UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

FOR THE FISCAL YEAR ENDED: August 31, 2022

☐	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. 333-194070

Dengfeng Group Limited

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

6770

(Primary Standard Industrial Classification Code Number)

80-0922058

(IRS Employer Identification No.)

1185 Avenue of the Americas, 3^rdFloor

New York, New York 10036

646-768-8417

(Address and telephone number of registrant’s executive office)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

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 ☐ No ☒

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 shorter period that the registrant as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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.

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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

The common stocks of the Registrant is not traded therefore there is no aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of August 31, 2021, the last business day of the registrant’s most recently completed fiscal year, as of such date. Solely for the purposes of this disclosure, there are 1,200,000 shares of Preferred Stock US$0.0001 par value held by, Mr. Chan Yit Wei, who is an executive officer, director, and beneficial holder of 10% or more of the outstanding common stock of the registrant as of such date and is deemed to be an affiliate.

As of October 15, 2023, the Registrant had 110,200 shares of common stock issued and outstanding.

EXPLANATORY NOTE

Dengfeng Group Limited (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022 (the “Original 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on 31 May, 2023.

This Amendment No. 1 provides comprehensive text relating to the rectification and restatement of our previously disclosed financial statements and associated disclosures. This arises due to the identification of several inaccuracies, specifically 1) acknowledgment of the designation of Series A Preferred stock, 2) removal of Loan from Shareholder and Notes payable to related parties, and 3) recognition of Reverse Split impacting the total number of Common Stock issued. Additional specifics of these matters are enumerated below.

Series A Preferred Stock:

	●	The Form 10-Q for the quarter concluding on February 28, 2021, indicates under Note 6 – subsequent events, on April 19, 2021, the Company’s designation of 10,000,000 shares of a new class of Series A Preferred Stock with a par value of $0.0001, awarded to Custodian Ventures against a $4,450 judgment and as reimbursement for services rendered and monies loaned to the Company.
	●	Each share of Series A Preferred Stock is convertible into 10 (ten) shares of common stock.
	●	The Original 10-K has failed to include such Preferred Stock in the financial statements and relevant notes.
	●	The Company accounted this recognition of preferred stock as equity transaction and accordingly the par value of preferred stock adjusted against additional paid in capital account.
	●	Consequently, in the Form 8-K dated June 30, 2021, under Item 5.01 Changes in Control of Registrant, it’s delineated that through private transactions conducted on June 28, 2021, the 10,000,000 shares of Preferred Stock were transferred from Custodian Ventures, LLC to specified Purchasers for a consideration of $260,000, sourced from the Purchasers’ personal funds.

Loan from Shareholder and Notes Payable Related Parties:

	●	Pertaining to the aforementioned private transaction on June 28, 2021, as documented in the 8-K filed on June 30, 2021, the previous controlling shareholder of the Company (the “Previous controlling shareholder”), David Lazar, released the Company from all debts owed to him.
	●	However, Loan from Shareholder totalling USD 14,215, and Notes Payable Related Parties totalling USD 12,795, which are owed to David Lazar and Custodian Ventures, appear to persist inconsistently on Form 10-K for the fiscal year ended August 31, 2021, and in successive filings despite the waiver. Rectification action is required and hereby corrected and rectified in this Amended 10-K.
	●	The Company accounted this recognition of removal of liabilities against additional paid in capital account.

Total Number of Common Stock:

	●	Reflected in the Form 8-K filed on September 29, 2021, the Company adapted its articles of incorporation on September 24, 2021, by instituting a reverse split of its common stock at a rate of 1 for 100, necessitating the adjustment of the number of shares issued to 110,200 from the initially stated 11,020,000.
	●	On September 29, 2021, FINRA declared the Reverse effective.
	●	The Company has increased the number of authorized shares of common stock from 75,000,000 to 500,000,000, along with the Reverse action.
	●	The Original 10-K has failed to recognised the effect of the Reverse Split. Rectification action is required and hereby corrected and rectified in this Amended 10-K.

Except as described above, no other amendments are being made to the Original 10-K. This Amended 10-K does not reflect events occurring after the filing of the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.

