UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-K

 

 

 

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

 

For the fiscal year ended March 31, 2019

 

[  ] 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 333-187874

 

LUCKWEL PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   46-1660653

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer
Identification No.)

 

303 Wyman St Suite 300, Waltham, MA 02451

(Address of principal executive offices and Zip Code)

 

(781) 728 0007

(Registrant’s telephone number, including area code)

 

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

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which registered

N/A   N/A   N/A

 

Securities registered pursuant to Section 12(g) of the Exchange Act

 

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act: Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act: [  ] Yes [X] 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [  ] No

 

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition 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 [X]

 

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 Exchange Act). [X] Yes [  ] No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of September 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $48,959,552 based upon the last sales price of the common stock of $4.00 per share on September 28, 2018 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

 

The number of shares of common stock, par value $0.01 outstanding as of July 1, 2019 is 143,376,000.

 

 

 

     
     

 

TABLE OF CONTENTS

 

    Page
PART I
 
Item 1. Business 1
Item 2. Properties 2
Item 3. Legal Proceedings 2
Item 4. Mine Safety Disclosures 2
    2
PART II
 
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 3
Item 6. Selected Financial Data 5
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 9
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 11
Item 9A. Controls and Procedures 11
Item 9B. Other Information 12
     
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance 13
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17
Item 13. Certain Relationships and Related Transactions, and Director Independence 19
Item 14. Principal Accountant Fees and Services 19
     
PART IV
 
Item 15. Exhibits, Financial Statement Schedules 20

 

     
     

 

PART I

 

Item 1. Business

 

Business of Company

 

We were incorporated on January 2, 2013 under the laws of the State of Nevada. Our principal executive offices are located at 303 Wyman St Suite 300, Waltham, MA 02451. Our telephone number is 781-728-0007. Our fiscal year end is March 31.

 

On March 30, 2017, our name was changed from Luckycom Inc. to Luckycom Pharmaceuticals Inc. and again on April 11, 2018, our name was changed to Luckwel Pharmaceuticals Inc. In connection with the most recent name change, on April 13, 2018, our common stock began trading on the OTC Pink under its new ticker symbol “LWEL” and ceased trading under the ticker symbol “LCOM”. Also on April 13, 2018, we increased the number of our authorized shares of common stock from 100,000,000 to 200,000,000.

 

We are presently still a shell company and have not begun operations. We have no source of revenue and need additional cash resources to maintain the operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee to either provide us funding for its daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

We currently do not have any arrangements in place to complete any financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable.

 

Our priority, should we receive such additional funds, is to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

 

Once these costs are accounted for, we will focus on the following activities:

 

1. Establish a management team by December 2019 to work on establishing pharmaceutical operations in Waltham/Boston, focusing on hypertension candidate drug (KL-008) and rheumatoid arthritis candidate drug (KL-009);
   
2. Start intellectual property registration work by December 2019.
   
3. Penetrate the generic drugs market in Asia.

 

Any failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and we may have to push back the dates of such activities.

 

  1    
     

 

Sales and Marketing

 

Given our current stage of development, we have not yet established commercial organization or distribution capabilities, nor have we entered into any partnership or co-promotion arrangements with an established pharmaceutical company. We plan to build up an international network after we achieve our financial targets.

 

Competition

 

The industry we plan to be in is highly competitive and subject to rapid and significant technological change. Key competitive factors affecting the commercial success of our products are likely to be efficacy, safety and tolerability profile, reliability, convenience of dosing, price and reimbursement. Many of these companies have substantially greater financial, marketing, and human resources than we do (including, in some cases, substantially greater experience in clinical testing, manufacturing, and marketing of pharmaceutical products).

 

Employees

 

We do not have any employees, other than Mr. Kingrich Lee.

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

Our principal executive office is located at 303 Wyman St Suite 300, Waltham, MA 02451.

 

Item 3. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

  2    
     

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock used to be quoted under the symbol “LCOM” on the OTC Pink operated by OTC Markets Group, Inc. On April 11, 2018, our name was changed to Luckwel Pharmaceuticals Inc. and in connection with the most recent name change, on April 13, 2018, our common stock began trading on the OTC Pink under its new ticker symbol “LWEL”.

 

There has been very little trade in our shares of common stock in fiscal 2018 and 2019. The table below presents the high and low bid for our common stock for each quarter from April 1, 2018 through March 31, 2019. These prices reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

 

Year ended March 31, 2018   High     Low  
1st Quarter   $ 2.00     $ 2.00  
2nd Quarter   $ 1.85     $ 1.80  
3rd Quarter   $ 1.96     $ 1.56  
4th Quarter   $ 3.50     $ 1.90  

 

Year ended March 31, 2019   High     Low  
1st Quarter   $ 4.00     $ 3.50  
2nd Quarter   $ 5.00     $ 3.26  
3rd Quarter   $     $  
4th Quarter   $     $  

 

There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 

Penny Stock

 

The Securities and Exchange Commission (the “SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

  3    
     

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

Holders of Our Common Stock

 

As of July 1, 2019, we had 143,376,000 shares of our common stock issued and outstanding, held by 41 shareholders of record.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

  1. we would not be able to pay our debts as they become due in the usual course of business, or;
     
  2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

None.

 

  4    
     

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Stock Option and Warrants

 

None.

 

Repurchase of Equity Securities by Luckwel Pharmaceuticals, Inc. and Affiliated Purchasers

 

None.

 

Stock Transfer Agent

 

Our stock transfer agent is VStock Transfer, LLC, whose address is 18 Lafayette Place, Woodmere, New York 11598 (Telephone number: (212) 828-8436).

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

As reflected in the accompanying financial statements, we have no source of revenue and need additional cash resources to maintain our operations. We have $25,754 in cash and a working capital deficit of $791,823, have incurred losses since inception of $2,691,341, and have not yet received any revenue from sales of products or services. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our controlling shareholder to provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so.

 

  5    
     

 

We are presently still a shell company and have not begun operations. We have no source of revenue and need additional cash resources to maintain the operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee, to either provide us funding for its daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

We currently do not have any arrangements in place to complete any financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable.

 

Our priority, should we receive such additional funds, is to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of business.

 

Once these costs are accounted for, we will focus on the following activities:

 

1. Establish a management team by December 2019 to work on establishing pharmaceutical operations in Waltham/Boston, focusing on hypertension candidate drug (KL-008) and rheumatoid arthritis candidate drug (KL-009);
   
2. Start intellectual property registration work by December 2019.
   
3. Penetrate the generic drugs market in Asia.

 

Any failure to raise money will have the effect of delaying the timeframes in our business plan as set forth above, and we may have to push back the dates of such activities.

 

  6    
     

 

Results of Operations for the Years Ended March 31, 2019 and March 31, 2018

 

Operating Revenue

 

We recorded no revenue for the years ended March 31, 2019 and March 31, 2018, as we are a shell company without any operations to generate revenue. We do not anticipate receiving further revenue for so long as we have no operations.

 

Operating Expenses

 

We had operating expenses of $622,531 and $533,260 for the years ended March 31, 2019 and 2018, respectively.

 

Our operating expenses for the year ended March 31, 2019 consisted mainly of officer compensation of $267,277, professional fees of $247,282, office operating expenses of $19,421, travel expenses of $85,263 and rent of $3,288.

 

Our operating expenses for the year ended March 31, 2018 consisted mainly of officer compensation of $224,794, professional fees of $230,648, office operating expenses of $17,943, travel expenses of $39,004 and rent of $20,871.

 

We anticipate our operating expenses will increase sharply as we proceed to implement our business plan described above and become operational.

 

Other Income (Expenses)

 

We had other income of $5 and $295 for the years ended March 31, 2019 and 2018, respectively.

