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~~September 30, 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 Number: 333-263405

SOUND CAVE TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Wyoming

2389

37-2028652

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

43 Cathy Jean Crescent

Toronto, Ontario M9V 4T2

Tel: (417) 322-6228

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~Filer~~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 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

The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of August 1528, ~~2022~~2024 was 10,000,000.

PART I	FINANCIAL INFORMATION:	3
Item 1.	Financial Statements	3
	Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	4
	Statements of Operations for the three and nine months ended September 30, 2022, and 2021 (Unaudited)	5
	Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2022, and 2021 (Unaudited)	6
	Statements of Cash Flows for the nine months ended September 30, 2022, and 2021 (Unaudited)	7
	Notes to the Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II	OTHER INFORMATION:	14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Securities Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
	Signatures	16

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of Sound Cave Technology Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

~~Balance~~The ~~Sheet~~interim financial statements should be read in conjunction with the Company’s latest annual financial statements.

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,230		$	768
Total current assets		3,230			768
Total assets	$	3,230		$	768
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,839		$	1,000
Accrued expenses		2,330			2,500
Due to related party		13,986			2,000
Total current liabilities		18,155			5,500
Total liabilities	$	18,155		$	5,500
STOCKHOLDERS’ DEFICIT:
Preferred stock: $0.0001 par value, 100,000,000 shares authorized, none issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.	$	-		$	-
Common stock: $0.0001 par value, 250,000,000 shares authorized, 10,000,000 shares issued and outstanding as on June 30, 2022 and December 31, 2021, respectively.		1,000			1,000
Additional paid-in capital		9,000			9,000
Accumulated deficit		(24,925	)		(14,732	)
Total stockholders’ deficit	$	(14,925	)	$	(4,732	)
Total liabilities and stockholders’ deficit	$	3,230		$	768

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

~~The~~3 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~Contents

Sound Cave Technology Inc.
Balance Sheet (Unaudited)

	September 30, 2022			December 31, 2021

ASSETS
Current assets:
Cash and cash equivalents	$	6,562		$	768
Total current assets		6,562			768

Total assets	$	6,562		$	768

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2,000		$	1,000
Accrued expenses		-			2,500
Due to related party		13,207			2,000
Total current liabilities		15,207			5,500

Total liabilities	$	15,207		$	5,500

STOCKHOLDERS’ DEFICIT:
Preferred stock: $0.0001 par value, 100,000,000 shares authorized, none, issued and outstanding as on September 30, 2022, and December 31, 2021, respectively.	$	-		$	-
Common stock: $0.0001 par value, 250,000,000 shares authorized, 10,000,000 shares issued and outstanding as on September 30, 2022, and December 31, 2021, respectively.		1,000			1,000
Additional paid-in capital		9,000			9,000
Share subscription received		6,800			-
Accumulated other comprehensive loss		(200	)		-
Accumulated deficit		(25,245	)		(14,732	)
Total stockholders’ deficit	$	(8,645	)	$	(4,732	)

Total liabilities and stockholders’ deficit	$	6,562		$	768

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

~~Sound~~4 ~~Cave~~Table ~~Technology~~of ~~Inc.~~Contents

Statement of Operations (Unaudited)

Sound Cave Technology Inc.
Statement of Operations (Unaudited)

	For the three months ended September 30, 2022			For the three months ended September 30, 2021			For the nine months ended September 30, 2022			From May 19, 2021(Inception) to September 30, 2021

REVENUE	$	-		$	-		$	-		$	-
OPERATING EXPENSES:
Electronic components and fabric		-			-			137			-
General and administration expenses		320			1,060			983			1,199
Professional fees		-			-			9,393			-
Stock based compensation		-			-			-			10,000
Total operating expenses	$	320		$	1,060		$	10,513		$	11,199

