Kingrich Lee
	Kingrich Lee
Title:	Chief Executive Officer and Chief
	Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer)