Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion should
be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following
discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors, Cautionary Notice
Regarding Forward-Looking Statements and Business sections in this Form 10-K. We use words such as “anticipate,” “estimate,”
“plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could,” and similar expressions to identify
forward-looking statements.
Our audited financial statements
are stated in United States Dollars and are prepared in accordance with Generally Accepted Accounting Principles of the United States
of America (the U.S. GAAP)
Overview
We are currently a “shell
company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company. We were
incorporated in the State of Nevada on June 13, 2012. Our current business office is located at 20 Holbeche Road, Arndell Park NSW, Australia.
Our telephone number is +61-02 9672 1899.
We were initially an exploration
stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that originally
intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor
appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. We then began exploring
opportunities in the computer gaming and application industry.
We engaged in computer game
development until October 13, 2016, when control of our company changed pursuant to a share purchase agreement and a spin-off agreement.
On October 26, 2016, our corporate name was changed from “Steampunk Wizards, Inc.” to "Tianci International, Inc."
The name change was effected on November 27, 2016, pursuant to Nevada Revised Statutes Section 92A.180 in connection with the merger of
us into our then subsidiary, Tianci International Inc.
On August 3, 2017, we entered
into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”), the record holder of 4,397,837 common
shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company, and Chuah Su Chen and Chuah Su Mei (collectively,
the “Purchasers”, and together with the Company and the Seller, the “Parties”). Pursuant to the SPA, the Seller
sold to the Purchasers and the Purchasers acquired from the Sellers the Shares for a total gross purchase price of Three Hundred Fifty
Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017. The Purchasers used personal funds to acquire the Shares.
Upon the consummation of the
sale, Ms. Cuilian Cai resigned from her positions as director, Chief Executive Officer and Chief Financial Officer of the Company. Her
resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or
practices. Chuah Su Chen and Chuah Su Mei were appointed to serve in the positions set forth next to their names below:
Name Position
Chuah Su Chen Director, Chief Financial Officer and Secretary
Chuah Su Mei Director, Chief Executive Officer and President
Chuah Su Chen and Chuah Su Mei are sisters.
We are in active discussions
with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will
be able to successfully acquire such company or any company in the near future.
Effective August 6, 2021,
Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our
Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common
stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000)
(the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and
are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital.
As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine
the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approval of the
Company’s stockholders.
Upon the closing of the Transaction,
on August 26, 2021, each of Chuah Su Chen, Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers of the Company,
resigned from his or her positions with the Company. The resignations were not due to any dispute or disagreement with the Company on
any matter relating to the Company's operations, policies or practices. Each of the foregoing former officers and directors also forgave
all amounts due to them from the Company in connection with the closing of the Transaction.
Concurrently with such resignation,
the following individuals were appointed to serve in the offices set forth next to his name until the next annual meeting of stockholders
of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation
or removal.
Name Office
Shufang Gao Director
David Wei Fang Director
Jack Fan Liu Independent director
Yee ManYung Independent director
Jimmy Weiyu Zhu Independent director
None of the directors or executive
officers has a direct family relationship with any of the Company’s directors or executive officers. Each officer and director will
serve in his positions without compensation. The Company plans to enter into compensatory arrangements with its officers and directors
in the future.
Limited Operating History; Need for Additional Capital
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.
There is no historical financial
information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot
guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns.
We do not believe we have sufficient funds to operate our business for the next 12 months.
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, develop or expand our operations. 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
or we may be forced to cease operations.
Going Concern
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 July 31, 2022, the Company had working capital deficiency of $222,887 and
has incurred losses since its inception resulting in an accumulated deficit of $1,700,154. Further losses are anticipated in the development
of the business, 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 generating profitable operations in the future and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance
operating costs over the next twelve months with loans from directors and/or private placements of common stock.
Results of Operations
The following tables provide selected financial
data about our company as of and for the years ended July 31, 2022 and 2021.
Balance Sheet Data
Summary Income Statement Data
Year Ended
Net Revenue $ – $ – $ –
Revenue. During
the fiscal years ended July 31, 2022 and 2021, we did not generate any revenues.
Operating Expenses.
Operating expenses were $247,743 and $63,003 for the years ended July 31, 2022 and 2021, respectively. Operating expenses mainly consisted
of professional fees, executive compensation and office and miscellaneous expenses. The increase in operating expenses resulted primarily
from an increase in professional fees and executive compensation.
Loss from Operations. For
the years ended July 31, 2022, and 2021, we incurred a loss from operations of $247,743 and $63,003, respectively. The
increase in loss from operations was attributable to the increase in our operating expenses.