Net loss before taxes	$	(320	)	$	(1,060	)	$	(10,513	)	$	(11,199	)
Income tax		-			-			-			-
Net loss	$	(320	)	$	(1,060	)	$	(10,513	)	$	(11,199	)

Other comprehensive loss
Foreign currency translation adjustment	$	(200	)	$	-		$	(200	)	$	-
Comprehensive loss	$	(520	)	$	(1,060	)	$	(10,713	)	$	(11,199	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares of common stock outstanding - basic and diluted		10,000,000			10,000,000			10,000,000			10,000,000

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

	For the threemonths endedJune 30, 2022			From May 19, 2021(Inception) toJune 30, 2021			For the sixmonths endedJune 30, 2022
REVENUE	$	-		$	-		$	-
OPERATING EXPENSES:
Electronic components and fabric		-			-			137
General and administration expenses		65			139			663
Professional fees		4,689			-			9,393
Stock based compensation		-			10,000			-
Total operating expenses	$	4,754		$	10,139		$	10,193
Net loss before taxes	$	(4,754	)	$	(10,139	)	$	(10,193	)
Income tax		-			-			-
Net loss	$	(4,754	)	$	(10,139	)	$	(10,193	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares of common stock outstanding - basic and diluted		10,000,000			10,000,000			10,000,000

Table of Contents

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

Sound Cave Technology Inc.
Statement of Stockholders’ Deficit (Unaudited)
For the three and nine months ended September 30, 2022 and 2021

	Common Stock				Additional Paid-In		Share subscriptions		Accumulated			Other Comprehensive			Total Stockholders’
	Shares		Amount $		Capital $		received $		Deficit $			Loss			Deficit $
Balance at inception at May 19, 2021		-		-		-		-		-						-
Stock issued for services		10,000,000	$	1,000	$	9,000	$	-	$	-		$			$	10,000
Net loss		-	$	-	$	-	$	-	$	(10,139	)	$			$	(10,139	)
Balance at June 30, 2021		10,000,000		1,000		9,000		-		(10,139	)					(139	)
Net loss		-		-		-		-		(1,060	)					(1,060	)
Balance at September 30, 2021		10,000,000	$	1,000	$	9,000	$	-	$	(11,199	)	$			$	(1,199	)

Balance at December 31, 2021		10,000,000	$	1,000	$	9,000	$	-	$	(14,732	)	$			$	(4,732	)
Net loss		-		-		-		-		(5,439	)					(5,439	)
Balance at March 31, 2022		10,000,000	$	1,000	$	9,000	$	-	$	(20,171	)	$			$	(10,171	)
Net loss		-		-		-		-		(4,754	)					(4,754	)
Balance at June 30, 2022		10,000,000	$	1,000	$	9,000	$	-	$	(24,925	)	$			$	(14,925	)
Share application money		-		-		-		6,800		-						6,800
Foreign currency translation adjustment										-			(200	)		(200	)
Net loss		-		-		-		-		(320	)					(320	)
Balance at September 30, 2022		10,000,000	$	1,000	$	9,000	$	6,800	$	(25,245	)	$	(200	)	$	(8,645	)

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

36 Table of Contents

Sound Cave Technology Inc.

Sound Cave Technology Inc.
Statement of Cash Flows (Unaudited)

	For the nine months ended September 30, 2022			From May 19, 2021(Inception) to September 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(10,513	)	$	(11,199	)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in operating assets and liabilities:
(Decrease) in accrued expenses		(2,500	)		-
Share based compensation expenses		-			10,000
Increase in accounts payable		1,000			-
Net cash used in operating activities	$	(12,013	)	$	(1,199	)

Cash Flows from Financing Activities:
Proceeds from related party debt		12,825			2,000
Repayment of related party debt		(1,618	)		-
Increase in share application money		6,800			-
Net cash provided by financing activities	$	18,007		$	2,000

Cash Flows from Investing Activities:

