Overview

In April 2019 we discontinued our prior crypto currency mining business. We are now in the process of looking for a new business, either through an acquisition or commencing new business activities. Although we have had discussions with potential acquisition candidates, as of the date of this report, we have not signed any agreement, letter of intent or memorandum of understanding with respect to any potential acquisition, and we cannot assure you that we will be able to make any acquisition. Because of our limited financial condition, the low price and lack of liquidity of our stock, and our stock being quoted on OTC Pink, we believe it is unlikely that we will be able to acquire any company other than a company without a history of earnings. In such event, we would likely need to raise a significant amount of funds. We have no assurance that financing will be available to us on acceptable, if any, terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing would result in additional dilution to existing stockholders.

In 2018 we purchased certain equipment for $500,000 borrowed from Mr. Romero. The equipment was never delivered to us in the United States, and on October 29, 2021, we entered into a settlement agreement with Gygabyte whereby we paid $10,790 to Gigabyte. Four pallets of equipment have been shipped from Taiwan and are expected to arrive in the U.S. next quarter. The equipment is in component parts and there is no assurance if this can be assembled and mined or sold since this equipment was purchased over three years ago.

On November 1, 2021 we entered into a settlement with Mr. Romero whereby he converted the principal amount of his $500,000 loan along with accrued interest into shares of the company at $.02 per share and we issued additional shares to him for his service as the CEO under his previous employment agreement. The total number of shares issued to Mr. Romero for his note conversion and compensation was 35,189,100.





Results of Operations

Three Months Ended April 30, 2022 and 2021

For the three months ended April 30, 2022, we incurred operating loss of $31,059, primarily professional fees, resulting in a net loss of $31,059 or ($0.00) per share (basic and diluted). For the three months ended April 30, 2021, we incurred operating expenses of $15,480, primarily professional fees, resulting in a loss from operations of $15,480. Other expenses consisted of interest expense of $14,630, resulting in a net loss of $30,110 or ($0.00) per share (basic and diluted).

Nine months Ended April 30, 2022 and 2021

For the nine months ended April 30, 2022, we incurred operating loss of $64,768, primarily professional fees, resulting in a loss from operations of $64,768. Other income consisted of release of liability of $19,500 and reverse professional fees of $49,500, and interest expense of $15,123, resulting in a net loss of $10,891, or ($0.00) per share (basic and diluted). For the nine months ended April 30, 2021, we incurred operating expenses of $23,360, primarily professional fees, resulting in a loss from operations of $23,360. Other expenses consisted of interest expense of $44,876, resulting in a net loss of $68,236 or ($0.00) per share (basic and diluted).

Liquidity and Capital Resources





The following summarizes our change in working capital from July 31, 2021 to
April 30, 2022:



                             April 30,       July 31,
                                2022           2021           Change        %
Current assets               $      447     $      665     $     (218 )   (33%)
Current liabilities          $  159,671     $  957,486     $ (797,815 )   (83%)
Working capital deficiency   $ (159,224 )   $ (956,821 )   $  797,597     (83%)




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The decrease in working capital deficiency is primarily due to an extinguishment of amounts payable to related parties and conversion of debt.





The following table summarizes our cash flow for the nine months ended April 30,
2022 and 2021:



                                      Nine Months Ended
                                          April 30,
                                      2022           2021      Change

Cash used in operating activities $ (270 ) $ (270 ) $ - Cash on hand

$     395       $  755     $  (360 )

The cash flow used in operating activities for the nine months ended April 30, 2022, reflects our net loss of $10,891. This amount was decreased by release of liabilities of $69,000, increased by accrued interest on convertible notes of $15,123 and amounts due to related parties of $80,720. It was decreased by prepaid expenses of $52 and accounts payable and accrued liabilities of $16,170. The cash flow used in operating activities for the nine months ended April 30, 2021 reflects our net loss of $68,236. This amount was decreased by accrued interest on convertible notes of $44,876 and by amounts due to related parties of $19,500 and accounts payable and accrued liabilities of $3,590.

For the nine months ended April 30, 2022 and 2021, we did not have any cash flow from investing or financing activities.





Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended April 30, 2022, we incurred net cash used in operating activities of $270. As of April 30, 2022, we had an accumulated deficit of $12,827,767, we had earned no revenues since inception and we were not engaged in an active business. We intend to seek to either acquire a business or enter into a new business. However, until we engage in an active business or make an acquisition, we are likely to not be able to raise any significant debt or equity financing or any funds that we may raise are likely to be on very unfavorable terms. Our ability to begin operations in a new business model is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. We cannot give any assurance as to our ability to develop or acquire a business or to operate profitably. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.





Critical Accounting Policies

Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.

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