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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
For
the quarterly period ended June 30, 2022 |
|
|
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. 000-51185
Golden
Ally Lifetech Group, Inc.
(exact
name of registrant as specified in its charter)
Delaware |
|
16-1732674 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
901
S. Mopack Exp Building 1, Suite 300, Austin, TX 78746
(Address
of principal executive offices) (zip code)
(512)
430-1553
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
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 ☒ 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 ☒ 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer |
☐ |
Accelerated
Filer |
☐ |
|
Non-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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of August 12, 2022, the registrant had 8,496,061,902 shares of common stock outstanding.
Table
of Contents
Item
1. Financial Statements.
Golden
Ally Lifetech Group, Inc.
Condensed
Consolidated Balance Sheets
(Unaudited)
See
accompanying notes to financial statements.
Golden
Ally Lifetech Group, Inc.
Condensed
Consolidated Statements of Operations
For
the Three and Six Months Ended June 30, 2022 and 2021
(Unaudited)
See
accompanying notes to financial statements.
Golden
Ally Lifetech Group, Inc.
Condensed
Consolidated Statements of Stockholders’ Equity
June
30, 2022 and 2021
(Unaudited)
| |
| Convertible Series A Preferred Stock | | |
| Common Stock | | |
| Additional Paid-in | | |
| Accumulated | | |
| | |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Capital | | |
| Deficit | | |
| Total | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance December 31, 2020 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance June 30, 2021 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
See
accompanying notes to financial statements.
Golden
Ally Lifetech Group Inc.
Condensed
Consolidated Statements of Cash Flows
For
the Six Months Ended June 30, 2022 and 2021
(Unaudited)
See
accompanying notes to financial statements.
Golden
Ally Lifetech Group, Inc.
Condensed
Consolidated Notes to Financial Statements
June
30, 2022
(Unaudited)
NOTE
1 – BUSINESS
Golden Ally Lifetech Group Inc. (“Golden Ally” or the “Company”) is a Delaware corporation incorporated on December
1, 2020, and operates primarily out of Austin, Texas.
Golden
Ally is a high-tech start-up focusing on a unique product offering. Golden Ally activities to date have focused on the development and
exploration of water filtration technology and consumer products with Aquaporin (“AQP”) Active Water. Golden Ally has been
working with field experts and research institutions to apply and explore the ability to enhance water filtration for improved body cell
absorption in commercialized water products.
On
April 6, 2022, Golden Ally closed on the Share Purchase and Exchange Agreement (“SPA”) with Signet International Holdings,
Inc. (“Signet”), a Delaware corporation formed on February 2, 2005, and the Signet controlling shareholders. Under generally
accepted accounting principles, the acquisition by Signet of Golden Ally is considered to be a capital transaction in substance, rather
than a business combination. That is, the acquisition is equivalent to the acquisition by Golden Ally of Signet with the issuance of
stock by Golden Ally for the net assets of Signet. This transaction is reflected as a recapitalization and is accounted for as a change
in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under
reverse merger accounting, the comparative historical financial statements of Signet, as the legal acquirer, are those of the accounting
acquirer, Golden Ally. Accordingly, Golden Ally’s financial statements prior to the closing of the reverse acquisition, reflect
only the business of Golden Ally. Under the SPA, the controlling shareholders of Signet exchanged
their capital stock of the Company, consisting of 5,000,000 shares of Series A Convertible Super Preferred Stock (convertible into 50,000,000
common shares), 4,474,080 common shares, and $373,350 of cash for all the shares of Golden Ally.
In
March 2022 Signet’s Board of Directors approved, among other things, an Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws, subject to stockholder approval. Stockholder approval was obtained through written consent. Upon approval of all
regulating authorities, on July 8, 2022, Signet’s name was changed from “Signet International Holdings, Inc.” to “Golden
Ally Lifetech Group, Inc.”
NOTE
2 – GOING CONCERN
The
financial statements have been prepared on a going concern basis which assumes Golden Ally will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. Golden Ally has not yet established a source of revenues
sufficient to cover its operating costs and allow it to continue as a going concern. As reflected in the accompanying unaudited condensed
financial statements, Golden Ally had a net loss of $3,548,138 and used net cash in operations of $3,747,918 for the six months ended
June 30, 2022. Golden Ally has an accumulated deficit of $3,605,708 as of June 30, 2022. These factors raise substantial doubt about
the ability of Signet to continue as a going concern.