Net cash provided by Investing activities	$	-		$	-

Net increase (decrease) in cash, cash equivalents and restricted cash		5,994			801
Effects of currency translation on cash		(200	)		-
Cash, cash equivalents and restricted cash at beginning of the period		768			-
Cash, cash equivalents and restricted cash at end of the period	$	6,562		$	801

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Share issue for services		-			10,000

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

~~Statement~~7 Table of ~~Stockholders’ Deficit (Unaudited)~~ Contents

	Common stock				Additionalpaid-in		Share subscriptions					Total stockholders’
	Number of shares		Amount$		capital$		received$		Deficit$			deficit$
Balance at inception May 19, 2021		-		-		-		-		-			-
Stock issued for services		10,000,000		1,000		9,000		-		-			10,000
Net loss for the period		-		-		-		-		(10,139	)		(10,139	)
Balance, June 30, 2021		10,000,000		1,000		9,000		-		(10,139	)		(139	)
Balance, December 31, 2021		10,000,000		1,000		9,000		-		(14,732	)		(4,732	)
Share subscriptions received		-		-		-		-		-			-
.
Net loss for the period		-		-		-		-		(5,439	)		(5,439	)
Balance, March 31, 2022		10,000,000		1,000		9,000		-		(20,171	)		(10,171	)
Share subscriptions received		-		-		-		-		-			-
Net loss for the period		-		-		-		-		(4,754	)		(4,754	)
Balance, June 30, 2022		10,000,000		1,000		9,000		-		(24,925	)		(14,925	)

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

Sound Cave Technology Inc.

Statement of Cash Flows (Unaudited)

	For the six months ended June 30, 2022			From May 19, 2021(Inception) toJune 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(10,193	)	$	(10,139	)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in operating assets and liabilities:
(Decrease) in accrued expenses		(170	)		127
(Decrease) in accounts payable		839			-
Net cash used in operating activities	$	(9,524	)	$	(10,012	)
Cash Flows from Financing Activities:
Proceeds from related party debt		11,986			2,000
Net cash provided by financing activities	$	11,986		$	2,000
Cash Flows from Investing Activities:
Increase in additional paid in capital		-			10,000
Net cash provided by Investing activities	$	-		$	10,000
Net increase (decrease) in cash, cash equivalents and restricted cash		2,462			1,988
Cash, cash equivalents and restricted cash at beginning of the period		768			-
Cash, cash equivalents and restricted cash at end of the period	$	3,230		$	1,988
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

SOUND CAVE TECHNOLOGY INC.

NOTES TO THE FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Sound Cave Technology Inc. (“the Company”) was incorporated on May 19, 2021, in the State of Wyoming. The Company is in the wearable tech business designing and manufacturing a hoodie with embedded sound.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of ~~June~~September 30, 2022. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the nine ~~six~~ months ended ~~June~~September 30, 2022.

Cash and Cash Equivalents

The Company considers all highly liquid investments with ~~the~~ original maturities of three months or less to be cash equivalents. The Company had $36,~~230~~562 and $768 of cash as of ~~June~~September 30, 2022, and December 31, 2021, respectively.

Income Taxes

The Company ~~accounts~~recognizes ~~for income taxes using~~ the ~~asset~~tax ~~and~~effects ~~liability~~of ~~method~~transactions in ~~accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for~~ the ~~expected~~year ~~future~~in ~~tax~~which ~~consequences~~such oftransactions ~~temporary~~enter ~~differences~~into ~~between~~ the ~~financial~~determination ~~reporting and tax bases~~ of ~~assets~~net ~~and liabilities~~income, ~~and~~regardless ~~for~~of ~~operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect~~ when ~~the~~reported ~~differences~~for ~~are expected to reverse. The Company records a valuation allowance to reduce deferred income~~ tax ~~assets to the amount that is believed more likely than not to be realized~~purposes.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

68 Table of Contents

Use of Estimates

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

Fair Value of Financial Instruments

AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;.

