U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended ~~March~~June 3130, 2024

☐ 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. 333-252535

AZZURRO SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

3674

(Primary Standard Industrial Classification Code Number)

98-1511882

(IRS Employer Identification No.)

4695 MacArthur Court 11th Floor

Newport Beach, CA 92660

Tel: (949) 289-6789

(Address and telephone number of registrant’s principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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, 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 to Section 7(a)(2)(B) of the Securities Act: ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ ☐ No ☐☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable Only to Corporate Registrants

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

Class	Outstanding as of ~~March~~June 3130, 2024
Common Stock, $0.001	4,058,167

AZZURRO SOLUTIONS CORP.

PART I FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	3	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13	12
Item 4	Controls and Procedures	13	12
PART II OTHER INFORMATION
Item 1	Legal Proceedings	14	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14	13
Item 3	Defaults Upon Senior Securities	14	13
Item 4	Mine Safety Disclosures	14	13
Item 5	Other Information	14	13
Item 6	Exhibits	15	14
	Signatures	16	15

2 | Page

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

AZZURRO SOLUTIONS CORP.
BALANCE SHEETS
MARCH 31, 2024 AND SEPTEMBER 30, 2023
JUNE 30, 2024 AND SEPTEMBER 30, 2023
ASSETS
	(Unaudited)
	March 31, 2024			September 30, 2023
	June 30, 2024			September 30, 2023
CURRENT ASSETS
Cash and cash equivalents	$	-4,928		$	565
LONG-TERM ASSETS
Property and equipment, net		-			1,934
Total assets	$	-4,928		$	2,499
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loans from related parties	$	-		$	45,859
Accrued expenses		4,712			-
Total liabilities		-			45,859
Due to related parties	$	5,000		$	45,859
Total liabilities		9,712			45,859
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 authorized and
Common stock, $0.001 par value, 75,000,000 and 4,058,167 shares, respectively issued and outstanding		4,058			4,058
4,058,167 shares, respectively issued and outstanding		4,058			4,058
Additional paid-in capital		85,296			27,087
Accumulated deficit		(8994,~~354~~138	)		(74,505	)
Total stockholders' equity		-(4,784	)		(43,360	)
Total liabilities and stockholders' equity	$	-4,928		$	2,499

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

3 | Page

Table of Contents

AZZURRO SOLUTIONS CORP.
STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2024 AND 2023
THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
	Three months ended						~~Six~~Nine months ended
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Revenues	$	-		$	-		$	-		$	-
Cost of goods sold		-			-			-			-
Gross profit from operations		-			-			-			-
Operating Expenses
Selling, general and administrative expenses		4,~~240~~784			73,~~942~~082			1317,~~016~~799			1821,~~408~~490
Income (loss) from operations before provision for income tax benefit (expense)		(4,~~240~~784	)		(73,~~942~~082	)		(1317,~~016~~799	)		(1821,~~408~~490	)
Other income (expense)
Loss from disposal		~~(1,833~~-	)		-			(1,833	)		-
Net income (loss) from operations before provision for income tax benefit (expense)		(64,~~073~~784	)		(73,~~942~~082	)		(1419,~~849~~632	)		(1821,~~408~~490	)
Provision for income tax benefit (expense)		-			-			-			-
Net income (loss)	$	(64,~~073~~784	)	$	(73,~~942~~082	)	$	(1419,~~849~~632	)	$	(1821,~~408~~490	)
Net income (loss) per share: Basic and diluted	$	-		$	-		$	-		$	-
Weighted average number of shares outstanding: Basic and diluted		4,058,167			4,058,167			4,058,167			4,058,167

