SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM
For the fiscal year ended:
For the transition period from: _____________ to _____________
Commission File Number:
Tel: (
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common stock, par value of $0.0001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☐ Yes ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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)
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 Act).
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter: $
As of October 3, 2024 the Registrant had
FORWARD LOOKING STATEMENTS
Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.
These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as those discussed elsewhere in this Form 10-K.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
As used in this Annual Report on Form 10-K, references to “dollars” and “$” are to United States dollars and, unless otherwise indicated, references to “we,” “our,” “us,” the “Company,” or “Sound Cave” refer to Sound Cave Technology Inc., a Wyoming corporation.
PART I
ITEM 1. BUSINESS.
Corporate History
Sound Cave Technology Inc. was incorporated on May 19, 2021 under the laws of the State of Wyoming. The Company is in the wearable tech business designing and manufacturing a hoodie with embedded sound.
We were formed to design, develop and manufacture textile that incorporates an electronic device combination. Our focus is based upon taking the market accepted hoodie and embedding blue tooth speakers in the hood. The hoodie seems to be one of the only textile products today that is unisex and is ageless.
We are in the development stage and have not realized any revenues from our operations. Christopher Campbell has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer since our inception. Our board of director is comprised of one person: Christopher Campbell. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.
From inception until the date of this Report, we have had limited operating activities. We have not yet commenced operations, and we have primarily undertaken only organizational activities including the incorporation of our company, development of our business plan, and opening a bank account. During the year ended December 31, 2022, the Company received $6,800 of share subscriptions relating to a private placement of common shares at $0.05 per share. On May 19, 2021, the company issued a total of 10,000,000 common shares to its founder and director, Christopher Campbell for services provided to the Company, valued at a price of $0.001 per share.
We are a development stage company which is in the business of smart textiles. We were formed to design, develop and manufacture textile that incorporates an electronic device combination. Our focus is based upon taking the market accepted hoodie and embedding blue tooth speakers in the hood. The hoodie seems to be one of the only textile products today that is unisex and is ageless. We have created the next generation with the Sound Cave hoodie. Built in speakers that attach to any current blue tooth mobile device, the Sound Cave Hoodie with speakers in the hood will have Bluetooth connectively, an ability to answer calls, have music pause and un-pause feature, the ability to shut down when the hoodie is inactive, wireless recharging capability, and multi-user connection. The electronic devices embedded in the hoodie will be waterproof and capable of being put through a washer and drier.
To implement our business plan, we require a minimum funding of $380,000 over the next twelve months to pay for product development, marketing and manufacturing. After twelve months period, we may need additional financing. If we do not generate any revenue, we may need a minimum of $16,000 of additional funding to pay for legal and accounting fees, and for costs associated with being a “reporting issuer” under the Securities Exchange Act of 1934, as amended SEC filing requirements. Our officer and director, has agreed to loan the company funds, however, he has no firm commitment, arrangement or legal obligation to advance or loan funds to the company and there is also no guarantee that he will continue to loan the funds to the company in the future as well. We have no revenues and have incurred losses since inception.
Our operations to date have been devoted primarily to startup and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) opening a bank account.
Our products and products description
Our Sound Cave hoodie is the combination of many elements that create an all-around great hoodie. From taking calls, playing music to even being all washable, this product has made it possible to have your favorite hoodie and earbuds in one without the fear of damaging the product in the washer. A hoodie is a sweatshirt or a fleece jacket with a hood. It is extremely popular with the youth nowadays because of its versatility and ease of use. Worn by both men and women, a hoodie is very comfortable and stylish at the same time. It is a very popular choice among the various winter wear as it is very easy to wash and care for.
The price range of hoodies ranges dramatically based upon material (weight), single or multi-layers, size, color, and brand. Branded products such as Nike place their suggested retail price high and discount heavily to encourage consumer interest. Cotton, wool, and other natural fibers are great for hoodies as well as some synthetic fibers like fleece. Some fabric names are drug rug, Baja, Mexican, jerga, and others. However, 100% natural fibers are best for warmth, comfort, and health. Sound Cave will produce a mid-quality 8 to 10 oz cotton (90% or more)/synthetic polyester / fleece (10% or less) blend as our principal go-to basic material. It has a 141 color pallet and this fabric is good to the environment.
Current market trend
A Stanford Business Article titled “Five Key Trends That Are Driving the Business of Sports” explains that the data are changing the way the game is played, shifting emphasis from how many total points a player scores to measures of player efficiency. “It has been hard, historically, to quantify defense,” said Brian Kopp, senior vice president of STATS, the company that developed SportVU player tracking. “Now we have four camera views helping you do that.” In addition, the data have influenced the types of shots players take on the court. All sports are at that point where, like in a lot of businesses, they’re using a lot of (data) to make better decisions.