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash approximates its fair value due to its short-term maturity.

Stock-Based Compensation

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

Basic ~~Income~~and (Diluted Net Loss) ~~Per~~per Common Share

~~The~~Basic ~~Company~~loss ~~computes~~per ~~income~~common (share is computed by dividing the net loss) ~~per~~by ~~share~~the inweighted ~~accordance~~average ~~with~~number ~~FASB~~of ~~ASC~~shares ~~260~~of ~~“Earnings~~common ~~per~~stock ~~Share”~~outstanding for each period. ~~Basic~~Diluted loss per share is computed by dividing the net ~~income (~~loss) ~~available to common shareholders~~ by the weighted average. ~~number~~Number of ~~outstanding common~~ shares ~~during~~of ~~the~~common ~~period.~~stock ~~Diluted~~outstanding ~~income~~plus ~~(loss)~~the ~~per~~dilutive ~~share gives~~ effect toof ~~all~~shares ~~dilutive~~issuable ~~potential~~through the common ~~shares~~stock ~~outstanding~~equivalents. ~~during~~The ~~the~~weighted-average ~~period.~~number ~~Dilutive~~of ~~loss~~common ~~per~~shares ~~share~~outstanding excludes ~~all potential~~ common ~~shares~~stock ifequivalents because their ~~effect~~inclusion iswould be anti-dilutive.

Comprehensive Income

~~ASC~~Comprehensive ~~220,~~income ~~“Comprehensive~~is ~~Income”~~defined ~~establishes~~as ~~standards~~all ~~for~~changes ~~the~~in ~~reporting~~stockholders’ ~~and~~deficit, ~~display~~exclusive of ~~comprehensive~~transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and ~~its~~liabilities ~~components~~that are reported directly in ~~the~~equity ~~financial~~such ~~statements~~as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As atof ~~March~~September 3130, 2022, ~~the~~there ~~Company~~were ~~had~~ no ~~items~~differences ~~that~~between ~~affected~~our comprehensive loss and net loss.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Table of Contents

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2022, ~~director~~the Director of the ~~company~~Company contributed $9,320 towards operating expenses.

During the three months ended June 30, 2022, ~~director~~the Director of the ~~company~~Company contributed $2,666 towards operating expenses.

AsDuring atthe ~~June~~three months ended September 30, 2022, ~~and~~the ~~December~~Director ~~31,~~of ~~2021,~~ the Company ~~owed~~contributed $~~13,986~~839 towards operating expenses and $21,~~000~~618 ~~respectively~~repaid to ~~Christopher Campbell, founder and director of~~ the ~~Company,~~related ~~which~~party ~~is unsecured, non-interest bearing, and due on demand.~~Director

As at September 30, 2022 and December 31, 2021, the Company owed $13,207 and $2,000 respectively to Christopher Campbell, founder and director of the Company, which is unsecured, non-interest bearing, and due on demand.

NOTE 5 – STOCKHOLDERS’ EQUITY

Capital Stock

As of ~~June~~September 30, 2022, and December 31, 2021, the Company’s authorized stock consists of 250,000,000 shares of common stock at a par value of $0.0001 per share and 100,000,000 shares of preferred stock at a par value of $0.0001 per share, respectively.

Preferred Stock

As of ~~June~~September 30, 2022, and December 31, 2021, the Company has no shares of preferred stock issued and outstanding, respectively.

Common Stock

On May 19, 2021, the ~~company~~Company issued a total of 10,000,000 common shares to its founder and ~~director~~Director, Christopher Campbell for services provided to the Company, valued at a price of $0.001 per share.

As of ~~June~~September 30, 2022, and December 31, 2021, the Company has 10,000,000 shares of common stock issued and outstanding, respectively.

During the three months ended September 30, 2022, the Company received share application money of $6,800 from two prospective investors.

