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 ~~September 30,~~December 31, 2023

☐ 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 000-54334

RIDGEDALE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

27-0155619

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2030 Powers Ferry Rd. SE, Suite #212
Atlanta, Georgia		30339
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (404) 816-8240

~~Uan~~N/A ~~Power Corp.~~ (Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the registrant’s common stock as of ~~November~~February 1712, ~~2023~~2024 was 1,670,000 shares.

RIDGEDALE HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

For the ~~Nine~~Six Months ~~ended~~Ended ~~September~~December 3031, 2023

Part I – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (unaudited)	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1113
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1214
Item 4.	Controls and Procedures	1214
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	1416
Item 1A.	Risk Factors	1416
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1416
Item 3.	Defaults Upon Senior Securities	1416
Item 4.	Mine Safety Disclosures	1416
Item 5.	Other Information	1416
Item 6.	Exhibits	1517
SIGNATURES		1618

PART I – FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; ~~the continued services of the Custodian as such term is defined below;~~ our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Ridgedale Holdings Inc. a Delaware corporation unless the context requires otherwise.

Item 1. Condensed Financial Statements.

Index to Condensed Financial Statements

		Page
CONDENSED FINANCIAL STATEMENTS:
Condensed Balance Sheets, September 30, 2023 (unaudited), and June 30, 2023		2
Condensed Balance Sheets, December 31, 2023 (unaudited), and June 30, 2023		5
Unaudited Condensed Statements of Operations for the Three Months Ended September 30, 2023, and September 30, 2022		3
Unaudited Condensed Statements of Operations for the Three and Six Months Ended December 31, 2023, and December 31, 2022		6
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2023, and 2022		4
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended December 31, 2023, and 2022		7
Unaudited Condensed Statements of Cash Flows for the Three Months Ended September 30, 2023, and 2022		5
Unaudited Condensed Statements of Cash Flows for the Three and Six Months Ended December 31, 2023, and 2022		8
Notes to the Unaudited Condensed Interim Financial Statements		69

RIDGEDALE HOLDINGS INC.

CONDENSED BALANCE SHEETS

	September 30,			June 30,
	December 31,			June 30,
	2023			2023
	~~(Unaudited)~~	(Unaudited)
ASSETS
Cash	$	222,~~436~~787		$	3,647
Total Assets	$	222,~~436~~787		$	3,647
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	63,760		$	593
Notes payable related party		~~119~~174,660			119,660
Accrued interest payable		6073,742			50,115
Total current liabilities		~~187~~252,162			170,368
Total liabilities		~~187~~252,162			170,368
Commitments and Contingencies		–			–
Stockholders' Deficit
Preferred stock, Par Value $0.00001, 20,000,000 shares authorized, -0- shares and 200,000 issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		–			–
Preferred stock, Par Value $0.00001, 20,000,000 shares authorized, -0- shares and 200,000 issued and outstanding as of December 31, 2023 and June 30, 2023, respectively		–			–
Common stock, Par Value $0.00001, 400,000,000 shares authorized, 1,670,000 and 1,670,000 issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		17			17
Common stock, Par Value $0.00001, 400,000,000 shares authorized, 1,670,000 and 1,670,000 issued and outstanding as of December 31, 2023 and June 30, 2023, respectively		17			17
Additional paid in capital		3,486,244			3,486,244
Accumulated deficit		(3,~~670~~715,~~988~~636	)		(3,652,982	)
Total Stockholders' (Deficit)		(~~184~~229,~~727~~375	)		(166,721	)
Total Liabilities and Stockholders' Deficit	$	2,436		$	3,647
Total Liabilities and Stockholders' (Deficit)	$	22,787		$	3,647

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

RIDGEDALE HOLDINGS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months	~~Three Months~~		Three Months	~~Three Months~~		Six Months			Six Months
	Ended	~~Ended~~		Ended	~~Ended~~		Ended			Ended
		September 30,			September 30,
	December 31,			December 31,			December 31,			December 31,
	2023	~~2023~~		2022	~~2022~~		2023			2022
Revenue	$	–		$	–		$	–		$	–
Operating Expenses:
Administrative expenses		731,~~379~~649			319,~~383~~396			39,028			40,780
Total operating expenses		731,~~379~~649			319,~~383~~396			39,028			40,780
(Loss) from operations		(731,~~379~~649	)		(319,~~383~~396	)		(39,028	)		(40,780	)
Other (expense) income
Other (expense)
Interest expense		10(13,~~627~~000	)		5(8,~~764~~116	)		(23,627	)		(13,879	)
Other expense, net		(10,627	)		(5,764	)
Other expense		(13,000	)		(8,116	)		(23,627	)		(13,879	)
Income (loss) before provision for income taxes		(18,006	)		(37,147	)
Loss before provision for income taxes		(44,649	)		(17,512	)		(62,655	)		(54,659	)
Provision for income taxes		–			–			–			–
Net (Loss)	$	(18,006	)	$	(37,147	)
Net Loss	$	(44,649	)	$	(17,512	)	$	(62,655	)	$	(54,659	)
Basic and diluted earnings(loss) per common share	$	(0.01	)	$	(0.09	)
Basic and diluted (loss) per common share	$	(0.03	)	$	(0.03	)	$	(0.04	)	$	(0.10	)
Weighted average number of shares outstanding	$	1,670,000		$	~~410~~660,000			1,670,000			535,000

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

RIDGEDALE HOLDINGS INC.

