Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars" or "$" refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company's subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders' equity.





Overview

We were an IT-solutions provider that provided a multi-dimensional e-commerce platform to facilitate shopping, business, trade and integrates online & office transactions in a single application through our operating subsidiary MIG Mobile Tech Sdb. Bhd. ("MMT") . Prior to June 2019, we developed and operated a mobile platform designed to consolidate users' cash and connect merchants to consumers by offering a cashless form of transaction, in-app shopping and a user rewards system. On June 2019, we ceased the operation of the platform but continue to maintain our IT solution business operations. For the three months ended October 30, 2021, and 2020, we generated comprehensive losses of $24,887,015 and $64,540, respectively.

On June 20, 2021, the Corporation and Ng Chee Chun, an individual ("Purchaser") entered into that certain Share Sale Agreement pursuant to which the Corporation sold to the Purchaser all shares of MMT held by the Corporation in consideration of Malaysia Ringgit One Thousand. The sale consummated and was registered with the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on August 24, 2021. As a result, MMT is no longer a subsidiary of the Corporation.

On September 27, 2021, the Corporation, certain sellers of shares of our common stock, including our sole executive officer and director Shiong Han Wee (collectively, the "Sellers"), and Moto America, Inc.(the "Buyer") entered into a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the Buyer agreed to purchase from the Sellers an aggregate of 436,482,690 shares of common stock of the Company (the "Common Shares") and 10,000,000 shares of Series A Preferred Convertible Stock (the "Preferred Shares"). The Preferred Stock will be issued to Shiong Han Wee as payment in full of all amounts owed by the Company to Mr. Wee. The sale of the Common Shares and the Preferred Shares is expected to consummate in the near future. The securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

In connection with the sale of such securities, all of the executive officers and directors of the Corporation will resign from their positions with the Corporation and the following individuals will be appointed to serve in the capacities set forth next to their names as described below:

Name            Position

Vance Harrison Chief Executive Officer, President and Director Terina Liddiard Chief Financial Officer, Secretary and Director Taylor Brody Chief Marketing Officer and Director










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The resignations were not due to any disagreement with the Company on any matter related to the Company's operations, policies or practices. All executive officers and directors will also forgive and waive all liabilities due to them from us in connection with such change in control.

On November 18, 2021, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Nevada, changing the name of the Company to MOTOS AMERICA INC. The Amended articles further memorialized a one share for 300 reverse share split of the common and preferred shares outstanding to be effective on December 1, 2021. These actions have yet to be approved by FINRA.

On November 21, 2021, the Company began the process of qualifying with BMW Motorrad North America, Triumph Motorcycles North America, and Ducati North America ("Brands" or "Brand Owners") for the acquisition of three motorsports dealerships in Oregon, USA, and one motorsport dealership in Tennessee, USA. Each of these motorsports dealerships sells and service these three motorcycle Brands. The Company must be qualified as a buyer before entering into binding contracts to acquire any of these dealerships. The Company has received indications of interest from the ownership of these four dealerships that lead the Company to believe that they might be able to reach terms acceptable to both parties whereby the Company may become the owner of such dealerships, provided that the Company is qualified by the Brand Owners, and provided that the Company has sufficient funding to accomplish these acquisitions.

Financial Condition; Going Concern

We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations. We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue our business plan. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan of finding an acquisition partner.

Our financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of October 31, 2021, the Company had working capital deficit of $7,210 and has incurred losses since its inception resulting in an accumulated deficit of $26,322,906. Further losses are anticipated, raising substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The ability to continue as a going concern is dependent upon the Company finding an acquisition partner in the future and/or to obtain the necessary financing to meet its obligations. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.









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Results of Operations



The following table provides selected financial data about our company as of
October 31, 2021 and 2020.



                                       For the Three Month Ended
                                              October 31,
                                           2021             2020
Revenue                              $              -     $       -
Cost of Revenue                                     -             -
Gross Margin                                        -             -

Operating Expense:

General and Administrative Expense             (7,750 )      (7,226 )
Total Operating Expense                        (7,750 )      (7,226 )

Net Income / (Loss) from Operation             (7,750 )      (7,226 )

Other Income /(Expense)
Debt Forgiveness                               36,000             -
Loss on sales of subsidiary               (24,915,265 )           -
Other Expenses                                      -        (6,369 )
                                          (24,879,265 )      (6,369 )
Net Loss                                  (24,887,015 )     (13,595 )
Other Comprehensive Loss:
Translation adjustment                              -       (50,945 )
                                                    -       (62,540 )

Comprehensive Loss                   $    (24,887,015 )   $ (64,540 )

Revenue. There were no revenue generated for the three months period ended October 31, 2021, and 2020.

Gross Profit. There were no gross profit generated for the three months period ended October 31, 2021, and 2020

General and Administrative Expenses. General and administrative expenses were $7,750 and $7,226 for the three months ended October 31, 2021, and 2020, respectively. The general and administrative expenses was primarily the professional fee incurred during the period.









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Net Loss. We recorded a net loss of $24,887,015 and $13,595 for the three months ended October 31, 2021, and 2020, respectively. The substantial net loss incurred is primarily attributable to the loss from the disposal of subsidiary during the period.

Liquidity and Capital Resources





Working Capital



                           October 31,2021       July 31, 2021
Current Assets            $             539     $           542
Current Liabilities                  (7,750 )        (2,322,414 )
Working Capital Deficit   $          (7,211 )   $    (2,321,872 )

We had current assets of $539 consisting solely of cash and cash equivalents as of October 31, 2021. Our current liabilities of $7,750 consisted of other payables and accrued liabilities.

As of July 31, 2021, we had current assets of $542 and current liabilities of $2,322,414. Our current assets consisted solely of cash and cash equivalents. Our current liabilities consisted of $1,248,070 of amount due to related parties, $967,189 of other payables and accrued liabilities, $85,956 of accounts payable and $21,199 of current tax liabilities.





Cash Flows



                                                         Three Months
                                                            Ended          Three Months Ended
                                                         October 31,
                                                             2021           October 31, 2020
Net Cash (Used in) / Provided by Operating Activities   $  (20,763,307 )   $                (2 )
Net Cash Provided by Investing Activities               $            -     $                 -
Net Cash Provided by Financing Activities               $   20,763,304     $                 -

Cash Flow from Operating Activities

During the three months ended October 31, 2021, net cash used in operating activities was $20,763,307 and consisted primarily of a net loss of $24,887,015 and reduction in taxation and deferred tax of $30,435, reduction in amount due to related party of $1,248,070, reduction is account payable of $85,956 and reduction of other payables and accrued liabilities of $959,439, offset by the adjustment to reserve of $6,231,334 and foreign translation reserve of $216,274.

Cash Flow from Investing Activities

During the three months ended October 31, 2021, investing activities provided net cash of $20,753,304 from the additional paid in capital and $10,000 from issuance of preferred stock. No net cash provided or used for during the period ended October 31, 2020









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Financing Requirements

During the twelve-month period following the date of this quarterly report, we anticipate that we will not generate sufficient operating revenue. Accordingly, we will be required to obtain additional financing in order to pursue our plan of operations during and beyond the next twelve months. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or shareholder loans. However, there is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our business plan should we decide to proceed.

We anticipate continuing to rely on equity sales of our common shares and advances from our executive officers and directors in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business operations.

Off-Balance Sheet Arrangements

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 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 conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in note 2 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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.









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