 

Net Loss

 

We incurred a net loss of $622,526 for the year ended March 31, 2019, as compared with a net loss of $537,088 for the year ended March 31, 2018.

 

Capital Resources and Liquidity

 

As of March 31, 2019, we had $27,270 in current assets, consisting of $25,754 in cash and $1,516 in prepaid expense, and current liabilities in the amount of $819,093, consisting of other payable and accrued liabilities of $67,843, and $751,250 due to an officer. We had a working capital deficit of $791,823 as of March 31, 2019.

 

The table below sets forth selected cash flow data for the periods presented:

 

    For The Years Ended  
    March 31  
    2019     2018  
Net cash used in operating activities   $ (622,242 )   $ (515,618 )
Net cash provided by investing activities     -       5  
Net cash provided by financing activities     629,493       504,703  
Net decrease in cash   $ 7,251     $ (10,910 )

 

Our negative operating cash flows were mainly a result of operating expenses (See also Result of Operations).

 

Our positive financing cash flows were a result of proceeds from officer loans.

 

  7    
     

 

On November 1, 2017, the Company entered into an employment agreement with Mr. Kingrich Lee. The agreement is for one year, renewable for successive one-year terms if not terminated, and provides an annual compensation of $180,000, and other benefits, including housing and education allowances. On November 1, 2018, the Company renewed the employment agreement with Mr. Kingrich Lee for another one-year term. This agreement will materially impact our cash needs in the future, as any investment money we obtain will be used to pay Mr. Kingrich Lee’s salary and other benefits, and will have the effect of diverting funds that may be used to pursue our business plan.

 

Despite having $25,754 in cash as of March 31, 2019, we have insufficient cash to operate our business at the current level for the next 12 months from the issuance date of this report and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months from the issuance date of this report is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sale of stock or the advancement of loans of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies

 

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 1 of the notes to our financial statements for year ended March 31, 2019. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company was in process of tax filings for the 2018 fiscal year up until the issuance of this report.

 

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.

 

  8    
     

 

Recent Accounting Pronouncements

 

See Note 1 to our financial statements included herewith.

 

Going Concern

 

We have no source of revenues and need additional cash resources to maintain the operations. We have $25,754 in cash and a working capital deficit of $791,823, have incurred losses since inception of $2,691,341, and have not yet received any revenue from sales of products or services. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing.

 

We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee to either provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

We currently do not have any arrangements in place to complete any financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable.

 

Our priority, should we receive such additional funds is to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

 

Once these costs are accounted for, we will focus on the following activities:

 

1. Establish a management team by December 2019 to work on establishing pharmaceutical operations in Waltham/Boston, focusing on hypertension candidate drug (KL-008) and rheumatoid arthritis candidate drug (KL-009).
   
2. Start intellectual property registration work by December 2019.
   
3. Penetrate the generic drugs market in Asia.

 

Any failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and the Company may have to push back the dates of such activities.

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses and further losses are anticipated as a result of the development of business which raises substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the issuance date of the financial statements. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing necessary to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of the Company’s common stock.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

  9    
     

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

F-1 Report of Independent Registered Public Accounting Firm – Marcum LLP
F-2 Report of Independent Registered Public Accounting Firm – Marcum Berstein Pinchuk LLP
F-3 Balance Sheet as of March 31, 2019 and 2018
F-4 Statement of Operations for the Years Ended March 31, 2019 and 2018
F-5 Statement of Changes in Stockholders’ Deficit for the Years Ended March 31, 2019 and 2018
F-6 Statement of Cash Flows for the Years Ended March 31, 2019 and 2018
F-7 Notes to Financial Statements

 

  10    
     

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

Luckwel Pharmaceuticals Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Luckwel Pharmaceuticals Inc. (the “Company”) as of March 31, 2019, the related statements of operations, stockholders’ deficit and cash flows for the year ended March 31, 2019, 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 March 31, 2019, and the results of its operations and its cash flows for the year ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions 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 audit 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 provide a reasonable basis for our opinion.

 

/s/ Marcum llp  
Marcum llp  

 

We have served as the Company’s auditor since 2019.

 

Marcum Bernstein & Pinchuk served as the Company’s auditor from 2017 to 2019

 

Boston, Massachusetts

July 1, 2019

 

F- 1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

 

Luckwel Pharmaceuticals Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Luckwel Pharmaceuticals Inc. (the “Company”) as of March 31, 2018, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year 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 March 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions 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 consolidated 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 audit 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.

 

/s/ Marcum Bernstein &Pinchuk llp

 

Marcum Bernstein &Pinchuk llp

We have served as the Company’s auditor from 2017 to 2019

New York, New York

July 13, 2018

GROUP LOGO

 

NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001

Phone 646.442.4845 • Fax 646.349.5200 • www.marcumbp.com

 

F- 2

 

 

LUCKWEL PHARMACEUTICALS INC.

BALANCE SHEET

(Stated in US Dollars except share amounts)

 

    March 31, 2019     March 31, 2018  
Assets                
Current Assets                
Cash   $ 25,754     $ 18,503  
Prepaid expense and other current assets     1,516       -  
Total Assets     27,270       18,503  
                 
Liabilities                
Current Liabilities:                
Other payable and accrued liabilities   $ 67,843     $ 66,043  
Due to officer     751,250       81,757  
Total Liabilities     819,093       147,800  
                 
Stockholders’ Deficit:                
Common stock, $0.01 par value; 200,000,000 and 100,000,000 shares authorized; 143,376,000 and 18,376,000 shares issued and outstanding as of March 31, 2019 and 2018, respectively.     1,433,760       183,760  
Additional paid in capital     465,748       1,715,748  
Accumulated other comprehensive income     10       10  
Accumulated deficit     (2,691,341 )     (2,028,815 )
Total stockholders’ deficit     (791,823 )     (129,297 )
Total Liabilities and Stockholders’ Deficit   $ 27,270     $ 18,503  

 

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

 

F- 3

 

 

LUCKWEL PHARMACEUTICALS INC.

STATEMENT OF OPERATIONS

(Stated in US Dollars except share and per share amounts)

 

    For the year ended     For the year ended  
    March 31, 2019     March 31, 2018  
General and administrative expenses   $ (622,531 )   $ (533,260 )
Other Income     5       295  
Loss on disposal of a subsidiary     -       (4,123 )
                 
Net Loss   $ (622,526 )   $ (537,088 )
                 
Net loss per share – basic and diluted   $ (0.005 )   $ (0.029 )
                 
Weighted average common shares – basic and diluted     132,074,630       18,304,082  

 

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

 

F- 4

 

 

LUCKWEL PHARMACEUTICALS INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Stated in US Dollars except share amounts)

 

    Common Stock    

Additional

Paid-in

   

Accumulated other

Comprehensive

    Accumulated    

Total

Stockholders’

 
    Shares     Amount     Capital     Income     Deficit     Deficit  
Balance as of March 31, 2017     17,626,000     $ 176,260     $ 973,248     $ 10       (1,491,727 )             (342,209 )
Common stock issued for cash     422,946       4,229       418,717       -       -       422,946  
Common stock issued to officer for debt repayment     327,054       3,271       323,783       -       -       327,054  
Net loss     -       -       -       -       (537,088 )     (537,088 )
Balance as of March 31, 2018     18,376,000     $ 183,760     $ 1,715,748     $ 10     $ (2,028,815 )   $ (129,297 )
Common stock issued for service     125,000,000       1,250,000       (1,250,000 )     -       -       -  
Capital distribution     -       -       -       -       (40,000 )     (40,000 )
Net loss     -       -       -       -       (622,526 )     (622,526 )
Balance as of March 31, 2019     143,376,000     $ 1,433,760     $ 465,748     $ 10     $ (2,691,341 )   $ (791,823 )

 

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

 

F- 5

 

 

LUCKWEL PHARMACEUTICALS INC.

