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, 2022 and 2021, the Company had revenues of $0 and $45,248, 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. We did not receive any revenues from our new business model during the current fiscal year end.

Costs of Goods Sold. During fiscal years ended July 31, 2022 and 2021, the Company had costs of goods sold of $0 and $17,368, respectively. Costs of goods sold for the year ended July 31, 2021 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, 2022 due to the lack of revenues.




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Operating Expenses. For the fiscal year ended July 31, 2022, the Company had total operating expenses of $380,723, consisting of $258,764 in research and development (R&D) and $121,959 in general and administrative expenses, respectively. For the fiscal year ended July 31, 2021, the Company had total operating expenses of $377,143, consisting of $213,535 in R&D and $163,608 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. There was slight increase in operating expenses for the current fiscal year. There was $45,229 increase in R&D cost but $41,649 decrease in general and administrative expenses in current year due to the larger portion of payroll expenses allocated to R&D and smaller portion to G&A.

Net Loss. For the fiscal year ended July 31, 2022 and 2021, the Company had net losses of $380,650 and $348,895, respectively, for the reasons discussed above.

Liquidity and Capital Resources

As of July 31, 2022, the Company had working capital deficit of $561,224 compared with a working capital deficit of $256,136 for the prior fiscal year end. The increase in working capital deficit is primarily due to losses incurred by the Company during the current fiscal year.

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

The following is a summary of the Company's cash flows from operating and financing activities for the years ended July 31, 2022 and 2021:



                                                                 Fiscal          Fiscal
                                                               Year Ended      Year Ended
                                                                July 31,        July 31,
                                                                  2022            2021
Total Net Cash Used by Operating Activities                    $  (370,350 )   $  (299,631 )
Total Net Cash Provided by Financing Activities                $   336,327     $   331,270
Effect of exchange rate change on cash                         $      (841 )   $       914
Net Change in Cash                                             $   (34,864 )   $    32,535



Operating Activities

During the year ended July 31, 2022, the Company had a net loss of $380,650 and after adjusting for lease expenses, increases in prepaid expenses, and accounts payable, resulted in net cash of $370,350 being used in operating activities during the year. By comparison, during the year ended July 31, 2021, the Company had used $299,631 in operating activities.

Financing Activities

During the year ended July 31, 2022, the Company received $336,327 from the advances from the related party, resulting in total net cash of $336,327 provided by financing activities for the period. By comparison, 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.

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 $19,511 in cash and equivalents as of July 31, 2022 and $54,375 as of July 31, 2021.

Prepaid Expenses

Prepaid Expenses are recorded at fair market value. The Company had $212 in prepaid expenses as of July 31, 2022 and $15,260 as of July 31, 2021.

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, 2022, 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, 2022, the comprehensive loss was $366,104 which contains the foreign currency translation gain of $14,547.

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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