The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual 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 Report. Our audited financial statements are stated in U.S. Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





Company Overview

QLY Biotech Group Corp. (Former name: Azar International Corp.) ("the Company" or "QLY"), was incorporated in the State of Nevada on September 20, 2018. The Company was used to engaged in the tourism. The company used to organize individual and group sailing tours in the Dominican Republic. Services and itineraries were used to be provide by our company include custom packages according to the client's specifications. And we used to develop and offer our own sailing tours in the North part of Dominican Republic as well as third-party suppliers.

The Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - "Risk Factors".





Results of Operations

For the year ended August 31, 2022 compared with the year ended August 31, 2021





Revenue

The Company generated revenue of $0 for the year ended August 31, 2022 as compared to revenue of $4,000 for the year ended August 31, 2021. The revenue before is from former owner. Now the management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A "Risk Factors."





Cost of revenues

Cost of revenues of $0 and $1,400 for the year ended August 31, 2022 and 2021, respectively.





Operating Expenses

Operating expenses of $14,112 and $32,103 for the year ended August 31, 2022 and 2021, that were mainly consist of professional fees such as audit fees and edgar filing fee. Such decrease was mainly derived from advisory fee.





Net Loss

The net loss of $14,112 and $29,503 for the year ended August 31, 2022 and 2021, respectively. The decrease was mainly derived from the advisory fees.

Liquidity and Capital Resources

As of August 31, 2022 and 2021, we had working capital deficit of $0 and $7,953, respectively. The decrease in working capital deficit was reflected in the repayment from the former director. The Company's net loss of $14,112 and net loss of $29,503 for the years ended August 31, 2022 and 2021, respectively.

Cash Flow from Operating Activities

Net cash used in operating activities for the year ended August 31, 2022 was $14,210 as compared to net cash used in operating activities of $26,265 for the year ended August 31, 2021, reflecting a decrease of $12,055. Such decrease was due to the Company incurred a lower net loss in current year.

Cash Flow from Investing Activities

Net cash provided by investing activities for the year ended August 31, 2022 and 2021, was $0 and $0, respectively.

Cash Flow from Financing Activities

Net cash generated from financing activities for the year ended August 31, 2022 was $9,041 as compared to net cash generated from financing activities of $3,800 for the year ended August 31, 2021, reflecting an increase of $5,241. Such increase was mainly due to the Former director agreed to waive the amount due to him at July 8, 2022 and the Company agreed to assign the Computer and Designer (that were acquired by the Company on September 30, 2019 and November 1, 2019, respectively) to the former director.






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We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and needs additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may affect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.





Critical accounting estimates



Use of estimates

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.





Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.





Revenue recognition

The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:





    1.  Identify the contract(s) with a customer;
    2.  Identify the performance obligations in the contract;
    3.  Determine the transaction price;
    4.  Allocate the transaction price to the performance obligations in the
        contract; and
    5.  Recognize revenue when (or as) the entity satisfies a performance
        obligation.

The Company had generated zero revenue during the year ended August 31, 2022.





Income taxes

The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the statements of comprehensive loss as income tax expense.





Earnings per share

The Company computes earnings per share ("EPS") in accordance with ASC Topic 260, "Earnings per share". Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 2022 and 2021 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.





Related party transaction

A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.






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Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.





Going Concern

The independent registered public accounting firm auditors' report accompanying our August 31, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Off-Balance Sheet Arrangements

As of August 31, 2022, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

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