NOTE 6 – SUBSEQUENT EVENTS

The Company evaluated and herewith reporting all events or transactions that occurred after ~~June~~September 30, 2022, through the date of filing this report. Our Registration Statement on Form S-1 was declared effective on May 13, 2022. The Company does not have any additional subsequent event requiring recording or disclosure in the financial statements for the three months ended June 30, 2022.

8On January 18, 2023, the Company repaid the Director $1,600 against his related party outstanding.

~~Item~~During 2.January ~~Management’s~~2023, ~~Discussion~~received ~~and~~$4,100 ~~Analysis~~towards ofsubscription ~~Financial~~money ~~Condition~~from ~~and~~a ~~Results~~prospective ~~of Operations~~investor.

~~FORWARD-LOOKING~~During ~~STATEMENTS~~February 2023, received $1,600 towards subscription money from a prospective investor.

~~This~~On ~~Management’s~~May ~~Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks~~31, ~~significant uncertainties and other factors that may cause our actual results~~2023, ~~levels~~the ofCompany ~~activity,~~received ~~performance~~$100 ortowards ~~achievements~~operating toexpenses ~~be materially different~~ from ~~any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by~~ the ~~use~~Director of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.Company

~~Liquidity~~During August 2024, Director of the Company Christoper Campbell provided working capital of $16,375 towards the operating expenses towards audit fees, bookkeeping and ~~Capital~~consulting ~~Resources~~charges.

~~As of June 30, 2022, we had a cash balance and total assets of $3,230 compared to cash and total assets of $768 as at December 31, 2021.~~ The ~~increase~~Company indetermined ~~cash~~that ~~and~~it ~~total~~does ~~assets~~not ~~was~~have ~~due~~any tosubsequent anevent ~~increase~~requiring inrecording ~~activity~~or ~~and~~disclosure ~~an increase~~ in ~~shareholder loan from~~ the ~~President~~financial ~~and~~statements ~~Director.~~other Asthen ~~at June 30, 2022, and December 31, 2021 we had total liabilities of $18,155 and $5,500 respectively. The increase in liabilities was due to an increase in~~ the ~~amount~~one ~~owed~~disclosed toabove ~~our President and Director of $2,666~~ for ~~payment~~the ofnine ~~operating~~months ~~expenses~~ended ~~and~~September ~~accrued expenses of $2~~30,~~330~~ ~~for professional fees related to our quarterly financials and review~~2022.

~~Our~~10 ~~working~~Table ~~capital deficit was $14,925 as at June 30, 2022 compared to $4,732 as at December 31, 2021. The increase in the working capital deficit was due to the use~~ of ~~cash for our operating activities.~~ Contents

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

~~During~~FORWARD-LOOKING the three months ended June 30, 2022, we incurred $5,439 of operating expenditures comprised of general and administrative expenses and professional fees compared to $10,193 for electronic components and fabric, general and administrative expenses and professional fees during the six months ended June 30, 2022.STATEMENTS

~~Cash~~This ~~Flows~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

~~During~~Liquidity ~~the six months ended June 30, 2022, we used $9,524 of cash for operating activities including prototype development, professional fees~~ and ~~general~~Capital ~~and administrative expenses.~~Resources

~~During~~As of September 30, 2022, we had a cash balance and total assets of $6,562 compared to cash and total assets of $768 as at December 31, 2021. The increase in cash and total assets was due to an increase in activity and an increase in shareholder loan from the ~~six~~President ~~month~~and ~~period~~Director. As ~~ended~~at ~~June~~September 30, 2022, ~~the~~and ~~Company~~December ~~received~~31, ~~proceeds~~2021 we had total liabilities of $1115,~~986~~207 ~~from~~and $5,500 respectively. The increase in liabilities was due to an increase in the amount owed to our President and Director of $2,000 for payment of operating expenses. and related party receipt for managing the working capital expenses

WeOur ~~did~~working ~~not~~capital ~~have~~deficit ~~any~~was ~~investing~~$8,645 ~~activities~~as ~~during~~at September ~~the~~30, ~~six~~2022 ~~months~~compared ~~ended~~to ~~June~~$4,732 30as at December 31, ~~2022~~2021. The increase in the working capital deficit was due to the use of cash for our operating activities.

