You should read the following discussion together with our financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors.





Forward Looking Statements



Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

? discuss our future expectations;





       ?   contain projections of our future results of operations or of our
           financial condition; and


? state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.





Plan of Operations


While we commenced limited operations, at the present time, the Company is considered a shell company as defined in Rule 504 of the Act. One of our principal business objective for the next 12 months and beyond such time will be to achieve meaningful business operations. Alternatively, if we are unable to successfully develop our business, we may seek a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.





Results of Operations


Revenues. During fiscal years ended July 31, 2020 the Company had revenues of $45,248 and $0, respectively. From August 1, 2020 to April 30, 2021, the Company business centered on providing IT services to a small number of clients. Beginning in May 2021, the Company terminated its IT services and has re-focused its operations to provide marketing services to small and median sized businesses.

Costs of Goods Sold. During fiscal years ended July 31, 2021 and July 31, 2020 the Company had costs of goods sold of $17,368 and $0, respectively. Costs of goods sold for the current year end period consists of payroll expenses of $17,368 assigned to costs of goods sold. There was no cost of goods sold for the year ended July 31, 2020 due to no revenues.

Operating Expenses. For the fiscal year ended July 31, 2021, the Company had total operating expenses of $377,143, consisting of $213,535 in research and development (R&D) and $163,608 in general and administrative expenses, respectively. For the fiscal year ended July 31, 2020, the Company had total operating expenses of $79,517, consisting of $0 in R&D and $79,517 in general and administrative expenses. The R&D expenses were software development costs and general and administrative expenses include legal, accounting, audit, and other professional service fees incurred in relation to the Company's reporting obligations under the federal securities laws. The increase in operating expenses for the current fiscal year end was due substantially to R&D cost and to a lesser extent due to an increase in general and administrative, which include legal, accounting and EDGAR filing fees.

Net Loss. For the fiscal year ended July 31, 2021 and 2020, the Company had a net loss of $348,895 and $79,517, respectively, for the reasons discussed above.

Liquidity and Capital Resources

As of July 31, 2021, the Company had working capital deficit of $256,136 compared with a working capital deficit of $177,989 for the prior fiscal year end. The increase in working capital deficit is due to net loss for the current year end coupled with decreased related party advance balance made by the Company's majority shareholders.

The Company can provide no assurances that it can continue to satisfy its cash requirements for at least the next twelve months.





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The following is a summary of the Company's cash flows from operating and financing activities for the years ended July 31, 2021 and 2020:





                                                                 Fiscal          Fiscal
                                                               Year Ended      Year Ended
                                                                July 31,        July 31,
                                                                  2021            2020
Total Net Cash Used by Operating Activities                    $  (299,631 )   $  (158,740 )
Total Net Cash Provided by Financing Activities                $   331,270     $   180,561
Effect of exchange rate change on cash                         $       914     $         -
Net Change in Cash                                             $    32,553     $    21,821




Operating Activities


During the year ended July 31, 2021, the Company had a net loss of $348,895 and after adjusting for lease expenses, increases in prepaid expenses, accounts payable, and decrease in contract liabilities resulted in net cash of $(299,631) being used in operating activities during the year. By comparison, during the year ended July 31, 2020, total operating expenses of $79,517, of which all were general and administrative expenses.





Financing Activities


During the year ended July 31, 2021, the Company received $300,000 of proceeds from the issuance of stock, repayment of $86,728 in loans from two non-affiliates, offset by $55,458 payment on a related loan, which resulted in $331,270 in total net cash provided by financing activities for the period. By comparison, during the year ended July 31, 2020, the Company received $261,885 in advances from the Company's majority shareholder offset by $81,324 in advances to two non-affiliates, which resulted in $180,561 in total net cash provided by financing activities for the period.

Our financial statements reflect the fact that we do not have any sufficient revenue to cover expenses. We are at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Our auditors have issued a going concern opinion on our financial statements.





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Basis of presentation


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company's yearend is July 31.





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.





Cash and Cash Equivalents


The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $54,375 in cash and equivalents as of July 31, 2021 and $21,821 as of July 31, 2020.





Prepaid Expenses


Prepaid Expenses are recorded at fair market value. The Company had $15,260 in prepaid expenses as of July 31, 2021 and $7,677 as of July 31, 2020.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The Company establishes capitalization policy of its assets based on dollar amount that are more than $1,000 in value or if it's estimated useful life exceeds one year. We estimate that the useful life of our equipment is 3 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.





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.

Fair Value of Financial Instruments

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





These tiers include:


Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are

either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists,


         therefore requiring an entity to develop its own assumptions.



The carrying value of cash and the Company's loan from shareholder approximates its fair value due to their short-term maturity.





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Revenue Recognition


The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.





Basic Income (Loss) Per Share


The Company computes income (loss) per share in accordance with FASB ASC 260 "Earnings per Share". Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of July 31, 2021, there were no potentially dilutive debt or equity instruments issued or outstanding.





Comprehensive Income


Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the year ended July 31, 2021, the comprehensive loss was $351,384 which contains the foreign currency translation loss of $2,489.





Stock-Based Compensation



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

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Contractual Obligations



As a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

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