In
order to continue as a going concern, Golden Ally will need, among other things, additional capital resources. Management’s plan
is to obtain such resources for Golden Ally by obtaining capital from management and significant shareholders sufficient to meet its
minimal operating expenses and seeking third party equity and/or debt financing.
Management
has held preliminary discussions with potential investors to secure significant capital for Golden Ally in 2022. Management believes
that the diversified options for financing available to Golden Ally in 2022, along with support from significant shareholders, will allow
it to achieve its objectives and satisfy its capital requirements. However, there can be no assurance that the Company will be able to
successfully secure outside financing on reasonable terms, or at all.
These
financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification
of liabilities that might be necessary should Golden Ally be unable to continue as a going concern.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with GAAP and applicable rules and regulations
of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 8 of Regulation S-X.
Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these
interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in Signet’s
Information Statement on Schedule 14C, filed with the SEC on March 16, 2022. These condensed financial statements of Golden Ally include
all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Golden Ally’s
financial position as of June 30, 2022, and results of its operations and its cash flows for the interim periods presented. The results
of operations for the six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the entire year.
There have been no significant changes in the Golden Ally’s accounting policies from those described in the Golden Ally’s
audited financial statements and the related notes to those statements.
Pursuant
to the SPA, the Business Combination was accounted for as a recapitalization in accordance with US GAAP. Under this method of accounting,
of Signet International Holdings, Inc., was treated as the acquired company and Golden Ally Lifetech Group, Inc., was treated as the
acquirer for financial statement reporting purposes.
Golden
Ally Lifetech Group, Inc. was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
|
● |
Golden
Ally Lifetech Group, Inc., through their ownership of the Convertible Series A Preferred stock and Common Stock, has a 77% of the
voting interest; |
|
|
|
|
● |
Golden
Ally Lifetech Group, Inc., selected all of the new board of directors of Signet; |
|
|
|
|
● |
Golden
Ally Lifetech Group, Inc., senior management is the senior management of Signet; and |
|
|
|
|
● |
Golden
Ally Lifetech Group, Inc., is the larger entity based on historical operating activity. |
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, revenues and expenses, and disclosure at the date of the financial statements. Actual results
could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for
continued reasonableness. Actual results and outcomes may differ from management’s estimates and assumptions.
Cash
and cash equivalents
For
purposes of the statement of cash flows, Golden Ally considers all highly liquid instruments purchased with an original maturity of three
months or less to be cash.
As
of June 30, 2022, and December 31, 2021, Golden Ally had cash of $2,914,914 and $2,999,370.
Concentrations
of Credit Risk
Golden
Ally maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Golden Ally continually
monitors its banking relationships and consequently has not experienced any losses in its accounts. Management believes Golden Ally is
not exposed to any significant credit risk on cash.
Loss
per Share
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. Golden Ally had no dilutive instruments outstanding during the periods presented.
Recent
Accounting Pronouncements
Golden
Ally has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the
financial statements unless otherwise disclosed, and Golden Ally does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations
NOTE
4 – PREPAID EXPENSE
During
the six months ended June 30, 2022, Golden Ally entered into an agreement for legal services and paid $750,000 as a retainer to the legal
service provider. As of June 30, 2022, $522,983 of the retainer was expensed and the $227,017 was recorded as a prepaid expense.
NOTE
5 – LOAN RECEIVABLE – RELATED PARTY
On
May 15, 2022, the Company loaned $1,000,000 to a company owned by a related party. The loan is interest free and matures on November
14, 2022.
NOTE
6 - LEASES
During
the six months ended June 30, 2022, the Company entered into a lease for an office located in California. The lease commenced on June
1, 2022, and is for a period of two years. The Company has accounted for the lease in accordance with ASC 842, Leases. Upon commencement
of the lease, the Company recorded a right of use asset and lease liability for $138,210. During the six months ended June 30, 2022,
the Company recognized $5,759 in amortization, $1,052 in interest expense and made payments of $6,300 on the lease liability. As at June
30, 2022, the right of use asset was $132,451 and the lease lability was $132,962.