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

											Additional						Total
	Preferred stock						Common Stock				Paid-in			Accumulated			Stockholders'
	Shares			Value			Shares		Value		Capital			Deficit			Deficit
Balance, June 30, 2022		200,000		$	2			410,000	$	4	$	3,473,255		$	(3,557,302	)	$	(84,041	)
Net loss		–			–			–		–		–			(37,147	)		(37,147	)
Balance, September 30, 2022		200,000		$	2			410,000	$	4	$	3,473,255		$	(3,594,449	)	$	(121,188	)
												Additional						Total
Private placement of common shares		–			–			40,000		–		2,000			–			2,000
		Preferred stock						Common Stock				Paid-in			Accumulated			Stockholders'
Conversion of preferred stock to common stock - related party		(200,000	)		(2	)		1,000,000		10		(8	)		–			–
		Shares			Value			Shares		Value		Capital			Deficit			Deficit
Net loss		–			–			–		–		–			(17,512	)		(17,512	)
Balance, June 30, 2023		–		$	–			1,670,000	$	17	$	3,486,244		$	(3,652,982	)	$	(166,721	)
Balance, December 31, 2022		–		$	–			1,450,000	$	15	$	3,475,247		$	(3,611,961	)	$	(136,700	)
Net loss		–			–			–		–		–			(18,006	)		(18,006	)
Balance, September 30, 2023		–		$	–			1,670,000	$	17	$	3,486,244		$	(3,670,988	)	$	(184,727	)

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

									Additional					Total
	Preferred stock				Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital		Deficit			Deficit
Balance, June 30, 2023		–	$	–		1,670,000	$	17	$	3,486,244	$	(3,652,982	)	$	(166,721	)

Net loss		–		–		–		–		–		(18,006	)		(18,006	)

Balance, September 30, 2023		–	$	–		1,670,000	$	17	$	3,486,244	$	(3,670,988	)	$	(184,727	)

Net loss		–		–		–		–		–		(44,649	)		(44,649	)

Balance, December 31, 2023		–	$	–		1,670,000	$	17	$	3,486,244	$	(3,715,636	)	$	(229,375	)

5The accompanying notes are an integral part of these unaudited condensed financial statements.

RIDGEDALE HOLDINGS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months			Three Months
	Six Months			Six Months
	Ended			Ended
	September 30,			September 30,
	December 31,			December 31,
	2023			2022
Cash Flows From Operating Activities:
Net loss	$	(1862,~~006~~655	)	$	(3754,~~147~~659	)
Adjustments to reconcile net income to net cash (used in) operating activities
Changes in operating assets and liabilities
Prepaid expense		–			–
Accounts payable and accrued liabilities		3,168			5,500
Accounts payable and accrued liabilities		6,168			4,244
Accrued interest		23,627			13,879
Accrued interest		10,627			5,764
Net cash (used in) operating activities		(35,860	)		(35,280	)
Net cash (used in) operating activities		(1,211	)		(27,139	)
Cash Flows From Financing Activities:
Proceeds from private placement of common stock		–			–2,000
Notes payable related parties		–55,000			2230,~~500~~000
Net cash provided by financing activities		–55,000			2232,~~500~~000
Net Increase (Decrease) In Cash		(119,~~211~~140	)		(43,~~639~~280	)
Cash At The Beginning Of The Period		3,647			9,146
Cash At The End Of The Period	$	222,~~436~~787		$	45,~~507~~866

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

RIDGEDALE HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 ~~and~~ and 2022

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Ridgedale Holdings Inc. (“Ridgedale or the “Company) f/k/a Uan Power Corp. (“Uan") was incorporated in the State of Nevada on May 8, 2009. Uan completed a reincorporation of our company in Delaware under the name UAN Power Corp. on November 14, 2011.

Effective September 4, 2014, the Company filed a Certificate of Amendment of Certificate of Incorporation in Delaware, wherein the Company increased its authorized share capital to 420,000,000 shares of stock which includes 400,000,000 shares of common stock, having a par value of $0.00001 per share and 20,000,000 shares of Preferred Stock, having a par value of $0.00001 per share.

The Company was originally organized to seek opportunities to manage income producing commercial and residential real estate properties in Florida and the southeastern region of the United States.

The Company’s year-end is June 30th.