PART I

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Dengfeng Group Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Dengfeng Group Limited as of August 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Matter of Restatement

As discussed in Note 1 to the financial statements, the financial statements have been restated to correct a misstatement.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2021

Lakewood, CO

March 31, 2022, except for the effects on the financial statements of the restatement described in Note 1, as to which the date is December 13, 2023

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Dengfeng Group Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Dengfeng Group Limited as of August 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Matter of Restatement

As discussed in Note 1 to the financial statements, the financial statements have been restated to correct a misstatement.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

Basis for Opinion

Critical Audit Matter

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2021

Lakewood, CO

March 31, 2022, except for the effects on the financial statements of the restatement described in Note 1, as to which the date is December 13, 2023

Dengfeng Group Limited

BALANCE SHEETS

	2022			2021
	August 31,
	2022 (restated)			2021 (restated)

ASSETS
Total Assets	$	-		$	-

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	3,719		$	3,719
Loan from shareholder		18,387			11,816
Notes payable related parties		-			-
Total liabilities		22,106			15,535

Commitments and Contingencies		-			-

Stockholders’ Equity

Common stock, Par Value $0.001, 500,000,000 shares authorized; 110,200 and 11,020,000 issued and outstanding as of August 31, 2022 and August 31, 2021, respectively ⁽¹⁾		11,020			11,020
Series A Preferred Stock, Par Value of $0.0001, 10,000,000 issued and outstanding as of August 31, 2022 and August 31, 2021, respectively. Each share of Series A Preferred Stock is convertible into 10 shares of common stock		10,000			10,000
Additional paid in capital		52,402			52,402
Accumulated deficit		(95,528	)		(88,957	)
Total Stockholders’ (Deficit)		(22,106	)		(15,535	)
Total Liabilities and Stockholders’ (Equity)	$	-		$	-

⁽¹⁾	Reflects retrospectively the 1-for-100 reverse stock split that became effective September 24, 2021.

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

Dengfeng Group Limited

STATEMENTS OF OPERATIONS

	2022			2021
	Year Ended August 31,
	2022 (restated)			2021

Revenue	$	-		$	-

Operating Expenses:
Administrative expenses -related party		6,571			22,611
Total operating expenses		6,571			22,611
(Loss) from operations		(6,571	)		(22,611	)
Other expense
Other (expense) net		-			-
Income (loss) before provision for income taxes		(6,571	)		(22,611	)
Provision for income taxes		-			-
Net (Loss)	$	(6,571	)	$	(22,611	)

Basic and diluted earnings(loss) per common share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		110,200			11,020,000

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

Dengfeng Group Limited

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Shares (restated)		Value (restated)		Shares (restated)		Value (restated)		Capital (restated)			Accumulated Deficit			Equity (restated)
	Common Stock				Preferred Stock				Additional Paid-in						Total Stockholders’
	Shares (restated)		Value (restated)		Shares (restated)		Value (restated)		Capital (restated)			Accumulated Deficit			Equity (restated)
Balance, August 31, 2019		11,020,000	$	11,020		-		-	$	35,392		$	(64,346	)		(17,934	)

Net loss		-		-		-		-		-			(2,000	)		(2,000	)

Balance, August 31, 2020		11,020,000	$	11,020		-		-	$	35,392		$	(66,346	)	$	(19,934	)

Series A Preferred Stock, designation on April 19, 2021		-		-		10,000,000		10,000		(10,000	)		-			-
Waiver of liabilities		-		-		-		-		27,010			-			27,010
Net loss		-		-		-		-		-			(22,611	)		(22,611	)

Balance, August 31, 2021		11,020,000	$	11,020		10,000,000		10,000	$	52,402		$	(88,957	)	$	(15,535	)
Balance		11,020,000	$	11,020		10,000,000		10,000	$	52,402		$	(88,957	)	$	(15,535	)

Net loss		-		-		-		-		-			(6,571	)		(6,571	)

Balance, August 31, 2022		110,200 ⁽¹⁾	$	11,020		10,000,000		10,000	$	52,402		$	(95,528	)	$	(22,106	)
Balance		110,200	$	11,020		10,000,000		10,000	$	52,402		$	(95,528	)	$	(22,106	)

⁽¹⁾	Reflects retrospectively the 1-for-100 reverse stock split that became effective September 24, 2021.