~~Trends~~Results of Operations

~~There~~During isthe nothree ~~assurance~~months ~~that~~ended September we30, ~~will~~2022, bewe ~~able~~incurred to$320 ~~generate~~of ~~cash~~operating ~~flows~~expenditures ~~from~~comprised ~~our operations. The outcome~~ of ~~these~~general ~~matters~~and ~~cannot~~administrative beexpenses. ~~predicted~~During ~~with~~the ~~any~~three ~~certainty~~month atended ~~this~~September ~~time~~30, ~~and~~2021, ~~raises~~we ~~substantial~~incurred ~~doubt~~$1,060 ~~that~~of weoperating ~~will~~expenditures becomprised ~~able~~of togeneral ~~continue~~and asadministrative ~~a going concern~~expenses.

~~Off-Balance~~During ~~Sheet~~the ~~Arrangements~~nine months ended September 30, 2022, we incurred $10,513 of operating expenditures comprised of electronic components and fabric $137, general and administrative expenses $983 and professional fees of $9,393. During the period from May 19, 2021 (inception) to September 30, 2021, we incurred $11,199 of operating expenditures comprised of general and administrative expenses $1,199 and $10,000 towards stock based compensation.

WeCash have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.Flows

9During the nine months ended September 30, 2022, we used $12,013 of cash for operating activities including prototype development, professional fees and general and administrative expenses. For the nine months ended September 30, 2021 we used $1,199

~~Inflation~~During the nine months ended September 30, 2022, the Company received proceeds of $12,825 and paid $1,618 to our President and Director for payment of operating expenses. During the nine months ended September 30, 2021, the Company received proceeds of $2,000 from our Director of the company towards operating expenses

~~The~~During ~~effect~~the ofnine ~~inflation~~months onended ~~our~~September ~~revenues~~30, ~~and~~2022 ~~operating~~we ~~results~~received ~~has~~$6,800 ~~not~~in ~~been~~share ~~significant~~application money.

~~Critical Accounting Policies~~Trends

~~Our~~There ~~financial~~is ~~statements~~no ~~are~~assurance ~~presented~~that inwe ~~United~~will ~~States~~be ~~dollars~~able ~~and~~to ~~are~~generate ~~prepared~~cash ~~using~~flows ~~the~~from ~~accrual~~our ~~method~~operations. The outcome of ~~accounting,~~these ~~which~~matters ~~conforms~~cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to UScontinue ~~GAAP~~as a going concern.

We11 ~~have~~Table ~~elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)~~ of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.Contents

~~The~~Off-Balance ~~financial~~Sheet statements as of and for the three months ended June 30, 2022 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.Arrangements

~~Going~~We ~~Concern~~have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $14,925 and has an accumulated deficit of $24,925. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Inflation

~~Use~~The effect of ~~Estimates~~inflation on our revenues and ~~Assumptions~~operating results has not been significant.

~~The~~Critical ~~preparation~~Accounting of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.Policies

~~Recent~~Our ~~Accounting~~financial ~~Pronouncements~~statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.