STATEMENT OF CASH FLOWS

(Stated in US Dollars)

 

    For the Years Ended  
    March 31  
    2019     2018  
Cash Flows from Operating Activities                
Net loss   $ (622,526 )   $ (537,088 )
Adjustment to reconcile net loss to net cash used in operating activities:                
Disposal loss from a subsidiary     -       4,123  
Changes in operating assets and liabilities:                
Prepaid expense and other current assets     (1,516 )     13,901  
Other assets     -       4,944  
Other payable and accrued liabilities     1,800       (1,498 )
Net cash flow used in operating activities     (622,242 )     (515,618 )
                 
Cash Flows from Investing Activities                
Proceeds from disposal of a subsidiary, net of cash balance at disposed entity     -       5  
Net cash flow provided by investing activities     -       5  
                 
Cash Flows from Financing Activities                
Proceeds from issuance of common stock     -       422,946  
Proceeds from officer loans     669,493       81,757  
Capital distribution     (40,000 )     -  
Net cash flow provided by financing activities     629,493       504,703  
                 
Net decrease in cash     7,251       (10,910 )
                 
Cash, beginning of period     18,503       29,413  
                 
Cash, End of period   $ 25,754     $ 18,503  
                 
Supplemental disclosures of cash flow information:                
Cash paid for interest expense   $ -     $ -  
Cash paid for income taxes   $ -     $ -  
                 
Noncash financing activities                
Shares issued to officer for debt repayment   $ -     $ 327,054  

 

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

 

F- 6

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies

 

Organization and Description of Business

 

The Company plans to acquire, develop, manufacture and market pharmaceutical medication.

 

Luckycom Limited, a wholly-owned subsidiary of the Company, was incorporated in Hong Kong as Goldsans Capital (Hong Kong) Limited (“Goldsans”) on November 8, 2011. Goldsans name was changed to Wudor Capital Hong Kong Limited on May 22, 2012 and subsequently to Luckycom Limited on June 28, 2013.

 

On December 13, 2017, the Company’s sole officer and director, and a shareholder, Mr. Kingrich Lee executed a Sold Note and Instrument of Transfer on behalf of Luckwel Pharmaceuticals Inc., pursuant to which the Company would sell to Ms. Lijian Li, Mr. Kingrich Lee’s sister, 10,000 shares of stock of the Company’s wholly-owned Hong Kong subsidiary, Luckycom Limited at a purchase price of HKD 1 (approximately $0.13) per share aggregating to HKD 10,000 (approximately $1,281). On the same date, the transaction was consummated with the payment of stamp duty to the Hong Kong tax department.

 

On April 11, 2018, Luckwel Pharmaceuticals Inc. filed a Certificate of Amendment to the Articles of Incorporation to change its name from Luckycom Pharmaceuticals Inc. to Luckwel Pharmaceuticals Inc. and to increase the number of its authorized shares of common stock from 100,000,000 to 200,000,000 with an effective date of April 13, 2018. It then amended and restated its by-laws to reflect the new corporate name.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in US dollars (“USD”).

 

Principles of Consolidation

 

These financial statements include the accounts of Luckwel Pharmaceuticals Inc., and its formerly-owned subsidiary Luckycom Limited. All intercompany balances and transactions have been eliminated in consolidation. On December 13, 2017, the Company disposed Luckycom Limited (See Note 6).

 

Cash

 

Cash include all cash in bank with no restrictions. The Company had $25,754 and $18,503 of cash as of March 31, 2019 and 2018, respectively.

 

F- 7

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies (Continued)

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash, other payable and accrued liabilities and loans payable to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company has filed tax return for the 2017 fiscal year and was in process of tax filings for the 2018 fiscal year up until the issuance of this report.

 

Uncertain tax positions

 

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. Tax years from 2013 forward remain open to examination by the U.S. federal tax authority due to the carryover of net operating losses or tax credits. According to Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed at less than the proper amount. The statute of limitation is extended to 10 years if the underpayment of taxes is due to fraud or willful evasion. There were no uncertain tax positions as of March 31, 2019 and 2018 and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.

 

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.

 

Loss Per Share

 

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no potentially dilutive debt or equity outstanding as of March 31, 2019 and 2018, respectively.

 

F- 8

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

 

Note 1 – Summary of Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements

 

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the financial position, statements of operations and cash flows.

 

Note 2 – Going Concern

 

We have no source of revenues and need additional cash resources to maintain the operations. We have $25,754 in cash and a working capital deficit of $791,823, have incurred losses since inception of $2,691,341, and have not yet received any revenue from sales of products or services. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee to either provide us funding for its daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

 

We currently do not have any arrangements in place to complete any financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable.

 

Our priority, should we receive such additional funds is to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay its other accounts payable generated in the ordinary course of our business.

 

The financial statements have been prepared on a going concern basis which assumes we will be able to realize its assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses and further losses are anticipated as a result of the development of business which raises substantial doubt about our ability to continue as a going concern within the next twelve months from the issuance date of the financial statements. The ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or obtaining financing necessary to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of our common stock.

 

F- 9

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

 

Note 3 – Related Party Transactions

 

The Company’s sole officer and director, and a shareholder, Mr. Kingrich Lee, loaned an aggregate of $669,493 in cash during the year ended March 31, 2019. During the comparable year of 2018, Mr. Kingrich Lee loaned an aggregate of $81,757.

 

Accordingly, Mr. Kingrich Lee is owed an aggregate amount of $751,250 and $81,757 as of March 31, 2019 and March 31, 2018, respectively.

 

The amounts are unsecured, non-interest bearing and due on demand.

 

On May 3, 2018, the Company entered into an Intellectual Property Sale and Purchase Agreement (the “Agreement”) with Luckwel Asia Limited (the “Seller”, formerly known as Essential Choice Ventures Ltd), an entity under common control of Mr. Kingrich Lee to purchase from the Seller the intellectual property rights to five drugs, comprising three generic medicines used to treat hypertension and high cholesterol and two advanced drug candidates - KL008 for treatment of hypertension and KL009 for treatment of high cholesterol in various stages of being developed and manufactured (the “Transaction”). Pursuant to the terms of the Agreement, the Company would pay the Seller on closing (i) $40,000 and (ii) issue an aggregate 125,000,000 restricted shares of its common stock, par value $0.01. The Transaction closed on May 3, 2018. The Company recorded the carrying value of the intellectual property as nil in the Seller’s record, $40,000 as capital distribution to the Seller and recorded the par value of the common stock as additional paid-in capital, which was due to the Transaction being regarded as an equity transaction because both parties were under common control.

 

On December 13, 2017, Mr. Kingrich Lee, on behalf of the Company, sold to Ms. Lijian Li, his sister, 10,000 shares representing 100% equity interest, the Company’s wholly-owned Hong Kong subsidiary, Luckycom Limited at a purchase price of HKD 1 (approximately $0.13) per share aggregating to HKD 10,000 (approximately $1,281). The disposal loss recorded from the sale was $4,123.

 

On November 1, 2017, the Company entered into an employment agreement with Mr. Kingrich Lee. The agreement is for one year, renewable for successive one-year terms if not terminated, and provides an annual compensation of $180,000, and other benefits, including housing and education allowances. On November 1, 2018, the Company renewed the employment agreement with Mr. Kingrich Lee for another one-year term. This agreement will materially impact our cash needs in the future, as any investment money we obtain will be used to pay Mr. Kingrich Lee’s salary and other benefits, and will have the effect of diverting funds that may be used to pursue our business plan.