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

Dengfeng Group Limited

STATEMENTS OF CASH FLOWS

	2022			2021
	Year Ended August 31,
	2022			2021
Cash Flows From Operating Activities:
Net loss	$	(6,571	)	$	(22,611	)
Changes in operating assets and liabilities
Accounts payable		-			-
Net cash provided by (used for) operating activities		(6,571	)		(22,611	)

Cash Flows From Investing Activities:
Net cash provided by (used for) investing activities		-			-

Cash Flows From Financing Activities:
Net cash provided by (used for) financing activities		6,571			22,611

Net Increase (Decrease) In Cash		-			-
Cash At The Beginning Of The Period		-			-
Cash At The End Of The Period	$	-		$	-

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

NOTE 1 – Restatement

On November 15, 2023, the Company determined that the Company’s consolidated financial statements for the three months ended August 31, 2022 should no longer be relied upon since there were Preferred Stock that were not recorded, the removal of Loan from Shareholder and Notes Payable Related Parties had been omitted, and the reverse split on Common Stock were not recorded.

The effects of the restatement on the Company’s Consolidated financial statements as of, and for the twelve months ended following:

Balance Sheets

	As Previously		Effect of			As
	Reported		Restatement			Restated
Series A Preferred Stock, Par Value of $0.0001, 10,000,000 issued and outstanding as of August 31, 2022. Each share of Series A Preferred Stock is convertible into 10 shares of common stock	$	-	$	10,000		$	10,000
Additional paid in capital	$	35,392	$	17,010		$	52,402
Loan from shareholder	$	32,602	$	(14,215	)	$	18,387
Notes payable related parties	$	12,795	$	(12,795	)	$	-

Statements of Operations

As Previously

Effect of

Reported

Restatement

Restated

Weighted average number of shares outstanding

11,020,000

10,909,800

110,200

Statements of Cash Flows

No change

Common Stock

The Company has authorized 500,000,000 shares of $ 0.001 par value, common stock. As of August 31, 2021, there were 11,020,000 shares of Common Stock issued and outstanding.

On September 29, 2021, the Company adapted its articles of incorporation by instituting a reverse split of its common stock at a rate of 1 for 100, reducing the number of shares of Common Stock issued and outstanding from 11,020,000 to 110,200.

After the Reverse, as of August 31, 2022, there were 110,200 shares of Common Stock issued and outstanding.

Preferred Stock

The Company has designated 10,000,000 shares of $ 0.0001 par value, Preferred stock on April 19, 2021. As of August 31, 2022 and August 31, 2021 respectively, there were 10,000,000 preferred shares outstanding.

Each share of Preferred Stock is convertible into 10 (ten) shares of common stock.

On June 28, 2021, as a result of a private transactions, 10,000,000 shares of Preferred Stock, $0.0001 par value per share of the Company, were transferred from Custodian Ventures, LLC to Chan Yit Wei, Teh Boo Yim, Falcon Venture Capital Limited, Chan Kim Thiam, and Dengfeng Management Limited (collectively, the “Purchasers”). As a result, the Purchasers became an approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder.

Additional specifics of these matters are elucidated under ITEM 12 in the Original 10-K.

Related Party Notes Payable

As of August 31, 2022, there was a loan from shareholder amounting to $18,387.

The previous controlling shareholder, David Lazar and Custodian Ventures, has waived any and all rights to the liabilities and debts owed by the Company, including the $14,215 loan from the shareholder and the $12,795 note payable, in connection with a private transactions conducted on June 28, 2021. Such figures were removed from the Amended 10-K.

PART II

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

101.INS	Inline XBRL Instance 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 Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Dengfeng Group Limited

Dated: December 15, 2023	By:	/s/ Chan Yit Wei
		Chan Yit Wei Chief Executive Officer (Principal Executive Officer)