Marketing
Once we are able to raise sufficient funding, we intend to use social media marketing and social influencer campaigns to market our products. Our initial target market will be young adults aged 18-35 in North America. The interest "Hoodie” has 103,317,850 audiences in Facebook. People in United States have the highest passion for "Hoodie". Among these audiences, men accounted for 48.1%, women accounted for 51.9%. The major age of Hoodie audiences is 18-24, and they accounted for 34.29%.The majority of people interested in "Hoodie" between 18-24, and they accounted for 34.29%. And other age groups like 25-34 accounted for 32.56%. The people interested in "Hoodie" between 35-44 accounted for 16.09% The majority of our target market are people who have a College degree.
Competition
The clothing market is fraught with competition and large, sometimes multinational brand names from The North Face to Louis Vuitton are vying for a piece of the market. The boundaries between athleisure and sportswear and casual wear will continue to blur. Smart technology is entering into the mix, and the competition will intensify. Leading key players in the Hoodies market are: Nike, UA, Prada, Adidas, Pierre Cardin, Chanel, PUMA, Burberry, Louis Vuitton, Zara, The North Face, Gildan, Lining, Hollister, Champion, Patagonia, The North Face, Champion, H&M, Asics, ralph Lauren, 361, Hanes, Fox, Uniqlo, Forever 21, Salomon, and Lululemon.
Increased demand for product that our customer can sleep, lounge, work out in, and spend the whole day in has led us to introduce new concepts. Sound Cave recognizes that athleisure is more than just a trend, it is a lifestyle. The company is focused on entering this competitive market with innovative products with sustainable materials with conscious manufacturing.
Insurance
We do not maintain any insurance as of the date of this prospectus.
Employees
We are a development stage company and currently have no employees. Our sole officer and director manages the day-to-day operations of the Company.
Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business.
Patents, trademarks and copyrights
We do not own, either legally or beneficially, any patents or trademarks.
Bankruptcy or similar proceedings
There has been no bankruptcy, receivership or similar proceeding.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company and not required to include this disclosure in our Form 10-K annual report.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES.
Our executive offices are located at 43 Cathy Jean Crescent, Toronto, Ontario, Canada M9V 4T2. Our telephone number is (417) 322-6228. We currently use space in our sole officer and director’s home and we believe this space is sufficient to meet our needs for the foreseeable future. We do not currently own any real estate.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any legal proceeding as of the date of this Report.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
As of the date of this Report, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market.
ITEM 6. SELECTED FINANCIAL DATA.
As a smaller reporting company, we are not required to provide this information.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.
Accounting and audit plan
Our independent auditor and our accountant are expected to charge us approximately $11,000 to review our quarterly financial statements and approximately $5,000 to audit our annual financial statements. In the next twelve months after completion of this offering, we anticipate spending approximately $16,000 to pay for our accounting and audit requirements.
Limited operating history
There is no historical financial information about us upon which to base an evaluation of our performance. We are in startup stage operations and have not generated any revenues. We cannot guarantee 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 and possible cost overruns due to price and cost increases in services and products.
Need for additional capital
We have no assurance that future financing will be available to us on acceptable terms. 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.
Off balance sheet arrangements
We have no 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.
Results of operations
During the year ended December 31 2022, we incurred $15,548 of operating expenditures comprised of electric components and fabric, general administration expenses, and professional fees compared to $14,732 for the year ended December 31, 2021 for general administration expenses, professional fees and stock based compensation. The increase in operating expenses is due to increase in operating activity during the current period, including professional. Our accumulated deficit is $30,280 and we have not earned any revenues since our inception.
Liquidity and Capital Resources
As of December 31, 2022, the Company had a cash balance and total assets of $256 compared to cash and total assets of $768 as at December 31, 2021. The decrease in cash and total assets was due to the proceeds received from the share subscriptions being used to pay day-to-day operating costs. As at December 31, 2022 and 2021, we had total liabilities of $13,957 and $5,500 respectively. Our working capital deficit was $31,701 as at December 31, 2022 compared to $4,732 as at December 31, 2021.
The available capital reserves of the company are not sufficient for the company to remain operational. As of December 31, 2022 and 2021, our officer and director, who is currently our sole shareholder, is owed $12,957 and $2,000, respectively, for paying expenses related to our operations since our inception. The amount owing is unsecured, bears no interest, and is payable on demand.
We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the company. At such time these funds are required, management would evaluate the terms of such debt financing. If the company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the company would be required to cease business operations. As a result, investors would lose all of their investment.