 

F- 10

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

 

Note 4 – Capital Stock

 

As of March 31, 2019, the Company had 143,376,000 shares of common stock issued and outstanding. During the year ended March 31, 2019, the Company issued in aggregate of 125,000,000 restricted shares of its common stock to Luckwel Asia Limited.

 

As of March 31, 2018, the Company had 18,376,000 shares of common stock issued and outstanding. For the year ended March 31, 2018, the Company issued in aggregate of 750,000 shares of common stock to Mr. Kingrich Lee.

 

Note 5 – Income Taxes

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into legislation. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax.

 

On December 22, 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. As of March 31, 2018, the Company has completed its accounting for certain tax effects of enactment of the Tax Act. There is no impact to current or deferred taxes related to the one-time deemed repatriation, as the formerly owned foreign subsidiary does not have cumulative positive earnings and profits.

 

The Internal Revenue Code 15 requires that if the taxable year includes the effective date of any rate changes (unless the effective date is the first day of the taxable year), taxes should be calculated by applying a blended rate to the year’s taxable income. To compute the blended rate, a company calculates the weighted average tax rate based on the ratio of days in the fiscal year prior to and after the effective date. Below is the calculation of blended rate for the year ended March 31, 2018:

 

Period   Days     Proportion     Tax Rate     Proportional Rate  
April 1 – December, 2017     275       75.34 %     34 %     25.62 %
January 1 – March 31, 2018     90       24.66 %     21 %     5.18 %
Estimated Annual Effective Rate                             30.8 %

 

At March 31, 2019, the Company had US net operating loss carryforwards of approximately $1,471,898 that may be offset against future taxable income. Of the $1,471,898, $312,284 will begin to expire in 2033. The net losses of $622,526 from the year ended March 31, 2019 and $537,088 from the year ended March 31, 2018 do not have an expiration date. The Company maintains a full valuation allowance on its net deferred tax asset. The net valuation allowance increased by $126,963 and decreased by $298,510 during the years ended March 31, 2019 and 2018, respectively.

 

The approximate cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax asset amount is as follows as of March 31, 2019 and 2018:

 

    March 31, 2019     March 31, 2018  
Deferred tax assets:                
Net operating loss carryforwards   $ 309,099     $ 182,135  
Less: valuation allowance     (309,099 )     (182,135 )
Net deferred tax assets   $ -     $ -  

 

F- 11

 

 

LUCKWEL PHARMACEUTICALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

 

The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended March 31, 2019 and 2018 were as follows:

 

    For the years ended March 31,  
    2019     2018  
Loss before tax   $ (622,526 )   $ (537,088 )
                 
Income tax benefit at U.S. statutory rates     (130,730 )     (165,423 )
Impact of different tax rates in other jurisdictions     -       23,596  
Other non-deductible expenses     3,767       1,614  
True up related to prior year’s NOL     -       210,318  
Reduction of NOL due to the disposal of a subsidiary     -       127,394  
Re-measurement of deferred income tax (a)     -       101,011  
Change in valuation allowance     126,963       (298,510 )
Provision for income taxes   $ -     $ -  

 

  (a) As a result of the 2017 Tax Act enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. The blended tax rate for the year ended March 31, 2018 calculated above is 30.8%.

 

Note 6 – Disposal of a Subsidiary

 

On December 13, 2017, Mr. Kingrich Lee, on behalf of the Company, sold 100% of the ownership of Luckycom Limited, a wholly-owned Hong Kong subsidiary, to Ms. Lijian Li for cash proceeds of $1,255 (net of expenses of $26). The Company recognized a loss of $4,123, net of Hong Kong subsidiary net assets of $5,378. Simultaneously the Hong Kong subsidiary forgave the $219,653 owed by the Company and transferred the amount due from an officer totaled $17,015 to the Company to offset the aggregate amount due to the same officer.

 

Note 7 – Subsequent Events

 

The Company has evaluated subsequent events through July 1, 2019, the date of issuance of the financial statements, and no subsequent events were identified that would have required adjustment or disclosure in the financial statements.

 

  F- 12  
     

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being March 31, 2019. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer who is also Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Because of these multiple roles assumed by our Chief Executive Officer and who is also our Chief Financial Officer, it is impossible to fully segregate duties to ensure that all information required to be disclosed by us in the reports that we file or submit is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” which could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of the fiscal year ended March 31, 2019.

 

  11  
     

 

Management’s Annual Report on Internal Control over Financing Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2019 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2019, our internal control over financial reporting was not effective. The material weaknesses identified related to (i) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (ii) a lack of sufficient documented financial closing policies and procedures; and (iii) a lack of independent directors and an audit committee.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending March 31, 2020 : (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting, and (iii) strengthen our financial team by employing more qualified accountant(s) conversant with US GAAP to enhance the quality of our financial reporting function. The remediation efforts set out in (i), (ii) and (iii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Changes in Internal Controls over Financial Reporting

 

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

 

There have been no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Controls

 

Management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and the Company’s Chief Executive Officer (who is also our Chief Financial Officer) has concluded that the Company’s disclosure controls and procedures are effective at that reasonable assurance level.

 

Item 9B. Other Information

 

None

 

  12  
     

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table contains information with respect to our current executive officers and directors. Our sole officer and director, Mr. Kingrich Lee is resident in Hong Kong and therefore, it may be difficult for investors to effect service of process within the U.S. upon him or to enforce judgments against him obtained from the United States courts.

 

Name   Age   Principal Positions With Us
Kingrich Lee   44   President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, Chairman and Sole Director

 

Kingrich Lee, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director

 

Our sole officer and director, president, Kingrich Lee, has nearly 19 years’ experience in the pharmaceuticals and food industry and 3 years in the capital raising industry. Aside from owning a majority stake in our business, we feel that his experience and skills in the pharmaceuticals industry along with his background in venture capital work makes him suitable for a position as our officer and director.

 

From January 2013 to the present, Mr. Lee has been our sole officer and director. From April 2005 to December 2017, Mr. Lee was a director of the Luckycom Pharma group of companies. From 2003-2004, Mr. Lee was Manager of International Marketing at Holleykin Pharma, in China, a subsidiary of Shenzhen Stock Exchange listed firm Holley Pharma (Stock Code:000607) . From 2001-2003, Mr. Lee started his first own food business, Luckycom & Co.in China. From 1997-2001, Mr. Lee served as Import and Export Executive, later deputy Manager of Star Lake Bioscience Ltd, a Shanghai Stock Exchange listed firm (Stock Code:600866) ,where he developed pharmaceuticals and food markets in 20+ countries in Europe, Asia and America. Mr. Lee earned an Executive Diploma in Merger and Acquisition from the University of Hong Kong, and a Bachelor degree in international economics and trade from the Guangdong University of Finance & Economics.

 

Director Qualifications

 

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. Our Board believes that there are general requirements for service on the Board that are applicable to directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board considers the qualifications of director and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

 

Qualifications for All Directors

 

In its assessment of each potential candidate, including those recommended by the stockholders, the Board will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in light of the current needs of the Board. The Board also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

 

The Board requires that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

 

  13  
     

 

Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole

 

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the Company’s current needs and its business priorities. The Board believes that it should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or a President or like position. Marketing is the core focus of our business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the Board believes that marketing and technology experience should be represented on the Board. The Company plans to be involved in the pharmaceuticals business and therefore the Company’s business also requires compliance with a variety of regulatory requirements and relationships with various governmental entities. Therefore, the Board believes that governmental, political or diplomatic expertise should be represented on the Board.