NOTE
7 – GOODWILL
Under
generally accepted accounting principles, the acquisition by Signet of Golden Ally is considered to be a capital transaction in substance,
rather than a business combination. That is, the acquisition is equivalent to the acquisition by Golden Ally of Signet with the issuance
of stock by Golden Ally for the net assets of Signet. This transaction is reflected as a recapitalization and is accounted for as a change
in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under
reverse merger accounting, the comparative historical financial statements of Signet, as the legal acquirer, are those of the accounting
acquirer, Golden Ally. As part of the agreement, Golden Ally exchanged 100% of its shares for 77% of Signet shares, representing a premium
for the 23% of Signet stock not acquired. Golden Ally recorded $1,777,204 in Goodwill for the $1,403,854 value of shares not acquired
and $373,350 cash paid.
NOTE
8 – INVESTMENT – RELATED PARTY, AND ITS SUBSEQUENT RECISSION
On
December 1, 2021, the Company entered into an agreement to purchase 20% of the issued and outstanding shares of Asia Hybrid Cryptocurrency
Company Limited (“Asia Hybrid”) for $2,000,000. As part of the agreement, Asia Hybrid was to develop and maintain a digital
platform for use by the Company. The Company made the payment of $2,000,000 in accordance with the agreement in December 2021.
On
March 7, 2022, the Company entered a recission agreement with Asia Hybrid, and a related party, whereby the original agreement between
the Company and Asia Hybrid was rescinded effective December 1, 2021, and both party’s obligations of the agreement were terminated.
NOTE
9 – CAPITAL STOCK
Common
Stock
On
April 6, 2022, the Company amended its Certificate of Incorporation and in connection therewith, its authorized shares of capital common
stock was set at 10,000,000,000 with a par value of $0.00001.
During
the six months ended June 30, 2022, Golden Ally received $5,042,060 for stock subscriptions related to common stock.
During
the six months ended June 30, 2022, the Company issued 8,475,525,920 shares of common stock in connection with the transaction effected
pursuant to the SPA generally described in Note. 1
There
were 8,496,061,902 and 20,535,920 common shares outstanding as of June 30, 2022, and December 31, 2021
Preferred
stock
On
April 6, 2022, the Company amended the authorized shares of capital preferred stock to 1,000,000,000 with a par value of $0.00001.
On
April 6, 2022, the Company issued 995,000,000 Series A Preferred Stock in connection with the transaction effected pursuant to the SPA
generally described in Note 1.
There
were 1,000,000,000 and 5,000,000 shares of Series A preferred stock issued and outstanding as of June 30, 2022, and December 31, 2021.
On
July 8, 2022, the Company merged its sole subsidiary into the Company. Only the Company exists from this date.
NOTE
10 – RELATED PARTIES
During
the year ended December 31, 2021, a related party paid expenses on behalf of the Company of $5,000. As of June 30, 2022, the related
party owed $5,000.
During
the six months ended June 30, 2022 and 2021, the Company paid $822,643 and $0 in wages and salaries to related parties.
During
the six months ended June 30, 2022, Golden Ally entered into an agreement with a company owned by a related party to develop and implement
marketing strategies for Golden Ally’s products. Golden Ally paid $1,800,000 per the terms of the agreement for services provided.
See
Note 5 for Loan Receivable – Related Party.
NOTE
11 – COMMITMENTS
Operating
lease
During
the six months ended June 30, 2022, the Company entered into an agreement for office space in Texas. The agreement term is from January
19, 2022, to January 31, 2023 at a rate of $332 per month. The lease has been accounted for as a short-term lease and rental payments
expensed.
During
the six months ended June 30, 2022, the Company entered into a lease for a location in California. The term of the lease is four months
ending on May 31, 2022. The base rent is $5,970 per month. The lease has been accounted for as a short-term lease and rental payments
expensed. The lease was renewed on June 1, 2022 and has been accounted for in accordance with ASC 842, Leases at a cost of $6,300 per
month
NOTE
12 – SUBSEQUENT EVENTS
In
July 2022, the Company paid a related party, Taucoin
Asset Management LLC, additional amounts of $200,000 and $400,000 to develop and implement marketing strategies for Company products.
