None
|
Securities
registered under Section 12(b) of the Exchange Act
|
|
None
|
Securities
registered under Section 12(g) of the Exchange Act
|
Large
accelerated filer
|
☐
|
|
Accelerated
filer
|
☐
|
|
|
|
|
|
Non-accelerated
filer
|
☐
|
|
Smaller
reporting company
|
☑
|
|
|
|
||
(Do not
check if a smaller reporting company)
|
Emerging
growth company
|
☐
|
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Page
|
|
|
|
PART
I
|
|
|
|
|
|
Item
1.
|
Description of
Business.
|
4
|
Item
1A.
|
Risk
Factors.
|
6
|
Item
1B.
|
Unresolved Staff
Comments.
|
6
|
Item
2
|
Properties.
|
6
|
Item
3.
|
Legal
proceedings.
|
6
|
Item
4.
|
Mine
Safety Disclosures.
|
6
|
|
|
|
PART
II
|
|
|
|
|
|
Item
5.
|
Market
for Common Equity and Related Stockholder Matters.
|
7
|
Item
6.
|
Selected Financial
Data.
|
8
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
8
|
Item
7A.
|
Quantitative and
Qualitative Disclosures About Market Risk.
|
9
|
Item
8.
|
Financial
Statements and Supplementary Data.
|
9
|
Item
9.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
10
|
Item 9A
(T).
|
Controls and
Procedures.
|
10
|
Item
9B.
|
Other
Information.
|
10
|
|
|
|
PART
III
|
|
|
|
|
|
Item
10
|
Directors,
Executive Officers, Promoters and Control Persons of the
Company.
|
11
|
Item
11.
|
Executive
Compensation.
|
12
|
Item
12.
|
Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.
|
13
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
13
|
Item
14.
|
Principal
Accounting Fees and Services.
|
13
|
|
|
|
PART
IV
|
|
|
|
|
|
Item
15.
|
Exhibits
|
14
|
|
|
|
Signatures
|
15
|
|
|
|
|
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
Balance
Sheets as of April 30, 2019 and April 30, 2018
|
|
F-3
|
Statements of
Operations for the years ended April 30, 2019 and April 30,
2018
|
|
F-4
|
Statement of
Changes in Stockholders’ Equity as of
April 30, 2019 and April 30,
2018
|
|
F-5
|
Statements of Cash
Flows for the year ended April 30, 2019 and April 30,
2018
|
|
F-6
|
Notes
to Financial Statements
|
|
F-7
|
ASSETS
|
April 30,
2019
|
April 30,
2018
|
Current
Assets
|
|
|
Cash
|
$
-
|
7,257
|
Prepaid
expenses
|
-
|
950
|
Total
Current Assets
|
$
-
|
8,207
|
|
|
|
Fixed
Assets
|
|
|
Equipment and
furniture, net
|
$
-
|
21,286
|
Total
Fixed Assets
|
$
-
|
21,286
|
|
|
|
Total
Assets
|
$
-
|
29,493
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
Liabilities
|
|
|
Current
Liabilities
|
|
|
Accounts
Payable
|
1,899
|
8,500
|
Customer
Deposits
|
8,700
|
7,000
|
Short
Term Loans
|
16,763
|
-
|
Related
Party Loan
|
17,790
|
10,563
|
Total
Current Liabilities
|
$
45,152
|
26,063
|
|
|
|
Total
Liabilities
|
$
45,152
|
26,063
|
|
|
|
Stockholder’s
Equity
|
|
|
Common stock, par
value $0.001; 75,000,000 shares authorized,5,035,000 and 5,035,000
shares issued and outstanding
|
5,035
|
5,035
|
Additional paid in
capital
|
38,665
|
38,665
|
Accumulated
deficit
|
(88,852
)
|
(40,270
)
|
Total
Stockholder’s Equity
|
$
(45,152
)
|
3,430
|
|
|
|
Total
Liabilities and Stockholder’s Equity
|
$
-
|
29,493
|
|
Year
ended
April 30,
2019
|
Year
ended April 30, 2018
|
|
|
|
REVENUES
|
$
14,150
|
15,200
|
Cost of
Revenues
|
-
|
11
|
Gross
Profit
|
14,150
|
15,189
|
|
|
|
OPERATING
EXPENSES
|
|
|
General and
Administrative Expenses
|
62,732
|
54,645
|
TOTAL
OPERATING EXPENSES
|
(62,732
)
|
(54,645
)
|
|
|
|
NET
LOSS FROM OPERATIONS
|
(48,582
)
|
(39,456
)
|
|
|
|
PROVISION FOR
INCOME TAXES
|
-
|
-
|
|
|
|
NET
LOSS
|
$
(48,582
)
|
(39,456
)
|
|
|
|
NET
LOSS PER SHARE: BASIC AND DILUTED
|
$
(0.00
)
|
(0.00
)
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND
DILUTED
|
5,035,000
|
3,825,623
|
|
|
|
|
Common
Stock
|
Additional
Paid-in