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

4 | Page

Table of Contents

SIX MONTHS ENDED MARCH 31, 2024
AZZURRO SOLUTIONS CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
	Number of Shares		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity
Balance, September 30, 2022		4,058,167	$	4,058	$	27,087	$	(51,203	)	$	(20,058	)
Net income (loss)		-		-		-		(10,450	)		(10,450	)
Balance, December 31, 2022		4,058,167	$	4,058	$	27,087	$	(61,653	)	$	(30,508	)
Net income (loss)		-		-		-		(7,958	)		(7,958	)
Balance, March 31, 2023		4,058,167	$	4,058	$	27,087	$	(69,611	)	$	(38,466	)
Net income (loss)		-		-		-		(3,082	)		(3,082	)
Balance, June 30, 2023		4,058,167	$	4,058	$	27,087	$	(72,693	)	$	(41,548	)
Balance, September 30, 2023		4,058,167	$	4,058	$	27,087	$	(74,505	)	$	(43,360	)
Net income (loss)		-		-		-		(8,776	)		(8,776	)
Balance, December 31, 2023		4,058,167	$	4,058	$	27,087	$	(83,281	)	$	(52,136	)
Forgiveness of loan from shareholder in exchange for contribution		-		-		58,209		-			58,209
Conversion of debt to equity		-		-		58,209		-			58,209
Net income (loss)		-		-		-		(6,073	)		(6,073	)
Balance, March 31, 2024		4,058,167	$	4,058	$	85,296	$	(89,354	)	$	-
Net income (loss)		-		-		-		(4,784	)		(4,784	)
Balance, Jun 30, 2024		4,058,167	$	4,058	$	85,296	$	(94,138	)	$	(4,784	)

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

5 | Page

Table of Contents

AZZURRO SOLUTIONS CORP.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 2024 AND 2023
NINE MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
	Six months ended
	Nine months ended
	March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1419,~~849~~632	)	$	(1821,~~408~~490	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense		101			-
Amortization expense		101			-
Net loss on disposal of fixed assets		1,833
Changes in assets and liabilities:
Accounts payable and accrued liabilities		-4,712			(10,000	)
Net cash used in operating activities		(12,~~915~~986	)		(2831,~~408~~490	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans from shareholders		1217,350			2226,~~600~~300
Net increase in cash and cash equivalents		~~(565~~4,364	)		(5,~~808~~190	)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		565			5,676
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	-4,928		$	~~(132~~486	)
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of shareholder loan to additional paid-in capital	$	58,209		$	-

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

6 | Page

Table of Contents

AZZURRO SOLUTIONS CORP

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~SIX~~ NINE MONTHS ENDED JUNE ~~MARCH 31~~30, 2024

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

AZZURRO ~~SOLITIONS~~SOLUTIONS CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on October 4, 2019.

The Company has adopted September 30 as its fiscal year end.

Effective on February 15, 2024, the Company relocated its business address to 4695 MacArthur Court, 11^th Floor, Newport Beach, CA 92660.

The Company provides a great combination of EDA tools and services with IC design. It also provides high-quality SoC design services such as IP design, optimization, integration and verification, and assists the customer realize the design quicker and faster for a range of commercial outcomes.

Note 2 – GOING CONCERN

The accompanying financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception to ~~March~~June 3130, 2024, of $8994,~~354~~138. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and calculations of liabilities that might be necessary should be Company be unable to continue as a going concern.

7 | Page Table of Contents

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The results for the ~~six~~nine months ended ~~March~~June 3130, 2024, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended September 30, 2023, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) are necessary to present fairly the financial position, results of operations, and cash flows, as of ~~March~~June 3130, 2024, and for the related periods presented.

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. The Company’s functional and operational currency is U.S. Dollar.

7 | Page

Table of Contents

Cash and Cash Equivalents

For statement of cash flows purposes, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

As of ~~March~~June 3130, 2024, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates

Preparing 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, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to difference between financial statements carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

8The |Company ~~Page~~utilizes ~~Table~~the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Tax clarifies the accounting for uncertainty in income taxes by prescribing rules for reconciliation, measurement and classification in financial statements of ~~Contents~~tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement calculation and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or realted interest and penalties requiring accrual as of June 30, 2024.

The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Tax clarifies the accounting for uncertainty in income taxes by prescribing rules for reconciliation, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement calculation and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or realted interest and penalties requiring accrual as of March 31, 2024.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and related party loans payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximately fair value.

