true FY 0001585149

 2023-10-15

 2021-09-24
 2021-09-24

 srt: ScenarioPreviouslyReportedMember

 srt: RevisionOfPriorPeriodReclassificationAdjustmentMember

 srt: ScenarioPreviouslyReportedMember

 2022-02-28

 srt: RestatementAdjustmentMember

 2022-02-28

 2022-02-28

 2021-09-29
 2021-09-29

 2021-09-28

 2021-09-29

 2021-04-19

 DFGC:DavidLazarMember

 DFGC:CustodianVenturesMember

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment No. 1)

 (Mark One)

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

 FOR
THE FISCAL YEAR ENDED: August 31, 2022

 or

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

 For
the transition period from ___________ to ___________

 COMMISSION
FILE NO. 333-194070

 (Exact
name of registrant as specified in its charter)

 Nevada

 (State
or other jurisdiction of incorporation)

 6770

 (Primary
Standard Industrial Classification Code Number)

 80-0922058

 (IRS
Employer Identification No.)

 1185
Avenue of the Americas, 3 rd
 Floor

 New
York, New York 10036

 646 - 768-8417

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

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 None

 N/A

 N/A

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

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

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

 EXPLANATORY
NOTE

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

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

 1.
 Series
 A Preferred Stock:

 The
 Form 10-Q for the quarter concluding on February 28, 2021, indicates under Note 6 – subsequent events, on April 19, 2021, the
 Company's designation of 10,000,000 shares of a new class of Series A Preferred Stock with a par value of $0.0001, awarded
 to Custodian Ventures against a $4,450 judgment and as reimbursement for services rendered and monies loaned to the Company.

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

 The
 Original 10-K has failed to include such Preferred Stock in the financial statements and relevant notes.

 The
 Company accounted this recognition of preferred stock as equity transaction and accordingly the par value of preferred stock adjusted
 against additional paid in capital account.

 Consequently,
 in the Form 8-K dated June 30, 2021, under Item 5.01 Changes in Control of Registrant, it's delineated that through private
 transactions conducted on June 28, 2021, the 10,000,000 shares of Preferred Stock were transferred from Custodian Ventures, LLC to
 specified Purchasers for a consideration of $260,000, sourced from the Purchasers' personal funds.

 2.
 Loan
 from Shareholder and Notes Payable Related Parties:

 Pertaining
 to the aforementioned private transaction on June 28, 2021, as documented in the 8-K filed on June 30, 2021, the previous controlling
 shareholder of the Company (the "Previous controlling shareholder"), David Lazar, released the Company from all debts
 owed to him.

 However,
 Loan from Shareholder totalling USD 14,215, and Notes Payable Related Parties totalling USD 12,795, which are owed to David Lazar
 and Custodian Ventures, appear to persist inconsistently on Form 10-K for the fiscal year ended August 31, 2021, and in successive
 filings despite the waiver. Rectification action is required and hereby corrected and rectified in this Amended 10-K.

 The
 Company accounted this recognition of removal of liabilities against additional paid in capital account.

 3.
 Total
 Number of Common Stock:

 Reflected
 in the Form 8-K filed on September 29, 2021, the Company adapted its articles of incorporation on September 24, 2021, by instituting
 a reverse split of its common stock at a rate of 1 for 100, necessitating the adjustment of the number of shares issued to 110,200
 from the initially stated 11,020,000.

 On
 September 29, 2021, FINRA declared the Reverse effective.

 The
 Company has increased the number of authorized shares of common stock from 75,000,000 to 500,000,000, along with the Reverse action.

 The
 Original 10-K has failed to recognised the effect of the Reverse Split. Rectification action is required and hereby corrected and
 rectified in this Amended 10-K.

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

 PART
I

 Item
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Report
of Independent Registered Public Accounting Firm

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

 Opinion
on the Financial Statements

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

 Matter
of Restatement

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

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

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

 Basis
for Opinion

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

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

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

 Critical
Audit Matter

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

 We
determined that there are no critical audit matters.

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

 We
have served as the Company's auditor since 2021

 Lakewood,
CO

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

 Report
of Independent Registered Public Accounting Firm

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

 Opinion
on the Financial Statements

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

 Matter
of Restatement

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

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

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

 Basis
for Opinion

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

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

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

 Critical
Audit Matter

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

 We
determined that there are no critical audit matters.