 

Board Leadership Structure and Role in Risk Oversight

 

Our sole director and officer, Mr Kingrich Lee has held numerous leadership roles as Chief Executive Officer or a President or like position for more than 10 years and has been involved in various capacities in the pharmaceuticals and food business developed numerous markets internationally. Accordingly, we believe that Mr. Lee is well-equipped and qualified to be our Chairman and Chief Executive Officer. Our entire Board has overall responsibility for risk oversight including related party transactions. We have not adopted written policies and procedures specifically for related person transactions.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board.

 

Director Independence

 

Except as reported above, our sole officer and director, Mr. Kingrich Lee, does not hold any directorships in other reporting companies and does not qualify as an “independent director” under the Rules of NASDAQ, Marketplace Rule 4200(a)(15).

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

During the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Committees of the Board

 

We currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our director believe that it is not necessary to have such committees, at this time, because we are still a shell company without operations and the functions of such committees can be adequately performed by the Board of Directors.

 

  14  
     

 

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer and sole director, Mr. Kingrich Lee, at the address appearing on the first page of this annual report.

 

Conflicts of Interest

 

Our Chief Executive Officer and sole director, Mr. Kingrich Lee, is not obligated to commit his full time and attention to our business and, accordingly, he may encounter a conflict of interest in allocating his time between our operations and those of other businesses. In the course of his other business activities, he may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which he owes a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. He may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

 

Mr. Lee owes fiduciary duties in his capacity as director of the following companies:

 

Luckwel PHARMACEUTICALS INC. Nevada

Kingrich Holdings Ltd, Cayman Islands

 

Most of Mr. Lee’s time and energy is spent with us, and we plan to implement our business strategies as stated above.

 

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

 

the corporation could financially undertake the opportunity;
   
the opportunity is within the corporation’s line of business; and
   
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

 

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent. We have not done so as of the date of this annual report.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

As of the date of this report, we are not subject to Section 16(a) of the Securities Exchange Act of 1934.

 

Item 11. Executive Compensation

 

The following table sets forth information with respect to the compensation of each of the named executive officers for services provided in all capacities to Luckwel Pharmaceuticals Inc. in the fiscal years ended March 31, 2019 and March 31, 2018 in their capacity as such officers. No other executive officer or former executive officer received more than $100,000 in compensation in the fiscal years except reported below.

 

  15  
     

 

Position   Year     Salary
($)
    Bonus
($)
    Stock
Awards
($)
    Option
Awards
($)
    Non-equity
Incentive
Plan
Compensation ($)
    All Other
Compensation
($)
    Total
($)
 
Kingrich Lee (1)     2018       224,794                                     224,794  
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, Chairman and Sole Director     2019       267,277                                     267,277  

 

Narrative Disclosure to the Summary Compensation Table

 

Mr. Kingrich Lee has served as our President, Chief Executive Officer, Director, Chief Financial Officer and Treasurer since our inception on January 2, 2013. On October 2, 2015, we entered into a one-year employment agreement with Mr. Kingrich Lee to serve as our Chief Executive Officer. For his services, we agreed to him pay an annual salary of $180,000. On August 3, 2015, we agreed to convert $350,000 debt owed to Mr. Kingrich Lee, into 3,500,000 shares of our common stock. We have fair valued these shares at $420,000 and recognized the $70,000 as the stock based compensation to Mr. Kingrich Lee. On November 1, 2017, we entered into a one-year employment agreement with Mr. Kingrich Lee to continue serving as our Chief Executive Officer. For his services, we agreed to pay him an annual salary of $180,000. Additionally , he shall be entitled to an education allowance for his children who are attending full-time local education from kindergarten to senior secondary levels in any type of school and a housing allowance of $3,000 a month. On November 1, 2018, we entered into another new one-year employment agreement with Mr. Kingrich Lee to continue his employment as our Chief Executive Officer through October 31, 2019. His salary and benefits remain unchanged.

 

Employment Agreements

 

On November 1, 2018, we entered into another new one-year employment agreement with Mr. Lee to continue his employment as our Chief Executive Officer through October 31, 2019. His salary is $180,000 a year. Additionally, he shall be entitled to an education allowance for his children who are attending full-time local education from kindergarten to senior secondary levels in any type of school and a housing allowance of $3,000 a month.

 

Stock Option Grants

 

We have not granted any stock options to the executive officers or directors since our inception.

 

Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of March 31, 2019.

 

    Equity Awards  
Name   Number of
securities
underlying
unexercised
options
(#)
Exercisable
    Number of
securities
underlying
unexercised
options
(#)
Unexercisable
      Equity incentive
plan awards:
number of
securities underlying
unexercised
unearned
options
(#)
      Option
exercise
price
(US$)
      Option
expiration
date
 
Kingrich Lee   -     -       -       -       -  

 

  16  
     

 

Compensation Discussion and Analysis

 

We strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

 

We will consider forming a compensation committee to oversee the compensation of our named executive officers. The majority of the members of the compensation committee would be independent directors.

 

Director Compensation

 

We do not pay any compensation to our sole director at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of July 1, 2019, certain information as to shares of our voting stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

 

  17  
     

 

Name and Address of Beneficial Owner  

Shares

Beneficially

Owned 6

   

Percentage

Beneficially

Owned 7

 

Kingrich Lee 1 2

Level 19, Two International Finance Center, Central, Hong Kong

    5,981,112       4.17 %
All directors and officers as a group (1 person)     5,981,112       4.17 %
                 
Owners of more than 5% of Shares of Common Stock                
Morgold Limited
No. A18 Shen Rong Hao Ting Villa,
Pan Gu Road, Qi Xing Yan Resort
Zhaoqing City
Guangdong Province 526040
The People’s Republic of China
    25,000,000       17.44 %
                 

Lijian Li 1 3

Rm B7-2C, Xin Hi Yuan New World Garden

No. 2 Cai Yun Road, Zhaoqing,

Guangdong, 526040

The People’s Republic of China

    25,145,000       17.54 %
                 
Goldvito Limited
RM B7-2C. Xin Hu Yuan New World Garden
No. 2 Cai Yun Road, Zhaoqing,
Guangdong 526040
The People’s Republic of China
    25,000,000       17.44 %
                 

Yongjian Li 1 4

No. A18

Villa Shen Rong Hao Tong Pan Gu Road,

Qi Xing Yan Resort, Zhaoqing

Guangdong, The People’s Republic of China

    25,085,000       17.50 %
                 

Kingrich Holdings Limited 1 2 5

Level 19, Two International Finance Center, Central, Hong Kong

    75,000,000       52.31 %
                 

Chunyi Queenish Lee 1 5
Flat L, 11F, Tower II,

Eltanin Square Mile, 11 Li Tak Street

Tai Kok Tsui, Kowloon, Hong Kong

    74,925,000       52.26 %

 

(1) On May 3, 2018, we entered into an Intellectual Property Sale and Purchase Agreement (the “Agreement”) with Luckwel Asia Limited (the “Luckwel Asia”, formerly known as Essential Choice Ventures Ltd) to purchase from Luckwel Asia the intellectual property rights to five (5) drugs, comprising three generic medicines used to treat hypertension and high cholesterol and two advanced drug candidates - KL008 for treatment of hypertension and KL009 for treatment of high cholesterol in various stages of being developed and manufactured. Luckwel Asia is a British Virgin Islands corporation whose shareholders comprise Kingrich Holdings Limited, a Cayman Islands corporation (60%), Goldvito Ltd, Seychelles corporation (20%) and Morgold Ltd, a Seychelles corporation (20%). Mr. Kingrich Lee, our Chief Executive Officer, owns one share and his wife, Chunyi Queenish Lee owns 999 shares in Kingrich Holdings Limited and his two sisters, Lijian Li and Yongjian Li are each the sole shareholder of each of Goldvito Ltd and Morgold Ltd, respectively. Pursuant to the Agreement, we paid US$40,000 and issued an aggregate 125,000,000 newly issued restricted shares of our common stock as consideration to Luckwel Asia. On June 12, 2018, the board of Luckwel Asia Limited consented to a dividend in specie of the 125,000,000 fully paid and non-assessable shares of our common stock to the shareholders of Luckwel Asia Limited. – 25,000,000 shares to Morgold Ltd, 25,000,000 shares to Goldvito Ltd, and 75,000,000 shares to Kingrich Holdings Limited.
   