8 | Page

Table of Contents

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

9Note |4 ~~Page~~– ~~Table~~Capital ~~of Contents~~Stock

Note 4 – CAPITAL STOCK

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

As of ~~March~~June 3130, 2024, the Company had 4,058,167 shares outstanding.

Effective February 15, 2024, the previous majority shareholder of the Company entered into a stock purchase agreement for the sale of 3,000,000 shares of Common Stock of the Company to five accredited investors, each of whom is a citizen of Taiwan (the “Control Group”), ~~representing~~which represents approximately 74% of the issued and outstanding shares of Common Stock of the Company.

Note 5 – ~~RELATED~~Related ~~PARTY~~Party ~~TRANSACTIONS~~Transactions

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

From October 4, 2019 (Inception) through ~~February~~December 1531, ~~2024~~2023, the Company previous sole officer and director loaned the Company $58,209 to pay for incorporation costs and operating expenses. ~~The~~As ~~loan~~a isresult ~~non-interest~~of ~~bearing,~~the ~~due~~sale ~~and~~of ~~payable~~3,000,000 ~~upon~~shares ~~demand.~~of AsCommon aStock ~~result~~ of the ~~majority~~Company ~~ownership change~~ effective on February 1514, ~~2024~~2023 (see Note 4), the rights, title and interest in this loan were assumed by the Control Group. inThe ~~the~~loan ~~outstanding~~is ~~amount~~non-interest ~~of $58~~bearing,~~209,~~ ~~the~~due ~~entire~~and ~~amount~~payable ofupon ~~which was then converted to equity, as additional paid-in capital~~demand.

As part of the majority ownership changed effective on February 15, 2024, as described in Note 64, –the ~~SUBSEQUENT~~entire ~~EVENTS~~debt in the amount of $58,209 was released and converted into additional paid-in capital account.

~~The~~Note ~~Company~~6 ~~has~~– ~~evaluated~~Subsequent ~~subsequent events from March 31, 2024, to the date of financial statements were issued, as of July 12, 2024, and has determined that there are no items to disclose.~~Events

10The |Company ~~Page~~has ~~Table~~evaluated subsequent events from June 30, 2024, to the date of ~~Contents~~financial statements were issued.

During the months of July and August 2024, a related party loaned the Company approximately $11,970 to pay for operating expenses. This loan is unsecured, non-interest bearing, due upon demand.

On August 13, 2024, the Company registered to do business as (“DBA”) Arculus System Inc.

On September 28, 2024, the Company entered into an unsecured, non-interest-bearing loan of $20,000 with a related party to cover operational expenses. The loan can be repaid at any time, in part or in full, and is expected to be repaid on or prior to December 31, 2024.

9 | Page

Table of Contents

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

DESCRIPTION OF OUR BUSINESS

Azzurro Solutions Corp. was incorporated in the State of Nevada on October 4, 2019 and established a fiscal year end of September 30.

We are an EDA (Electronic Design Automation) company that specializes in the development of high-performance chip design front-end development software tools and solutions. As a leading developer in the EDA field, we are dedicated to pioneering breakthroughs aimed at assisting IC chip design enterprises in addressing the formidable challenges and critical issues encountered during innovation and development processes, becoming a trusted key partner in the industry.

Our flagship EDA tool is the Architecture Compiler, which represents our most advanced technology. This powerful solution simplifies SoC architecture design by optimizing software and hardware co-design, seamlessly integrating components, and enhancing overall performance. With the Architecture Compiler, we enable customers to build efficient and robust IC designs, laying a solid foundation for success.

We have developed iPROfiler, an advanced SoC performance analysis tool driven by artificial intelligence and designed for SoC. iPROfiler plays a crucial role in facilitating collaboration and comprehensive analysis among SoC design teams, software teams, and hardware teams. By leveraging its capabilities, customers can unleash the full potential of their SoC designs, achieving exceptional performance and functionality. It also serves as an important sign-off tool, ensuring smooth coordination between front-end and back-end design teams.