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

 We
have served as the Company's auditor since 2021

 Lakewood,
CO

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

 BALANCE
SHEETS

 2022

 2021

 August 31,

 2022

 2021

 ASSETS

 Total Assets

 $
 -

 $
 -

 LIABILITIES & STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable

 $
 3,719

 $
 3,719

 Loan from shareholder

 18,387

 11,816

 Notes payable related parties

 -

 -

 Total liabilities

 22,106

 15,535

 Commitments and Contingencies

 -

 -

 Stockholders' Equity

 Common stock, Par Value $ 0.001, 500,000,000
 shares authorized; 110,200
 and 11,020,000 issued and outstanding as of August 31, 2022 and August 31, 2021, respectively (1)

 Series A Preferred Stock, Par Value of $ 0.0001, 10,000,000
 issued and outstanding as of August 31, 2022 and August 31, 2021, respectively. Each share of Series A Preferred Stock is convertible
 into 10 shares of common stock

 Additional paid in capital

 Accumulated deficit

 ( 95,528
)

 ( 88,957
)

 Total Stockholders' (Deficit)

 ( 22,106
)

 ( 15,535
)

 Total Liabilities and Stockholders' (Equity)

 $
 -

 $
 -

 (1)

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

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

 STATEMENTS
OF OPERATIONS

 2022

 2021

 Year
 Ended August 31,

 2022

 2021

 Revenue

 $
 -

 $
 -

 Operating Expenses:

 Administrative expenses -related party

 6,571

 22,611

 Total operating expenses

 6,571

 22,611

 (Loss) from operations

)

)

 Other expense

 Other (expense) net

 -

 -

 Income (loss) before provision for income taxes

)

)

 Provision for income taxes

 -

 -

 Net (Loss)

 $
)

 $
)

 Basic and diluted earnings(loss) per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average number of shares outstanding

 110,200

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

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY

 Shares

 Value

 Shares

 Value

 Capital

 Accumulated

Deficit

 Equity

 Common Stock

 Preferred Stock

 Additional Paid-in

 Total Stockholders'

 Shares

 Value

 Shares

 Value

 Capital

 Accumulated

Deficit

 Equity

 Balance, August 31, 2019

 $

 -

 -

 $
 35,392

 $
 ( 64,346
)

 ( 17,934
)

 Net loss

 -

 -

 -

 -

 -

 ( 2,000
)

 ( 2,000
)

 Balance, August 31, 2020

 $

 -

 -

 $
 35,392

 $
 ( 66,346
)

 $
 ( 19,934
)

 Series A Preferred Stock,
designation on April 19, 2021

 -

 -

 ( 10,000
)

 -

 -

 Waiver of liabilities

 -

 -

 -

 -

 27,010

 -

 27,010

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance, August 31, 2021

 $

 $

 $
 ( 88,957
)

 $
 ( 15,535
)

 Balance

 $

 $

 $
 ( 88,957
)

 $
 ( 15,535
)

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance, August 31, 2022

 110,200 (1)

 $

 $

 $
 ( 95,528
)

 $
 ( 22,106
)

 Balance

 110,200

 $

 $

 $
 ( 95,528
)

 $
 ( 22,106
)

 (1)

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

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

 STATEMENTS
OF CASH FLOWS

 2022

 2021

 Year Ended August 31,

 2022

 2021

 Cash Flows From Operating Activities:

 Net loss

 $
)

 $
)

 Changes in operating assets and liabilities

 Accounts payable

 -

 -

 Net cash provided by (used for) operating activities

)

)

 Cash Flows From Investing Activities:

 Net cash provided by (used for) investing activities

 -

 -

 Cash Flows From Financing Activities:

 Net cash provided by (used for) financing activities

 6,571

 22,611

 Net Increase (Decrease) In Cash

 -

 -

 Cash At The Beginning Of The Period

 -

 -

 Cash At The End Of The Period

 $
 -

 $
 -

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for taxes

 $
 -

 $
 -

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

 NOTE
1 – Restatement

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

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

 Schedule
of Restatement of Consolidated Financial Statements

 Balance
Sheets

 As Previously

 Effect of

 As

 Reported

 Restatement

 Restated

 Series A Preferred Stock, Par Value of $ 0.0001, 10,000,000 issued and outstanding as of August 31, 2022. Each share of Series A Preferred Stock is convertible into 10 shares of common stock

 $
 -

 $

 $

 Additional paid in capital

 $
 35,392

 $
 17,010

 $

 Loan from shareholder

 $
 32,602

 $
 ( 14,215
)

 $
 18,387

 Notes payable related parties

 $
 12,795

 $
 ( 12,795
)

 $
 -

 Statements
of Operations

 As Previously

 Effect of

 As

 Reported

 Restatement

 Restated

 Weighted average number of shares outstanding

 10,909,800

 110,200

 Statements
of Cash Flows

 No
change

 Common
Stock

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

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

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

 Preferred
Stock

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

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

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

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

 Related
Party Notes Payable

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

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

 PART
II

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 31.1

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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 SIGNATURES

 In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Dated:
 December 15, 2023

 By:

 /s/
 Chan Yit Wei

 Chan
 Yit Wei

 Chief
 Executive Officer

 (Principal
 Executive Officer)