Other Expenses. Other
expenses for year ended July 31, 2021, consisted of $11,381 for an income tax penalty.
Net Loss. For
the years ended July 31, 2022, and 2021, we incurred a net loss of $247,743 and $74,384, respectively. The increase in net loss was primarily
attributable to the increase in our operating expenses.
Liquidity and Capital Resources
Working Capital
As of July 31, 2022, we had
working capital deficit of $223,137 as compared to working capital deficit of $325,110 as of July 31, 2021. The decrease in working capital
deficit was mainly due to a decrease in amounts due to related parties for the payment of operating expenses.
Cash Flows
Year Ended
Cash used in operating activities $ (206,390 ) $ (74,248 )
Cash provided by investing activities – –
Net change in cash and cash equivalents $ 5,049 $ (17 )
Cash Flow from Operating Activities
During the year ended July
31, 2022, net cash used in operating activities was $206,390, compared to $74,248 for the year ended July 31, 2021. The increase in net
cash used in operating activities was mainly due to the increase in net loss offset
by a decrease in accounts payable and accrued liabilities, prepaid expenses and an increase in prepaid management fees.
Cash Flow from Investing Activities
During the years ended July
31, 2022, and 2021, we had no cash flow from investing activities.
Cash Flow from Financing Activities
During the year ended July
31, 2022, net cash provided by financing activities was $211,439, compared to $74,231 for the year ended July 31, 2021. The increase in
net cash provided by financing activities was mainly due to the increase in proceeds from related parties.
Off-Balance Sheet Arrangements
We do not have any 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 investors.
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 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 3 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting
company”, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
TIANCI INTERNATIONAL, INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID 2851) F-2
Statements of Operations for the years ended July 31, 2022 and 2021 F-4
Statements of Cash Flows for the years ended July 31, 2022 and 2021 F-6
Notes to Financial Statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Shareholders of
Tianci International, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Tianci International, Inc. (the “Company”) as of July 31, 2022 and 2021, the related statements of operations, stockholders’
deficit, and cash flows for the years ended July 31, 2022 and 2021, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company at July 31, 2022 and 2021, and the results of its operations and its cash flows for
the years ended July 31, 2022 and 2021, in conformity with the U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has not
yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability
to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ KCCW Accountancy Corp.
We have served as the Company’s
auditor since 2017.
Diamond Bar, California
October 29, 2022
TIANCI INTERNATIONAL, INC.
BALANCE SHEETS
ASSETS
Current Assets
Prepaid compensation 11,500 –
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities $ 50,499 $ 9,896
Commitments and Contingencies – –
SHAREHOLDERS' DEFICIT
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 22,250 $ 17,951
The accompanying notes are an integral part
of these financial statements.
TIANCI INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
Year Ended
Revenues $ – $ –
Operating Expenses
Other Income (Expense)
Other expenses – (11,381 )
Total Other Income (Expense) – (11,381 )
Provision for income taxes – –
Basic and diluted loss per common share $ (0.10 ) $ (0.03 )
Basic and diluted weighted average common shares outstanding 2,450,148 2,469,065
The accompanying notes are an integral part
of these financial statements.
TIANCI INTERNATIONAL, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR YEARS ENDED JULY 31, 2022 AND
2021
Common Stock Additional Total
The accompanying notes are an integral part
of these financial statements
TIANCI INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
Year Ended
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid compensation (11,500 ) –
Accounts payable and accrued liabilities 40,603 2,136
Net cash used in operating activities (206,390 ) (74,248 )
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to related parties (1,202 ) –
Net cash provided by financing activities 211,439 74,231
Supplemental Cash Flow Disclosures
Cash paid for interest $ – $ –
Cash paid for income taxes $ – $ –
Non-cash financing and investing activities
Cancellation of common shares $ – $ 230
Debt forgiveness by related parties $ 349,716 $ –
The accompanying notes are an integral part
of these financial statement
TIANCI INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2022
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Tianci International, Inc. (the “Company”,
“Tianci”) was incorporated under the laws of the State of Nevada, as Freedom Petroleum, Inc. on June 13, 2012. In May 2015,
the Company changed its name to Steampunk Wizards, Inc. and on November 9, 2016, the Company changed its name to Tianci International,
Inc. As of the date of this report, the Company is a holding company and has not carried out substantive business operations of its own.
The Company’s fiscal year end is July 31.
Change of control
Effective August 6, 2021, Tianci International,
Inc., Chuah Su Mei, the Company’s former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered
into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory
Group Limited all 1,793,000 shares of common stock of the Company held by her (the “Shares”) for cash consideration of Five
Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Shares represent approximately 73.18% of the issued
and outstanding common stock of the Company. The sale of the Shares consummated on August 26, 2021. As a result of the Transaction, Silver
Glory Group Limited holds a controlling interest in the Company.