|
Deficit
Accumulated
|
Total
Stockholders’
|
|
|
Shares
|
Amount
|
Capital
|
|
Equity
|
|
|
|
|
|
|
Balance, April 30,
2017
|
3,000,000
|
$
3,000
|
$
-
|
$
(814
)
|
$
2,186
|
|
|
|
|
|
|
Shares issued for
cash
|
2,035,000
|
2,035
|
38,665
|
-
|
40,700
|
|
|
|
|
|
|
Net (loss) for the period ended
April 30,
2018
|
-
|
-
|
-
|
(39,456
)
|
(39,456
)
|
|
|
|
|
|
|
Balance,
April 30,
2018
|
5,035,000
|
$
5,035
|
$
38,665
|
$
(40,270
)
|
$
3,430
|
|
|
|
|
|
|
Net (loss) for the
period ended April 30,
2019
|
-
|
-
|
-
|
(48,582
)
|
(48,582
)
|
|
|
|
|
|
|
Balance,
April 30,
2019
|
5,035,000
|
$
5,035
|
$
38,665
|
$
(88,852
)
|
$
(45,152
)
|
|
|
Level
1:
|
defined
as observable inputs such as quoted prices in active
markets;
|
Level
2:
|
defined
as inputs other than quoted prices in active markets that are
either directly or indirectly observable;
|
Level
3:
|
defined
as unobservable inputs in which little or no market data exists,
therefore requiring an entity to develop its own
assumptions.
|
|
For the
Year Ended
|
For the
Year Ended
|
|
April
30, 2019
|
April
30, 2018
|
|
|
|
Income
tax at federal statutory rate
|
21.00%
|
34.00%
|
Valuation
allowance
|
(21.00)%
|
(34.00)%
|
Income
tax expense
|
-
|
-
|
|
As of
April 30, 2019
|
As of
April 30, 2018
|
Non-current
deferred tax assets:
|
|
|
Net
operating loss carryforward
|
$
18,659
|
13,692
|
Valuation
allowance
|
$
(18,659
)
|
(13,692
)
|
Net
deferred tax assets
|
$
-
|
-
|
|
|
|
|
Name
|
Age
|
Position
|
Since
|
Craig
A. Huffman
|
53
|
President, Chief
Executive Officer, Treasurer, Chief Financial Officer and Director
of the Company
|
April
28, 2019
|
|
|
|
|
E. Lee
Spence
|
72
|
Director
|
June
26, 2019
|
|
|
|
|
|
|
|
|
|
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings ($)
|
All
Other Compensations ($)
|
Totals
($)
|
Ajay
Rajendran, President, Chief Executive Officer, Treasurer, and
Director
|
2018-Jan. 26,
2019
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Craig
A. Huffman, President, Chief Executive Officer, Treasurer and
Director
|
April
28, 2019- Present
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Beneficial Name of
Owner
|
No. of
Shares
|
Percentage of
Ownership
|
|
J. D.
Brammer (
Subject to Escrow Agent
and CEO Control for cancellation
)
|
8,200,000
|
74%
|
Exhibit No.
|
Description
|
|
|
|
|
|
|
101.INS
|
XBRL
Instance Document.
|
|
|
101.SCH
|
XBRL
Taxonomy Extension Schema.
|
|
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase.
|
|
|
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase.
|
|
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase.
|
|
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase.
|
|
Treasure
& Shipwreck Recovery, Inc.
|
|
|
|
|
|
|
|
Date: August 16,
2019
|
By:
|
/s/ Craig Huffman
|
|
|
Craig
Huffman
Acting Chief
Executive Officer and Principal Accounting
Officer
(Principal
Executive Officer and Principal Accounting Officer)
|
1.
|
I have reviewed
this Annual Report on Form 10-K of Treasure & Shipwreck
Recovery, Inc.;
|
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(s) 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:
|
5.
|
The
registrant’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and to
the audit committee of the Registrant’s board of directors
(or persons performing the equivalent functions):
|
/s/ Craig Huffman
|
|
CERTIFICATION
PURSUANT TO
|
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
|
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
|
/s/ Craig Huffman
|
|
Craig
Huffman
|
|
Acting
Chief Executive Officer and Principal Accounting
Officer
|
|
(Acting Principal
Executive Officer and Principal Accounting Officer)
|