END
OF FINANCIAL STATEMENTS
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You
should read the following discussion and analysis together with our financial statements and the notes to those statements included elsewhere
in this Quarterly Report on Form 10-Q and other reports we filed with the Securities and Exchange Commission. This Quarterly Report on
Form 10-Q contains statements that discuss future events or expectations, projections of results of operations or financial condition,
trends in our business, business prospects and strategies and other “forward-looking” information. In some cases, you can
identify “forward-looking statements” by words like “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,”
“potential” or “continue” or the negative of those words and other comparable words. These statements may relate
to, among other things, our ability to implement and fund our business plan; expectations for our financial results, revenue, operating
expenses and other financial measures in future periods; and the adequacy of our sources of liquidity to satisfy our working capital
needs, capital expenditures, and other liquidity requirements.
April
2022 Reverse Merger (Purchase); Recent Developments
On
February 28, 2022, Signet International Holdings, Inc. (“Signet”), Estate of Ernest W. Letiziano, Ms. Hope Hillabrand,
and Mr. Thomas Donaldson (collectively, the “Controlling Shareholders”) and Golden Ally Lifetech Group Co., Ltd.,
a Delaware corporation (“Golden Ally”) entered into a Share Purchase and Exchange Agreement (the “SPA”).
Under
the SPA, the Controlling Shareholders agreed to exchange their capital stock of Signet, consisting of 5,000,000 shares of Series A Convertible
Super Preferred Stock (convertible into 50,000,000 common shares), 4,474,080 common shares, and $375,000 cash for all the shares
of Golden Ally (the “Purchase”).
The
Purchase contemplated by the SPA was consummated on April 6, 2022. Immediately after the Closing, the former stockholders of Golden Ally
Sub collectively hold beneficially and of record over 99% of the total issued and outstanding equity securities and voting power of Signet.
The Purchase resulted in Golden Ally becoming a subsidiary
of Signet and the shareholders of Golden Ally holding shares of Signet.
In
March 2022 Signet’s Board of Directors approved, among other things, an Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws, subject to stockholder approval. Stockholder approval was obtained through written consent. On July 8, 2022, Golden
Ally was merged with and into Signet and Signet’s name was from “Signet International Holdings, Inc.” to “Golden
Ally Lifetech Group, Inc.” In this report references to “Golden Ally” or the “Company” refer to the operations
and assets of the Company on a post-purchase basis.
Our
Business
Golden
Ally is focused on its Aquaporin (“AQP”) Active Water project, which is a derivative of an academic inspiration from the
2003 Nobel Laureates in Chemistry, Dr. Peter Agre and Dr. Roderick MacKinnon jointly, “for discoveries concerning channels in cell
membranes”. Golden Ally has been working closely with experienced field experts and top scientific research institutions to apply
the famous Nobel Prize theory of aquaporins into its commercialized products, i.e., the AQP Active Water.
AQP
Active Water is the product of a unique water filtration technology derived from raw materials with exclusive access by Golden Ally.
The advanced technology can enhance water filtration for better body cell absorption to improve health. All AQP Active Water products
are expected to be produced through OEM arrangements and their distribution logistics will also be supported by the OEM partners.
AQP
Active Water is an epoch-making product. Consumption for a prolonged period is foreseen to possibly extend human body cells’ lifespan.
Golden Ally has been running laboratory tests on its products at the David Geffen School of Medicine at University of California, Los
Angeles.
High-income
households are Golden Ally’s targeted consumers due to a strong correlation between income level and health spending. The global
consumer pool for AQP Active Water is estimated at 17.61 million households. These households represent the portion that has an annual
household income of over $150,000 USD, a level that can potentially support annual household spending on healthcare products.
Results
of Operations
Overview
Golden
Ally is a developmental stage company that is currently implementing its business plan, which is to be a high-tech start-up focused on
a unique product offering. Our activities to date have focused on the development and exploration of water filtration technology and
consumer products with AQP Active Water. We have been working with field experts and research institutions to apply and explore the ability
to enhance water filtration for improved body cell absorption in commercialized water products. During the quarter ended June 30, 2022,
the Company continued taking steps to implement its business plan, including negating various agreements related to the production, marketing
and distribution of its products, including a Bottling Agreement with Azure Water Bottling of Florida, LLC.