Customers are at the core of everything we do, and we strive to build strong partnerships by deeply understanding their goals and challenges. With our extensive experience and the powerful capabilities of our EDA tools, we prepared to tackle the most demanding and intricate problems brought about by IC design.

RECENT DEVELOPMENTS

Effective January 22, 2024, Hanna Selyska, the previous sole officer and director and majority shareholder the Company, entered into stock purchase agreements for the sale of an aggregate of 3,000,000 shares of Common Stock of the Company, representing approximately 73.93% of the issued and outstanding shares of Common Stock of the Company as of such date, to five (5) purchasers.

Also effective January 22, 2024, Hanna Selyska appointed Jian-Meng(James) Yang Chairman of the Board of Directors, and Chief Executive Officer of the Company.

10 | Page

Table of Contents

RESULTS OF OPERATION

As of ~~March~~June 3130, 2024, we had a ~~deficit~~net loss of $8719,~~687~~632. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long -term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three-Month Period Ended March 31, 2024 compared to the Three-Month Period Ended March 31, 2023

Revenue

During the three month and nine-month periods ended ~~March~~June 3130, 2024 and 2023, the Company did not generate any revenue.

Operating Expenses

During the ~~three~~nine-month period ended ~~March~~June 3130, 2024, we incurred total expenses and professional fees of $417,~~406~~799 compared to $721,~~942~~490 for the ~~three~~nine-month period ended June ~~March 31~~30, 2023. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.

11 | Page Table of Contents

Net Loss

Our net loss for the three-month period ended ~~March~~June 3130, 2024 was $4,~~406~~784 compared to $73,~~942~~082 for the three-month period ended ~~March~~June 3130, 2023.

LIQUIDITY AND CAPITAL RESOURCES

As at ~~March~~June 3130, 2024 our total assets were $14,~~667~~928 compared to $2,499 in total assets at September 30, 2023. As atof ~~March~~June 3130, 2024 our current liabilities were $09,712 compared to $45,859 in current liabilities as at September 30, 2023.

Stockholders’ deficit was $14,~~667~~784 as of ~~March~~June 3130, 2024 compared to $43,360 as of September 30, 2023.

Cash Flows from Operating Activities

For the ~~three~~nine-month period ended ~~March~~June 3130, 2024, net cash flows used in operating activities was $1312,~~182~~986, consisting of net loss of $1219,~~915~~632, ~~and~~ amortization expenses of $~~267~~101, $1833 on disposal of fixed assets and $4,712 of accounts payable. ~~For~~Compared to the ~~three~~nine-month period ended June ~~March 31~~30, 2023, net cash flows used in operating activities was $2831,~~408~~490, consisting ~~entirely~~ of net loss of $21,490 and $10,000 of accrued liabilities.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the ~~three~~nine-month period ended ~~March~~June 3130, 2024 was $1217,350 consisting ~~entirely~~ of loan from shareholder with $4,364 of increase in cash and cash equivalents, compared to $526,~~500~~300 for the ~~three~~nine-month period ended ~~March~~June ~~31,~~30 2023.

1211 | Page Table of Contents

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, 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 are material to investors.

GOING CONCERN

The independent auditors’ report accompanying our September 30, 2023 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management concluded that as a result of material weaknesses related to lack of segregation of duties and multiple levels of review over the financial reporting process, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

1312 | Page Table of Contents

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No equity securities were sold during the ~~three~~six-month period ended June ~~March 31~~30, 2024.

Item 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the ~~three~~six-month period ended June ~~March 31~~30, 2024.

Item 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

Item 5. OTHER INFORMATION

None.

1413 | Page Table of Contents

Item 6. EXHIBITS

Exhibits:

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

1514 | Page Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AZZURRO SOLUTIONS CORP.
Dated: July 12, 2024	By:	/s/ Jian-Meng(James) Yang
Dated: October 15, 2024	By:	/s/ Jian-Meng(James) Yang
		Jian-Meng(James) Yang, President and Chief Executive Officer and Chief Financial Officer

1615 | Page

Filing Compare · Arculus System Co., Ltd.