FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Fritzy Tech Inc., unless otherwise indicated.





General Overview

Our company was incorporated in the State of Delaware on March 31, 2014. From inception to December 1, 2017, we were in the business of acquiring, developing, managing and selling residential and commercial income-producing properties in the Cincinnati and Dayton, Ohio metropolitan areas. Our revenue primarily resulted from rental income from the tenants occupying the properties we acquire and from the proceeds of property sales. Since starting our business in March 2014, our company has only acquired one light industrial facility in Dayton, Ohio. All real estate activity has been reclassed to discontinued operations. On December 1, 2017, our building was transferred to our primary shareholder in exchange for assumption of the debt associated with the purchase of the building.

On December 1, 2017, we underwent a change of control and discontinued our real estate business.

On May 8, 2018, we entered into a Capital Contribution Agreement (the "Capital Contribution Agreement") with our principal shareholder, Silverlight International Limited ("Silverlight"). Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, to our company, in exchange for the issuance of an additional 20,000 shares to Silverlight. To determine the number of shares received by Silverlight in connection with such contribution, our company valued the Zshoppers.com assets at $100,000 and divided this amount by a price per share equal to $5, which represents the most recent price per share for trades of our company's stock on the Over-the-Counter Quotation System in which our company's common stock is quoted. In connection with the capital contribution, our company assumed certain ongoing responsibilities of Silverlight for pay the former owner of Zshoppers.com (the "Seller") under its asset purchase agreement for Zshoppers.com (the "Ongoing Obligations"). The Ongoing Obligations consist of a 25% profit share for the Seller for one year from the date of acquisition (the "Payment Period"), plus $1,000 per month for the Payment Period.






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On October 1, 2018, our company disposed of Zhoppers, Inc.

On December 3, 2019 a majority of our stockholders and our board of directors approved a change of name of our company to Fritzy Tech Inc. and a reverse stock split of our issued and outstanding shares of common stock on a sixty (60) old for one (1) new basis. A Certificate of Amendment of Certificate of Incorporation was filed with the Delaware Secretary of State on December 5, 2019 with an effective date of December 16, 2019. The name change and reverse stock split was approved by Financial Industry Regulatory Authority ( FINRA ) with an effective date of December 23, 2019.

The Company is working on relaunching the Zshoppers.com brand under the direct ownership of Fritzy Tech Inc. We are also in the late-stage developments of our plan to launch and market homekout.com.

The address of our principal executive office is 120 High Road, East Finchley, London, England, United Kingdom N2 9ED. Our telephone number is (315) 274-1520. We do not have a corporate website.

We do not have any subsidiaries.

We have not been subject to any bankruptcy, receivership or similar proceeding.





Our Current Business

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States' capital market.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company.

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.






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We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.





Results of Operations

The following summary of our operations should be read in conjunction with our unaudited consolidated financial statements for the nine months ended March 31, 2022 and 2021, which are included herein.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021





Our operating results for three months ended March 31, 2022 and 2021, and the
changes between those periods for the respective items are summarized as
follows:



                              Three Months Ended
                      March 31, 2022       March 31, 2021       Change       %
Operating expenses   $         (4,750 )   $         (3,750 )   $ (1,000 )     27 %
Other expenses       $         (9,000 )   $         (9,001 )   $      1       (0 %)
Net loss             $        (13,750 )   $        (12,751 )   $   (999 )      8 %

Net loss was $13,750 for the three months ended March 31, 2022 as compared to net loss of $12,751 for the three months ended March 31, 2021 mainly attributed to the increase in professional fees under operating expenses.






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Nine Months Ended March 31, 2022 Compared to Nine Months Ended March 31, 2021





Our operating results for nine months ended March 31, 2022 and 2021, and the
changes between those periods for the respective items are summarized as
follows:



                               Nine Months Ended
                      March 31, 2022       March 31, 2021       Change        %
Operating expenses   $        (25,110 )   $        (25,939 )   $    829        (3 %)
Other expenses       $        (27,402 )   $        (50,948 )   $ 23,546       (46 %)
Net loss             $        (52,512 )   $        (76,887 )   $ 24,375       (32 %)

Net loss was $52,512 for the nine months ended March 31, 2022 as compared to net loss of $76,887 for the nine months ended March 31, 2021 mainly attributed to the decrease in other expenses. The decrease in other expenses was mainly attributed to the decrease in amortization on note discount.





Liquidity and Capital



Working Capital



                             March 31, 2022       June 30, 2021       Change        %
Current Assets              $              -     $             -     $       -        -
Current Liabilities         $        225,522     $       173,010     $  52,512       30 %
Working Capital (Deficit)   $       (225,522 )   $      (173,010 )   $ (52,512 )     30 %

The financial statements included in this quarterly report have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements at March 31, 2022 and June 30, 2021, we had an accumulated deficit of $25,525,210 and $25,472,698 of continuing operations, respectively, and retained earnings of $109,905 and $109,905 from discontinued operations, as of March 31, 2022, and June 30, 2021, respectively. We had a working capital deficit (total current liabilities exceeded total current assets) of $225,522 and $173,010, at March 31, 2022 and June 30, 2021, respectively. Our cash balance and revenues generated are not currently sufficient and cannot be projected to cover our operating expenses for the next 12 months from the filing date of this report. These factors among others raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.





Cash Flows



                                                        Nine Months Ended
                                               March 31, 2022       March 31, 2021

Cash Flows used in Operating Activities $ (23,210 ) $ (31,733 ) Cash Flows provided by Financing Activities

             23,210               31,733
Net Changes in Cash During Period             $              -     $              -





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Cash Flows from Operating Activities

Net cash used in our operating activities for the nine months ended March 31, 2022 totaled $23,210, compared to net cash used in our operations for the nine months ended March 31, 2021 of $31,733.

For the nine months ended March 31, 2022, net cash flows used in operating activities was $23,210, consisting of a net loss of $52,512, decreased by net changes in operating liabilities of $29,302.

For the nine months ended March 31, 2021, net cash flows used in operating activities was $31,733, consisting of a net loss of $76,887, decreased by amortization of debt discount of $26,159 and net changes in operating liabilities of $18,995.

Cash Flows from Investing Activities

For the nine months ended March 31, 2022 and March 31, 2021, we had no investing activities.

Cash Flows from Financing Activities

For the nine months ended March 31, 2022, net cash provided by financing activities was $23,210 from advancement from the director for paying off operating expenses on behalf of the Company.

For the nine months ended March 31 2021, net cash provided by financing activities was $26,159 from proceeds from issuance of convertible notes and advancement from the director for paying off operating expenses on behalf of the Company of $5,574.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.





Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

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