Upon the closing of the Transaction, on August
26, 2021, each of Chuah Su Chen, Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers of the Company, resigned
from his or her positions with the Company. Each of the foregoing former officers and directors also forgave all amounts due to them from
the Company in connection with the closing of the Transaction.
Concurrently with such resignation, Zhigang Pei
was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and Director and two directors and three independent directors
were also appointed to serve until the next annual meeting of stockholders of the Company.
NOTE 2 - GOING CONCERN MATTERS
As of July 31, 2022, the Company had $9,000 in
cash held in trust. The Company had incurred a net loss of $247,743 for the year ended July 31, 2022.
The Company’s cash balance and revenues
generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of
this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans include attempting to improve its business profitability, its ability to generate sufficient cash flows from its operations to meet
its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure
on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next
twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to
fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort
to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that
any additional financings will be available to the Company on satisfactory terms and conditions, if at all.
The ability of the Company to continue as a going
concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The annual financial information referred to above
has been prepared and presented in conformity with accounting principles generally accepted in the United States of America applicable
to annual financial information and with the instructions to Form 10-K and regulation of the Securities and Exchange Commission (“SEC”).
The annual financial information has been prepared on a basis consistent with prior periods and years and includes all disclosures that
are necessary and required by applicable laws and regulations.
The accompanying financial statements and notes
are presented in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) and are
presented in U.S. dollars. These annual financial statements include all adjustments that, in the opinion of management, are necessary
in order to make the financial statements not misleading.
Use of Estimates
The preparation of financial statements in conformity
with 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.
Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
cash in trust, and all highly liquid debt instruments with original maturities of three months or less. The Company had $9,000 and $3,951
in cash and cash equivalents as of July 31, 2022 and 2021, respectively.
Fair Value Measurements
As defined in ASC 820” Fair Value Measurements,”
fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use
in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These
inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on
the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement)
and the lowest priority to unobservable inputs (level 3 measurement).
The Company's financial instruments consist
of cash, prepaid expense, accounts payable, and due to related parties. The carrying amounts of these financial instruments
approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise
disclosed in these financial statements.
Revenue Recognition
The Company has yet to generate revenues from
operations. The Company will recognize revenue when control of the promised goods or services are transferred to a customer, in an amount
that reflects the consideration that the Company expects to receive in exchange for those goods or services.
Income Taxes
Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax
credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to
reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. See Note 6 for information related
to income taxes, including the recorded balances of its valuation allowance related to deferred tax assets.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings (loss) per share is
calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common
shares during the period. Diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to
common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no
such common stock equivalents outstanding as of July 31, 2022 and 2021.
Recent Accounting Pronouncements
Management
has considered all recent accounting pronouncements issued and their potential effect on the financial statements. The Company's management
believes that these recent pronouncements will not have a material effect on the Company's financial statements.
NOTE 4 - DUE TO RELATED PARTIES
During the years ended July 31, 2022 and
2021, the former and current shareholder of the Company advanced $212,641
and $74,231 for working capital
purpose, respectively.
During the years
ended July 31, 2022 and 2021, the Company repaid $1,202
and $0 due to a former shareholder
of the Company, respectively.
On
August 26, 2021 and pursuant to the Stock Purchase Agreement dated on August 6, 2021 (see Note 1 - Change of control), Chuah Su Mei,
the Company’s former Chief Executive Officer, President and Director and all other former officers forgave all amounts due to
them from the Company. In regard to this forgiveness, the Company recognized debt forgiveness by related parties of $349,716as
additional paid-in-capital.
During
the year ended July 31, 2022, the Company accrued $168,300 for
the compensation of its CEO and five directors. During the year ended July 31, 2022, the Company paid compensation of $126,500
to the five directors. As of July 31, 2022, the Company owed $41,800
unpaid compensation to the CEO, which was included in accounts payable and accrued liabilities, and prepaid the amount of
$11,500 for compensation to the five directors.
As of July 31, 2022, and July 31, 2021, the Company
owed $194,888 and $333,165, respectively, to a shareholder of the Company. This loan is non-interest bearing, unsecured and due on demand.
NOTE 5 - EQUITY
Preferred Stock
The Company has 20,000,000 authorized preferred
shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock
into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series
and classes.
There were no shares of preferred stock issued
and outstanding as of July 31, 2022 and 2021.
Common Stock
The Company has 100,000,000 authorized common
shares with a par value of $0.0001 per share.