(2) Mr. Kingrich Lee owns 5,906,112 shares of common stock directly and beneficially owns 750,000 shares of common stock indirectly through his 0.1% ownership in Kingrich Holdings Limited. Accordingly, 0.1% of Kingrich Holding Limited’s total shareholdings in the Company is attributed to Mr. Lee. Ownership of shares of our common stock by Mr. Lee does not include ownership of shares of our common stock by his wife, Ms.Chunyi Queenish Lee.
   
(3) Ms. Lijian Li owns 145,000 shares of common stock and 25,000,000 shares of common stock indirectly through Goldvito Ltd, her wholly-owned and controlled Seychelles company. Accordingly, 100% of Goldvito Ltd’s total shareholdings in the Company is attributed to Ms. Li, its sole shareholder.
   
(4) Ms. Yongjian Li owns 85,000 shares of common stock and 25,000,000 shares of common stock indirectly through Morgold Ltd, her wholly-owned and controlled Seychelles company. Accordingly, 100% of Morgold Ltd’s total shareholdings in the Company is attributed to Ms. Li, its sole shareholder.
   
(5) Ms. Chunyi Queenish Lee beneficially owns 74,925,000 shares of common stock indirectly through her 99.9% ownership in Kingrich Holdings Limited. Accordingly, 99.9% of Kingrich Holdings Limited’s total shareholdings in the Company is attributed to Ms. Lee. Ownership of shares of our common stock by Ms. Lee does not include ownership of shares of our common stock by Mr. Kingrich Lee.
   
(6) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity. In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on July 1, 2019, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock, 143,376,000, outstanding on July 1, 2019, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and on exercise of the warrants and options, subject to limitations on conversion and exercise. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
   
(7) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 143,376,000 voting shares as of July 1, 2019.

 

  18  
     

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Other than the transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

 

The Company’s sole officer and director, and a shareholder, Mr. Kingrich Lee, loaned an aggregate of $669,493 in cash during the year ended March 31, 2019. During the comparable year of 2018, Mr. Kingrich Lee loaned an aggregate of $81,757.

 

Accordingly, Mr. Kingrich Lee is owed an aggregate amount of $751,250 and $81,757 as of March 31, 2019 and March 31, 2018, respectively.

 

The amounts were unsecured, non-interest bearing and due on demand.

 

On May 5, 2017, the Company issued an aggregate of 750,000 shares of common stock to Mr. Kingrich Lee in the settlement of the debt owed to Mr. Kingrich Lee in the amount of $327,054 and in exchange of Mr. Kingrich Lee’s investment of $422,946 of cash.

 

On November 1, 2017, we entered into another new one-year employment agreement with Mr. Kingrich Lee to continue his employment as our Chief Executive Officer through October 31, 2018. His salary is $180,000 a year. Additionally, he shall be entitled to an education allowance for his children who are attending full-time local education from kindergarten to senior secondary levels in any type of school and a housing allowance of $3000 a month.

 

On December 13, 2017, Mr. Kingrich Lee, on behalf of the Company, sold to Ms. Lijian Li, his sister, 10,000 shares of stock of the Company’s wholly-owned Hong Kong subsidiary, Luckycom Limited at a purchase price of HKD 1 (approximately $0.13) per share aggregating to HKD 10,000 (approximately $1,281). The disposal loss recorded from the sale was $4,123.

 

On May 3, 2018, we entered into an Intellectual Property Sale and Purchase Agreement (the “Agreement”) with Luckwel Asia Limited (the “Luckwel Asia”, formerly known as Essential Choice Ventures Ltd) to purchase from Luckwel Asia the intellectual property rights to five (5) drugs, comprising three generic medicines used to treat hypertension and high cholesterol and two advanced drug candidates - KL008 for treatment of hypertension and KL009 for treatment of high cholesterol in various stages of being developed and manufactured. Luckwel Asia is a British Virgin Islands corporation whose shareholders comprise Kingrich Holding Ltd, a Cayman Islands corporation (60%), Goldvito Ltd, Seychelles corporation (20%) and Morgold Ltd, a Seychelles corporation (20%). Mr. Kingrich Lee, our Chief Executive Officer and majority shareholder is the sole shareholder of Kingrich Holding Ltd and his two sisters, Lijian Li and Yongjian Li are each the sole shareholder of each of Goldvito Ltd and Morgold Ltd, respectively. Pursuant to the Agreement, we paid US$40,000 and issued an aggregate 125,000,000 newly issued restricted shares of our common stock as consideration to Luckwel Asia.

 

Item 14. Principal Accounting Fees and Services

 

On June 10, 2019, Marcum LLP (“Marcum”) was appointed as the new independent registered public accounting firm for the Company. The decision to appoint Marcum was approved by the Company’s Board of Directors. Marcum LLP and Marcum Berstein Pinchuk LLP (“MBP”) are affiliated firms operating under a common system of internal controls which would include consultation regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on our financial statements or a reportable event. The Company did not consult with Marcum regarding any disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to the satisfaction of MBP, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports. Simultaneously with the appointment of Marcum, on June 10, 2019, MBP was terminated as our independent registered public accounting firm.

 

The following is a summary of the fees billed to us by MBP, for professional services rendered for the fiscal years ended March 31, 2019 and March 31, 2018, respectively:

 

   

Year Ended

March 31, 2019

   

Year Ended

March 31, 2018

 
Audit Fees and Audit Related Fees   $ 51,575     $ 60,650  
Tax Fees     -       -  
All Other Fees     -       -  
Total   $ 51,575     $ 60,650  

 

Pre-Approval Policies and Procedures

 

The Board of Directors pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.

 

  19  
     

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b) Exhibits

 

Exhibit

Number

  Description
3.1   Articles of Incorporation(4)
3.2   Bylaws(1)
3.3   Amendment to Articles of Incorporation(2)
3.4   Certificate of Amendment to Articles of Incorporation (6)
3.5   Amended and Restated By-laws (6)
10.1   Employment Agreement(3)
10.2   Rental Agreement(1)
10.3   Exclusive License Agreement(2)
10.4   Custodian Agreement(2)
10.5   Termination of Custodian Agreement(2)
10.6   Engagement Letter & Agreement(3)
10.7   Termination of Engagement Letter & Agreement(3)
10.8   Amendment No. 1 to Exclusive License Agreement(3)
10.9   Amendment No. 2 to Exclusive License Agreement(5)
10.10   Oral Agreement for Compensation and Loans(4)

10.11

 

Employment Agreement between Kingrich Lee and Luckycom Limited (7)

10.12   Sold Note dated December 13, 2017 (8)
10.13   Instrument of Transfer dated December 13, 2017 (8)
10.14   Intellectual Property Sale and Purchase Agreement dated May 3, 2018 (9)
10.15   Employment Agreement between Kingrich Lee and Luckwel Pharmaceuticals Inc.*
10.16   Servcorp Virtual Office Service Agreement (10)
21.1   List of Subsidiaries*
31.1*   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*   The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 formatted in Extensible Business Reporting Language (XBRL).

 

*Filed herewith.