Limited
Operating History; Need for Additional Capital
We
have had limited operations and have been issued a “going concern” opinion by our auditor for the year ended December 31,
2021, based on our lack of an established source of revenues sufficient to cover our operating costs and allow us to continue as a going
concern. As of June 30, 2022, we have incurred a cumulative deficit of $3,605,708. There is limited historical financial information
about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee
that we will be successful in our business operations.
Our
business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible
delays in developing our products and market downturns.
In
the six months ended June 30, 2022, Golden Ally received $5,042,000 for stock subscriptions receivable related to its Common Stock. We
expect to require further investments and have no assurance that future financings will be available to us on acceptable terms, or at
all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing
could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations
in the future, we may be unable to carry out our business plans or we may be forced to cease operations.
Going
Concern
Our
financial statements have been prepared on a going concern basis which assumes Golden Ally will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. No revenues have been generated to date and we expect limited
revenues.
Results
of Operations
During
the three and six months ended June 30, 2022, we did not generate any revenue. Our operating expenses for the three and six month periods
ended June 30, 2022 were $1,586,388 and $3,548,138, consisting primarily of professional fees and other expenses paid to develop and
implement marketing strategies for its products. and wages and salaries for Company personnel. As a result, for the three and six months
ended June 30, 2022 we incurred a loss from operations of $1,586,388 and $3,548,138. During the three and six months ended June 30, 2021
we did not have any operations.
Liquidity
and Capital Resources
Working
Capital and Cash Flows. Golden Ally used cash flows of $3,747,918 for operating activities for the six months ended June
30, 2022.
On
January 3, 2022, Golden Ally entered into an agreement with a company owned by a related party, Taucoin Asset Management LLC, to
develop and implement marketing strategies for its products. During the first six months of 2022, the Company paid a total
of $1,800,000 on this agreement.
On
January 18, 2022, Golden Alley entered into an agreement for legal services. In January 2022, Golden Ally paid $500,000 as a retainer
to the legal service provider.
Golden
Ally has a lease for an office in Texas for one year at $332 per month. During the six months ended June 30, 2022, the Company also entered
into a lease for a location in California. The initial term of the lease was four months ending on May 31, 2022. The lease was renewed
on June 1, 2022, and the base rent is now $6,300 per month.
In
July 2022, the Company paid a related party, Taucoin
Asset Management LLC, additional amounts of $200,000 and $400,000 to develop and implement marketing strategies for Company products.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources
that is material to investors.
Critical
Accounting Policies
Our
financial statements and related public financial information are based on the application of accounting principles generally accepted
in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations
of accounting principles that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures in
our financial statements. We had no critical accounting policies for the year ended December 31, 2021, or for the quarter ended June
30, 2022.
We
have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding
our results, which are summarized in Note 3 to our financial statements. Although we believe that our estimates, judgments and assumptions
are reasonable, they are based upon information presently available. Actual results may differ from those estimates.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
Item
4. Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such information is collected and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer
and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company. In designing
and evaluating our disclosure controls and procedures, management recognizes that no matter how well conceived and operated, disclosure
controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met.
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness
of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective
to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms and (ii) is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosures.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II.
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
N/A
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Mine Safety
Disclosures
Not
applicable.
Item 5. Other Information
None.
Item
6. Exhibits
*
Furnished herewith.
**
The certifications attached as Exhibits 32.1 and 32.2 that accompanies this Quarterly Report on
Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing
of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or
after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
+
Certain portions of this agreement have been omitted because such information is not material and is the type that the registrant treats
as private or confidential.
SIGNATURES
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.
Date: |
August
18, 2022 |
|
Signet
International Holdings, Inc. |
|
|
|
|
|
|
|
|
By: |
/s/
Oliver Keren Ban |
|
|
|
|
Oliver
Keren Ban, Chief Executive Officer and President (Principal Executive Officer), Secretary, Treasurer, and Director |
|
|
|
|
|
|
|
|
By: |
/s/
Tak Yiu Cheng |
|
|
|
|
Tak
Yiu Cheng, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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