On August 4, 2020, the Chief Executive Officer
of the Company cancelled 301,570 shares of common stock and Chief Financial Officer of the Company cancelled 2,000,000 shares of common
stock.
As of July 31, 2022, and 2021, there were
2,450,148 shares of common stock issued and outstanding, respectively.
NOTE 6 - INCOME TAXES
The Company files income tax returns
in the U.S. federal jurisdiction, and state and local jurisdictions.
The Company follows ASC 740. Deferred income taxes
reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts
used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax
has been made in the accompanying statements of operations because no recoverable taxes were paid previously. Similarly, no deferred tax
asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
The income tax benefit for the years ended July
31, 2022 and 2021 consists of the following:
Schedule of components of income tax expense
For the Years Ended
Income tax expense (benefit) at statutory rate $ (52,026 ) $ (15,621 )
Income tax expense (benefit) $ – $ –
Deferred taxes reflect the net tax effect of
temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recorded
for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:
Schedule of deferred tax assets
As of July 31,
Net deferred tax asset $ – $ –
The reconciliation of the effective income tax rate to the U.S. federal
statutory rate as of July 31, 2022 and 2021:
Schedule of effective income tax reconciliation
As of July 31,
Federal income tax (benefit) (21)% (21)%
Increase in valuation allowance 21% 21%
Effective income tax rate 0% 0%
At July 31, 2022 and 2021, the Company had $2,604,680
and $2,356,937, respectively of the U.S. net operating losses (the “U.S. NOLs”), which begin to expire beginning in 2035.
NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years, whereas NOLs generated after July 31,2018 can
be carryforward indefinitely.
The Company assesses the likelihood that deferred
tax assets will not be realized. FASB ASC Topic 740, “Income Taxes” requires that a valuation allowance be established when
it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available
positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty
exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of
July 31, 2022 and 2021.
The Company has not completed its evaluation of
NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would
limit the amount of U.S. NOLs that could be utilized each year based on the “Internal Revenue Code, as Amended.”
The Company’s tax returns are subject to
examination by tax authorities beginning with the year ended July 31, 2018.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company had no other commitments or contingencies as of July 31,
2022.
From time to time the Company may become a party
to litigation matters involving claims against the Company.
Management believes that it is adequately insured
for its operations and there are no current matters that would have a material effect on the Company's financial position or results of
operations.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through
the date which the financial statements were available to be issued. All subsequent events requiring recognition as of July 31, 2022 have
been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC
Topic 855, “Subsequent Events.”
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
There were no disagreements
with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and subsequent interim periods.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure
controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive Officer ("CEO")/Chief Financial Officer ("CFO"),
as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under
the supervision and with the participation of our CEO/CFO of the effectiveness of the design and operation of our disclosure controls
and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange
Act. Based on this evaluation and the existence of the material weaknesses discussed below in “Management's Report on Internal
Control over Financial Reporting,” our management, including our CEO/CFO concluded that our disclosure controls and procedures
were not effective at the reasonable assurance level as of the end of the period covered by this Report.
We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the
benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no
evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and
instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.
Management's Report on Internal Control Over
Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision
of, our principal executive and principal financial officers and effected by our Board, management and other personnel to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness
of our internal control over financial reporting as of July 31, 2022. In making this assessment, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on this assessment, management concluded that our internal control over financial reporting was not effective as of July 31, 2022,
due to the existence of the material weaknesses as of July 31, 2022, discussed below. A material weakness is a control deficiency, or
a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected in the following areas:
Management believes that the
material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes
these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for
the Company’s business operations.
Our management will continue
to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on
an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and
as funds allow.
This Annual Report on Form
10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting due to permanent exemptions for smaller reporting companies.
Changes in Internal Control Over Financial
Reporting
Other than as described above,
there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2022 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Because of its inherent limitations,
a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.
Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system
contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
All directors of our company
hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers
of our company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors
and executive officers, their ages, positions held, and duration as such, are set forth below as of the date of this Annual Report.
Name Age Office
Shufang Gao 53 Director
David Wei Fang 49 Director
Jack Fan Liu 43 Independent director
Yee ManYung 29 Independent director
Jimmy Weiyu Zhu 55 Independent director
Business Experience
The following is a brief account
of the education and business experience during at least the past five years of each director, executive officer and key employee of our
company, indicating the person’s principal occupation during that period, and the name and principal business of the organization
in which such occupation and employment were carried out.
Zhigang Pei,
age 50, joined us on August 26, 2021, as our Chief Executive Officer, Chief Financial Officer, Secretary, and a member of the Board. Mr.