 

(1) Incorporated by reference to the Registration Statement on Form S-1 filed on April 12, 2013.
(2) Incorporated by reference to the Registration Statement on Form S-1/A filed on July 8, 2013.
(3) Incorporated by reference to the Registration Statement on Form S-1/A filed on September 6, 2013.
(4) Incorporated by reference to the Registration Statement on Form S-1/A filed on October 10, 2013.
(5) Incorporated by reference to the Registration Statement on Form S-1/A filed on January 10, 2014.
(6) Incorporated by reference to the Current Report on Form 8-K filed on April 13, 2018.
(7) Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed on June 27, 2017.
(8) Incorporated by reference to Exhibits 2.1 and 2.2 to the Current Report on Form 8-K filed on December 18, 2017.
(9) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 7, 2018.
(10) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 20, 2018.

 

Item 16. Form 10-K Summary

 

None.

 

  20  
     

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Luckwel Pharmaceuticals Inc.
     
Dated: July 1, 2019 By: /s/ Kingrich Lee
  Name: Kingrich Lee
  Title: Chief Executive Officer (Principal Executive 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.

 

Signature   Title(s)   Date
         
/s/ Kingrich Lee   Chief Executive Officer and Director   July 1, 2019
Kingrich Lee   (Principal Executive Officer)    

 

/s/ Kingrich Lee   Chief Financial Officer   July 1, 2019
Kingrich Lee   (Principal Financial and Accounting Officer)    

 

  21  
     

 

EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is dated as of November 1 2018 by and between Luckwel Pharmaceuticals Inc., a Nevada Company (the “ Company ”) and Kingrich Lee (“ Executive ”).

 

W I T N E S S E T H:

 

WHEREAS, the Company desires to engage Executive as its Chief Executive Officer on the terms and subject to the conditions set forth in this Agreement.

 

WHEREAS, Executive desires to accept employment as the Company’s Chief Executive Officer on the terms and subject to the conditions set forth in this Agreement

 

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:

 

1. Employment and Duties .

 

(a) Subject to the terms and conditions hereinafter set forth, the Company hereby employs Kingrich Lee as its Chief Executive Officer, and he shall have the duties and responsibilities associated with a Chief Executive officer of a public corporation. During the Term (defined hereafter) Executive shall report to the Company’s board of directors. Executive shall also perform such other duties and responsibilities as may be determined by the Company’s board of directors as long as such duties and responsibilities are consistent with those of the Company’s Chief Executive Officer.

 

(b) Executive shall also serve in such executive capacity or capacities with respect to any affiliate of the Company to which he may be elected or appointed, provided that such duties are consistent with those of the Company’s Chief Executive Officer. For purposes of this Agreement, the term “affiliate” shall mean an entity that is controlled by the Company.

 

(c) Unless terminated earlier as provided in Section 5 of this Agreement, this Agreement shall have an initial term (the “ Initial Term ”) commencing as of the November 1, 2018 and expiring on October 31, 2019 and continuing on a year-to-year basis thereafter unless terminated by either party on not less than thirty (30) days’ notice prior to the expiration of the Initial Term or any one-year extension. The Initial Term and the one-year extensions are collectively referred to as the “ Term .”

 

2. Performance . Executive hereby accepts the employment contemplated by this Agreement. During the Term, he shall devote substantially all of his business time to the performance of his duties under this Agreement, and shall perform such duties diligently, in good faith and in a manner consistent with the best interests of the Company.

 

3. Compensation and Other Benefits . For his services to the Company during the Term, the Company shall pay Executive an annual salary (“ Salary ”) at the rate of one hundred eighty thousand U.S. dollars ($180,000), payable in equal monthly installments.

 

3. Reimbursement of Expenses . The Company shall reimburse Executive, upon presentation of proper expense statements, for all authorized, ordinary and necessary out-of-pocket expenses reasonably incurred by Executive during the Term in connection with the performance of his services pursuant to this Agreement; provided however, that Executive shall be required to obtain prior approval from the Company for all expenditures in excess of five thousand U.S. dollars ($5000).

 

 
 

 

4. Employee Benefits .

 

(a) Health and Other Medical . Executive and his spouse shall be eligible to participate in all health and medical employee benefit plans as are available from time to time to other employees of the Company and their families. Pursuant to the Company’s policy, the Company shall pay one hundred percent (100%) of the costs of all such benefits.

 

(b) Vacation . Executive shall be entitled to two (2) weeks of paid vacation and five (5) personal days per year, to be taken in such amounts and at such times as shall be mutually agreed upon by the Company and Executive. Any unused paid vacation or personal days shall not be forfeited and shall carry forward to subsequent years. Executive shall not be entitled to reimbursement for any unused vacation or personal time, except as may be required under law.

 

(c) Savings Plan . Executive shall be eligible to enroll and participate, and be immediately vested in, all Company savings and retirement plans, including, but not limited to, any 401(k) plans, as are available from time to time to other employees.

 

(d) Children Education Allowance . Executive shall be entitled to Children’s education allowance for each of his Children who is attending full-time local education from kindergarten to senior secondary levels in any type of schools. The allowance for each Child will be paid to Executive within 15 days upon the presentation of actual invoices received from the applicable school.

 

For the purpose of this agreement, “Children” or “Child”, as the case may be, shall mean, for eligibility of benefit, the unmarried child/children of Executive, under the age of 21 years, for whom Executive is absolutely financially responsible.

 

(e) Housing Allowance . Executive shall be entitled to a housing allowance of $3,000 a month, payable to Executive at the end of each month.

 

5. Termination of Employment .

 

(a) Automatic Termination . This Agreement and Executive’s employment hereunder shall automatically terminate upon the earlier of: (i) the expiration of this Agreement pursuant to subsection 1(c) of this Agreement, (ii) termination pursuant to this Section 6 or (iii) Executive’s death.

 

(b) Termination by the Company . This Agreement may be terminated by the Company upon thirty (30) days prior written notice to Executive upon the earlier to occur of the following:

 

(i) Disability . This Agreement and Executive’s employment pursuant to this Agreement, may be terminated by the Company in the event of Executive’s Disability. The term “Disability” shall mean any illness, disability or incapacity of Executive which prevents him from substantially performing his regular duties for a period of four (4) consecutive months or one hundred eighty (180) days, even though not consecutive, in any twelve (12) month period.

 

(ii) Cause . The Company may terminate this Agreement and Executive’s employment pursuant to this Agreement for Cause. The term “Cause” shall mean:

 

(A) Any violation of any material provision of this Agreement, habitual absenteeism, bad faith, repeated failure or refusal to perform Executive’s duties pursuant to Section 1 of this Agreement or gross negligence or willful misconduct on the part of Executive in the performance of his duties, provided that the Company has given written notice of and an opportunity of not less than thirty (30) days to cure such breach.

 
 

 

(B) a breach of Section 7, 8 or 9 of this Agreement;

 

(C) a breach of trust whereby Executive obtains personal gain or benefit at the expense of or to the detriment of the Company;

 

(D) Executive’s use of illegal substances;

 

(E) any fraudulent or dishonest conduct by Executive or any other conduct by him, which damages the Company, its parent, any of its subsidiaries or affiliates or their property, business or reputation;

 

(F) a conviction of or plea of nolo contendere by Executive of (i) any felony or (ii) any other crime involving fraud, theft, embezzlement or use or possession of illegal substances; or

 

(G) the admission by Executive of any matters set forth in Section 6(b)(ii)(F) of this Agreement.

 

(H) failure to ensure that the Company’s filings with the Securities and Exchange Commission (the “ SEC ”) are timely; and

 

(I) failure to ensure the accuracy of the Company’s filings with SEC.

 

(d) Termination by Executive .