Reverse split and name change

On September 27, 2022, the Company changed its name and effected a net reverse split of shares of the Company’s common stock on a 1-for-1,000 basis (the “Reverse Stock Split”). All issued and outstanding shares of common stock and the related per share amounts contained in the condensed financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. The par value and authorized shares of common stock were not adjusted as a result of the Reverse Stock Split. Additionally, the authorized, issued and outstanding shares of preferred stock and their related per share amount were not adjusted as a result of the Reverse Stock Split.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying condensed financial ~~statements~~ statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed financial statements. The Company has incurred operating losses since inception. As of ~~September~~December 3031, 2023, the Company had a working capital deficit of $~~184~~229,~~727~~ 375 and an accumulated deficit of $3,~~670~~715,~~988~~636.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Erik Nelson through loans from Coral Investment Partners which he controls. The Company will be required to continue to require funding until its operations become profitable.

Use of Estimates

The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended June 30, 2023 AND 2022 the condensed financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On ~~September~~December 3031, 2023 and June 30, ~~2022~~2023, the Company’s cash equivalents totaled $222,~~436~~787 and $93,~~146~~647, respectively.

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

810

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our condensed financial statements.

911

Stockholders’ Equity

Common stock

The Company has authorized 400,000,000 shares of Common Stock with a par value of $0.00001.

On September 27, 2022, the Company changed its name and effected a 1 for 1,000 net reverse stock split. As of ~~September~~December 3031, 2023 and June 30, 2023 there were 1,670,000 and 1,670,000 post-split shares outstanding, respectively.

On December 8, 2022 CIP converted its 200,000 shares of preferred stock into 1,000,000 shares of common stock. Additionally since December 2022 the Company has received subscriptions for 260,000 Units at a price of $0.05 per Unit with total proceeds of $2,000. Each Unit is comprised of one share of common stock and two warrants. The Class A warrant is exercisable at $2.00 per share and the Class B warrant B is exercisable at $5.00 which are both exercisable until October 31, 2025.

Preferred stock

On November 20, 2020 the Company filed a certificate of Designation with the State of Delaware to designate 10,000,000 shares of Series A convertible stock with a par value of $0.00001.

All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

Each share of Series A Preferred Stock is convertible into 5,000 shares of Common Stock.

On May 7, 2021, the Company signed a subscription agreement with Coral Investment Partners (“CIP”) whereby CIP purchased 200,000 shares of preferred stock for the price of $2,000.

Additionally, on the same day CIP agreed to purchase cashless 200,000,000 Class A Warrants and 200,000,000 Class B Warrants for a total price of $2,000, or $0.000005 per warrant. This transaction was valued at $500,000 and recorded as stock-based compensation expense during the year ended June 30, 2021.

Both the Company and Coral Investment Partners are controlled by Erik Nelson.

On December 8, 2022 CIP converted its 200,000 shares of preferred stock into 1,000,000 shares of common stock. As a result there are no longer any preferred shares outstanding.

As of ~~September~~December 3031, 2023 and June 30, 2023 there were -0- and -0- shares of Series A Preferred Stock outstanding, respectively.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments of ~~September~~December 3031, 2023.

NOTE 4 – NOTES PAYABLE - RELATED PARTY

As of ~~September~~December 3031, 2023 the Company has a demand promissory note carrying an interest rate of 24% due to Coral Investment Partners. The principal balance and interest due as of ~~September~~December 3031, 2023 and June 30, 2023; was $~~119~~174,~~600~~660 and $119,600; and $6073,742 and $50,115 respectively.

NOTE 5 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to ~~September~~December 3031, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these condensed financial statements.

1012

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

Organizational History of the Company and Overview

No Current Operations

Plan of Operation

The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

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Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

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.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to our condensed financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our condensed financial statements.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management has concluded that our disclosure controls were not effective as of ~~September~~December 3031, 2023.

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Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

	·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of condensed financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the condensed financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of ~~September~~December 3031, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with U.S. generally accepted accounting principles as as a result of the following material weaknesses:

	·	The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

	·	The Company does not have an independent board of directors or an audit committee.

	·	The Company does not have written documentation of our internal control policies and procedures.

	·	All of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There have been no change in our internal control over financial reporting during the ~~three~~six months ~~September~~ended 30December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A. Risk Factors.

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-12G which sections are incorporated by reference into this report, as the same may be updated from time to time.

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the 2020 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

Exhibit No.		Description
31.1*		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1*		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
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 Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in ~~IXBRL~~iXBRL, and included in exhibit 101).

______________

Filed herewith.

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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.

	RIDGEDALE HOLDINGS INC.
Dated: November 17, 2023	By:	/s/ Erik Nelson
Dated: February 12 , 2024	By:	/s/ Erik Nelson
		Erik Nelson
		Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Filing Compare · Ridgedale Holdings Inc.