We ~~review~~have ~~new~~elected ~~accounting~~to ~~standards~~use asthe ~~issued.~~extended ~~Although~~transition ~~some~~period offor ~~these~~complying ~~accounting~~with ~~standards~~new ~~issued~~ or ~~effective~~revised ~~after~~accounting ~~the~~standards ~~end~~under Section 102(b)(1) of ~~our~~the ~~previous~~JOBS ~~fiscal~~Act. ~~year~~This ~~may~~election beallows ~~applicable~~us to ~~us,~~delay wethe ~~have~~adoption ~~not~~of ~~identified~~new ~~any~~or revised accounting standards that wehave ~~believe~~different ~~merit~~effective ~~further~~dates ~~discussion.~~for Wepublic ~~believe~~and ~~that~~private ~~none~~companies ofuntil ~~the~~those ~~new~~ standards ~~will~~apply ~~have~~to private companies. As a ~~significant~~result ~~impact~~of onthis election, our financial ~~position,~~statements ~~future~~may ~~operations~~not orbe ~~cash~~comparable ~~flows~~to companies that comply with public company effective dates.

~~Item~~The 3financial statements as of and for the nine months ended September 30, 2022 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. ~~Quantitative~~All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and ~~Qualitative~~footnote ~~Disclosure~~disclosures ~~about~~normally ~~Market~~included ~~Risk~~in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

~~None~~Going Concern

The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $10,775 and has an accumulated deficit of $27,575. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Item~~Use 4.of ~~Controls~~Estimates and ~~Procedures~~Assumptions

~~Evaluation~~The preparation of ~~Disclosure~~financial ~~Controls~~statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and ~~Procedures~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

AsRecent ofAccounting the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were effective as of June 30, 2022.Pronouncements

~~Internal~~We ~~Control~~review ~~over~~new ~~Financial~~accounting ~~Reporting~~standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.

~~There~~12 ~~was~~Table ~~no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act~~ of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended June 30, 2022. TR Chadha & Co LLP, our independent auditors, were not required and have not performed an assessment of our internal controls over financial reporting for effectiveness. Contents

11Item 3. Quantitative and Qualitative Disclosure about Market Risk

~~Part II — OTHER INFORMATION~~None

Item 14. ~~Legal~~Controls ~~Proceedings~~and Procedures

~~None.~~Evaluation of Disclosure Controls and Procedures

~~Item~~As 1Aof the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. ~~Risk~~Based ~~Factors~~on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were effective as of September 30, 2022.

InInternal ~~addition~~Control toover ~~other~~Financial information set forth in this report, you should carefully consider the risk factors described in our Registration Statement on Form S-1, which was declared effective on May 13, 2022. Those factors could materially affect our business, financial condition or future results. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a materially adverse effect on our business, financial condition and/or operating results.Reporting

~~Item~~There 2was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended September 30, 2022. ~~Unregistered~~Michael ~~Sales~~Gillespie of& ~~Equity~~Associates, ~~Securities~~PLLC, our independent auditors, were not required and ~~Use~~have not performed an assessment of ~~Proceeds~~ our internal controls over financial reporting for effectiveness.

~~None.~~13 Table of Contents

~~Item~~Part ~~3. Defaults~~II ~~Upon~~— ~~Senior~~OTHER ~~Securities~~ INFORMATION

~~None~~Item 1. Legal Proceedings

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~applicable~~1A. Risk Factors

~~Item~~In 5addition to other information set forth in this report, you should carefully consider the risk factors described in our Registration Statement on Form S-1, which was declared effective on May 13, 2022. Those ~~Other~~factors ~~Information~~could materially affect our business, financial condition or future results. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a materially adverse effect on our business, financial condition and/or operating results.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 6~~None. ~~Exhibits~~

No.		Description
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
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Item 3. Defaults Upon Senior Securities

12None.

~~SIGNATURES~~Item 4. Mine Safety Disclosures

~~Pursuant~~Not ~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~applicable.

	SOUND CAVE TECHNOLOGY INC.
Date: August 15, 2022	By:	/s/ Christopher Campbell
		Christopher Campbell - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

Item 5. Other Information

13None.

Table of Contents

Item 6. Exhibits

No.		Description
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 Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SOUND CAVE TECHNOLOGY INC.

Date: FILING DATE	By:	/s/ Christopher Campbell
		Christopher Campbell - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

Filing Compare · Sound Cave Technology Inc.