 

(i) Disability . This Agreement and Executive’s employment pursuant to this Agreement, may be terminated by Executive on not less than thirty (30) days’ prior written notice in the event of Executive’s Disability.

 

(ii) Voluntary termination . This Agreement may be voluntarily terminated by Executive on not less than thirty (30) days’ prior written notice to the Company.

 

(e) Consequences of Termination . Upon termination of Executive’s employment, except for (i) termination for Cause pursuant to subsection 6(b)(ii) or (ii) termination by Executive pursuant to subsection 6(d)(ii), Executive shall be entitled to (A) a payment equal to two (2) months’ salary, or thirty thousand U.S. dollars ($30,000) (the “ Severance ”) and (B) Executive shall be eligible to retain the benefits provided for in Section 5 of this Agreement for a period of six (6) months. The Severance shall be paid, at the Company’s option, either (x) in a lump sum upon termination, with such payments discounted by the U.S. Treasury rate most closely comparable to the applicable time period left in the Agreement or (y) as and when normal payroll payments are made to other employees of the Company. Executive expressly acknowledges and agrees that the Severance shall be in full satisfaction of any and all claims Executive may have with respect to or arising out of Executive’s employment with the Company or relating to or arising out of this Agreement and the termination thereof, including, without limitation, those causes of action arising under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Fair Labor Standards Act of 1938, as amended, the Civil Rights Act of April 9, 1866, the National Labor Management Relations Act, the Occupation Safety and Health Act and the Family Medical Leave Act of 1993. Notwithstanding the foregoing, Executive’s right to receive Severance is contingent upon Executive not violating any of his on-going obligations under this Agreement.

 

7. Trade Secrets and Proprietary Information . Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event Executive is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 7, 8 and 9 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

 

 
 

 

8. Covenant Not To Solicit or Compete .

 

(a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, Executive will not, directly or indirectly:

 

(i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 8 include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of Executive’s employment);

 

(ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of Executive’s employment; or

 

(iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company.

 

(b) Executive acknowledges that the restrictive covenants (the “ Restrictive Covenants ”) contained in Sections 7 and 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

 

9. Non-Disparagement . Commencing on the date hereof and continuing indefinitely, Executive hereby covenants and agrees that he shall not, directly or indirectly, defame, disparage, create false impressions, or otherwise put in a false or bad light the Company, its products or services, its business, reputation, conduct, practices, past or present employees, financial condition or otherwise.

 

10. Injunctive Relief . Executive agrees that his violation or threatened violation of any of the provisions of Sections 7, 8 or 9 of this Agreement shall cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of any of said provisions, Executive consents to the entry of preliminary and permanent injunctions by a court of competent jurisdiction prohibiting him from any violation or threatened violation of such provisions and compelling him to comply with such provisions. In the event an injunction is issued against any such violation by Executive, the period referred to in Section 8 of this Agreement shall continue until the later of the expiration of the period set forth therein or one (1) month from the date a final judgment enforcing such provisions is entered and the time for appeal has lapsed. The provisions of Sections 7, 8, 9 and 10 of this Agreement shall survive any termination of this Agreement and Executive’s employment pursuant to this Agreement.

 

 
 

 

11. Miscellaneous .

 

(a) Authority . Executive represents, warrants, covenants and agrees that he has a right to enter into this Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, and that he will not use, in the performance of his obligations hereunder, any proprietary information of any other party which he is legally prohibited from using.

 

(b) Notice . Any notice, consent or communication required under the provisions of this Agreement shall be given in writing and sent or delivered by hand, overnight courier or messenger service, against a signed receipt or acknowledgment of receipt, or by registered or certified mail, return receipt requested, or telecopier or similar means of communication if receipt is acknowledged or if transmission is confirmed by mail as provided in this Section 11(b), to the parties as follows:

 

If to the Company: Luckwel Pharmaceuticals Inc.
  100 South Saunders Rd, Suite 150
  Lake Forest, IL , 60045 USA
  Attn: Kingrich Lee, CEO
   
If to Executive: Kingrich Lee
  Flat L, 11/F.Tower 2
  ELTANIN TOWER, 11 Li Tak Street
  Kowloon, Hong Kong

 

Either party may, by like notice, change address to which notice is to be sent upon ten (10) days prior written notice.

 

(c) Governing Law . This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of Nevada, without regard to principles of conflicts of laws.

 

(d) Severability . If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law, and any court having jurisdiction may reduce the scope of any provision of this Agreement, including the geographic and temporal restrictions set forth in Section 8(a) of this Agreement, so that it complies with applicable law.

 

(e) Entire Agreement; Amendment . This Agreement constitutes the entire agreement of the Company and Executive as to the subject matter hereof, superseding all prior or contemporaneous written or oral understandings or agreements, including any and all previous employment agreements or understandings, all of which are hereby terminated, with respect to the subject matter covered in this Agreement. This Agreement may not be modified or amended, nor may any right be waived, except by a writing which expressly refers to this Agreement, states that it is intended to be a modification, amendment or waiver and is signed by both parties in the case of a modification or amendment or by the party granting the waiver. No course of conduct or dealing between the parties and no custom or trade usage shall be relied upon to vary the terms of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

(f) Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors, administrators and permitted assigns. Neither party hereto shall have the right to assign or transfer any of its or his rights hereunder except in connection with a merger or consolidation of the Company or a sale by the Company of all or substantially all of its business and assets.

 

 
 

 

(g) Headings . The headings in this Agreement are for convenience of reference only and shall not affect in any way the construction or interpretation of this Agreement.

 

(h) Waivers . No delay or omission to exercise any right, power or remedy accruing to either party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach hereof shall be deemed to be a waiver of any other breach hereof theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in an applicable writing. All remedies afforded to either party under this Agreement, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by such party of any other rights or the seeking of any other rights or remedies against any other party.

 

(i) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures evidenced by facsimile transmission will be accepted as original signatures.

 

[SIGNATURE PAGE FOLLOWS]

 

     

 

 

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.

 

  Luckwel Pharmaceuticals Inc.:
     
  By:
    Kingrich Lee, CEO
     
  Executive:
   
  Kingrich Lee

 

 
 

 

 

Exhibit 21.1

 

List of Subsidiaries

 

None

 

 
 

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Kingrich Lee, certify that;

 

1. I have reviewed this annual report on Form 10-K for the year ended March 31, 2019 of Luckywel Pharmaceuticals Inc. (the “registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 1, 2019  
     
  /s/ Kingrich Lee  
By: Kingrich Lee  
Title: Chief Executive Officer  

 

 
 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Kingrich Lee, certify that;

 

1. I have reviewed this annual report on Form 10-K for the year ended March 31, 2019 of Luckwel Pharmaceuticals Inc. (the “registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 1, 2019

 

  /s/ Kingrich Lee  
By: Kingrich Lee  
Title: Chief Financial Officer  

 

 
 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Luckwel Pharmaceuticals Inc. (the “Company”) on Form 10-K for the year ended March 31, 2019 filed with the Securities and Exchange Commission (the “Report”), I, Kingrich Lee, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of the dates presented and the result of operations of the Company for the periods presented.

 

Dated: July 1, 2019 By: /s/ Kingrich Lee
  Name: Kingrich Lee
  Title: Chief Executive Officer

 

 
 

 

 

Exhibit 32.2

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Luckwel Pharmaceuticals Inc. (the “Company”) on Form 10-K for the year ended March 31, 2019 filed with the Securities and Exchange Commission (the “Report”), I, Kingrich Lee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of the dates presented and the result of operations of the Company for the periods presented.

 

Dated: July 1, 2019 By: /s/ Kingrich Lee
  Name: Kingrich Lee
  Title: Chief Financial Officer