Pei has served as the Executive Director of Anyang Xinrun Investment Co., Ltd., a PRC company since November 2009. He has also served
as the Executive Director and General Manager of Henan Ziwei Real Estate Development Co., Ltd., and Henan Anyang Dahua Commercial and
Trading Plaza Development Co., Ltd. since 2015. Mr. Pei graduated from No.2 Middle School Anyang City in1989. Mr. Pei brings to the Board
his deep experience in real estate and investment industries.
Shufang Gao,
age 53, has worked as CEO of Hong Kong listed groups, president of domestic capital companies, and vice president of A-share listed companies.
He is familiar with the A-share capital market and Hong Kong capital market, and has mature experience in the strategy and operation development
of listed companies. He joined us on August 26, 2021, as a member of our Board. From October 2020 to August 2021, he served as the Vice
President and Director of SiChuan Jinding Group. Prior to that, he was the Vice Chairman of Luoyang Yongning Nonferrous Technology Co.,
Ltd. from August 2019 to September 2020. From April 2018 to July 2019, Mr. Gao served as the Vice President of Tibet Huayu Mining Co.,
Ltd., an A-share listed company. He was the Chief Executive Officer of Haotian Development Group Co., Ltd. (Hong Kong Main Board Listed
Company 00474) from August 2016 to September 2017. From August 2012 to August 2016, he served as the President of Haihua Group Holdings
Co., Ltd., an international container leasing company. Mr. Gao received his Bachelor of Management Degree from Dalian University of Technology
in 1999. He received his Masters of Finance and Accounting Degree from the Chinese University of Hong Kong in 2008. Mr. Gao brings to
the Board his international experience in the operation and risk control areas of listed companies.
David Wei Fang,
age 49, has over ten years of experience in the securities and investment industry. He joined us on August 26, 2021, as a member of our
Board. Mr. Fang served as the Partner of Tiger Securities and the CEO of Tiger Securities International in Hong Kong from May 2018 to
July 2019. From January 2017 to April 2018, Mr. Fang served as the CEO of Haotian International Securities in Hong Kong. Mr. Fang was
the Head of High Net Worth Individual, Corporate Client and ICBC Global Wealth Management Center of ICBC International in Hong Kong from
October 2014 to December 2016. Mr. Fang has a Bachelor’s degree in Economics from Anhui University of Finance and Economics in 1994.
Mr. Fang obtained his Master of Business Administration Degree from Georgia South University in 2004. Mr. Fang brings to the Board his
deep experience in the securities and investment industry.
Jack Fan Liu,
age 43, joined us on August 26, 2021, as a member of our Board. Prior to joining us, Mr. Liu was the Vice President of China Regenerative
Medicine International Limited from September 2014 to October 2017. From July 2009 to August 2014, Mr. Liu was the Investment Director
of Tian Huan Investment Company. He was a financial analyst of Founder Securities (SSE:601901) from May 2007 to June 2009. Mr. Liu received
his B.A. in Engineering from Nanjing Tech University in 2001 and his Master of Economics from Concordia University, Canada in 2006. He
brings to the Board his experience and knowledge of investments and mergers and acquisitions of companies in Hong Kong and China.
Yung Yee Man,
age 29, has more than 5 years of HR manager experience in both Hong Kong and NASDAQ listed company. She also has two years’ experience
as an assistant of board members. Ms. Yung joined us on 26 August, 2021, as a member of our Board. Ms. Yung holds a Master’s degree
in Corporate Communication from University of Leeds in 2017. Ms. Yung is currently pursuing an MBA Degree in University of South Australia.
Ms. Yung brings to the Board her human resources and public company experience.
Jimmy Weiyu Zhu,
age 55, joined us on August 26, 2021, as a member of our Board. Mr. Zhu has nearly twenty-five years of experience in the fields
of mining, commodity trading, trade financing, logistics and shipping, and covering for companies located in Australia and Hong Kong.
Mr. Zhu was the Financial Controller of Hai Xin Petroleum Trading Ltd. ( Hong Kong) from September 2017 to October 2020. Prior to that
time, he served as the Financial Controller and Director of Ocean Container Leasing Services Ltd. and Gold Time International Resources
Ltd. (Hong Kong) from July 2012 to August 2017. He received his B.A. in Accounting and Finance from Northeast University of Finance and
Economics, China in 1991. Mr. Zhu brings to the Board his deep experience in commodities, finance and trading.
Family Relationships
There are no family relationships between any of
our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters
or control persons has been involved in any of the following events during the past ten years:
ii. Engaging in any type of business practice; or
i. Any Federal or State securities or commodities law or regulation; or
Code of Ethics
We have adopted a Code of