What changed in Tianci International, Inc.'s 10-K — 2022 vs 2023

Item 1. Business Corporate 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, in connection with the merger of us into our then subsidiary, Tianci International Inc.

Effective April 6, 2017, we effectuated a 1-for-40 reverse stock split (the “2017 Reverse Stock Split”) of our issued and outstanding shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged for 1,246,357 shares of our common stock.

Common share amounts and per share amounts in these accompanying financial statements and notes have been retroactively adjusted to reflect this reverse stock split.

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.

Effective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our 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 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, the then 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. 4 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 Zhigang Pei Chief Executive Officer, Chief Financial Officer, Secretary and Director 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. Current Business Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a “blank check” company.

We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements. As of the date of this Annual Report, we have not entered into any binding agreement with any party regarding acquisition opportunities for us.

We hope to continue to engage in discussions with other operating businesses affiliated with our executive officers regarding potential acquisition opportunities. There is no assurance that any nonbinding term sheet will result into a definitive purchase transaction nor can we assure you that we will be able to successfully acquire such company or any company in the near future.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.

In its efforts to analyze potential acquisition targets, we will consider the following kinds of factors: · Potential for growth, indicated by new technology, anticipated market expansion or new products; · Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; · Strength and diversity of management, either in place or scheduled for recruitment; · Capital requirements and anticipated availability of required funds from the Registrant, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; · The extent to which the business opportunity can be advanced; · The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and · Other relevant factors. 5 In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.

Potentially available acquisition opportunities may occur 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. We may not discover or adequately evaluate adverse facts about the business to be acquired.

In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.

We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage.

Our lack of funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination.

Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Additionally, we are in a highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities.

A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.

Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Historical Activities 2014 Securities Sale In January 2014, we were a party to a securities purchase agreement (the "2014 SPA") by and among ourselves, certain of our shareholders (the "Selling Shareholders") owning an aggregate of 27,000,000 shares (before the 2017 Reverse Stock Split) (approximately 51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin").

Pursuant to the 2014 SPA, Lin purchased the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate secretary: Nina Bijedic ("Bijedic").

Pursuant to the 2014 SPA, Hynes and Bijedic submitted their resignations from all positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointment took effect immediately following the close of the Private Sale.

Following the Private Sale, a change in control occurred since Lin gained control of almost 52% of our outstanding common stock. 6 2015 Share Exchange On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares (before the 2017 Reverse Stock Split) of the Company and the persons listed thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co.

Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of us, on August 21, 2015, we issued 4,812,209 shares (the “New Shares”) (before the 2017 Reverse Stock Split) (subject to adjustment for fractionalized shares as set forth below) of our common to the Shareholders (or their designees), and Lin caused 10,096,229 shares (before the 2017 Reverse Stock Split) of our common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock of us immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co.

As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”) of us and there was a change of control of us following the closing. The Shareholders of Malta Co. owned approximately 55% of our issued and outstanding common stock.

There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

Malta Co. was incorporated in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.” Making full use of the team’s experience and diverse talent set, the company built the first mobile game with 3D printable rewards embedded and the associated IP and server technology.

Through Malta Co, we became an independent games development and technology company that specialized in developing enchanting games and gaming technology where the real and virtual worlds blur. We launched a mobile casual game called Bungee Mummy – Challenges, designed primarily for smartphones and tablets (supporting both Android and IOS), in late August of 2015.

On January 29, 2016, Lin resigned from his CEO and sole director positions with Tianci, and Mr.

Joshua O’Cock became our CEO, CFO, Secretary and Director. 2016 Securities Sale and Spin-Off On October 13, 2016, we entered into a spin-off agreement (the “Spin-Off Agreement”) with Malta Co. and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta that was owned by Brendon Grunewald.

Pursuant to the Spin-Off Agreement, the Buyer received all of the issued and outstanding capital stock of Malta Co. and we received $2,000 as purchase price. The Buyer became the sole equity owner of Malta Co. and we had no further interest in Malta Co.

On October 13, 2016, shareholders who owned in the aggregate 18,071,445 shares (the “2016 Shares”) (before the 2017 Reverse Stock Split) of our common stock, representing approximately 65.1% of all our issued and outstanding common stock at the time, entered into a Share Purchase Agreement (the “Change of Control SP”) with certain purchasers listed therein pursuant to which the purchasers acquired the 2016 Shares for an aggregate purchase price of $150,000.

In connection with the sale, a change in control occurred, and Mr. Joshua O’Cock, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director, resigned from all of his director and officer positions with us.

Simultaneously with the closing, Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer of Tianci. 7 Effective November 7, 2016, we changed our name from Steampunk Wizards, Inc. to Tianci International, Inc.

On January 4, 2017, we issued 19,532,820 shares of our common stock (before the 2017 Reverse Stock Split) to certain purchasers in accordance with the terms and conditions of a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.005 per share for an aggregate purchase price of $98,104.

The shares sold in the private placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.

The proceeds were used for working capital purposes. 2017 Securities Sale and Change in Control On August 3, 2017, Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, and Chuah Su Chen executed a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which SFW sold to the Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837 shares of Common Stock, or approximately 87% of the issued and outstanding Common Stock, at a purchase price of $350,000.

The acquisition consummated on August 15, 2017, and 2,000,000 shares of the Company’s common stock were purchased by Chuah Su Chen using her own personal funds.

Upon consummation, the former sole executive officer and director of Tianci resigned from all of her positions with Tianci, and Chuah Su Mei, Chuah Su Chen and Yeow Yuen Kai were appointed to serve in the positions set forth next to their names below: Name Position Chuah Su Chen Director, Secretary and Chief Financial Officer Chuah Su Mei Director, Chief Executive Officer and President Yeow Yuen Kai Director and Chief Technology Officer Chuah Su Chen and Chuah Su Mei are siblings.

Effective August 30, 2017, Jerry Ooi was appointed to serve as a Director of Tianci until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as a director of Tianci. Mr.

Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position as our director effective August 31, 2019. 2021 Securities Sale and Change in Control Effective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our 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 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.

There is currently no established public trading market for our common stock, and there can be no assurance that we will be able to establish or maintain such public trading market for our securities in the future, if ever.

The following table sets forth the quarterly high and low closing bid prices for the common stock for the past two fiscal years. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

High Low Quarter ended July 31, 2022 $ 3.76 $ 0.60 Quarter ended April 30, 2022 $ 1.45 $ 0.03 Quarter ended January 31, 2022 $ 1.48 $ 0.56 Quarter ended October 31, 2021 $ 2.52 $ 0.65 Quarter ended July 31, 2021 $ 1.77 $ 0.41 Quarter ended April 30, 2021 $ 2.02 $ 0.50 Quarter ended January 31, 2021 $ 3.90 $ 0.70 Quarter ended October 31, 2020 $ 2.50 $ 0.15 On October 23, 2022, the closing bid price of the common stock was $1.05.

Holders As of October 24, 2022, there were 88 stockholders of record and an aggregate of 2,450,148 shares of our common stock were issued and outstanding. Our common shares are issued in registered form. The transfer agent of our company's common stock is Action Stock Transfer Corporation at 2469 E Fort Union Blvd, Suite 214, Salt Lake City, UT 84121.

Description of Securities The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.0001 par value, and 20,000,000 shares of preferred stock, at $0.0001 par value. Dividend Policy We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock.

Our current policy is to retain earnings, if any, for use in our operations and in the development of our business.

Our future dividend policy will be determined from time to time by our board of directors. 10 Equity Compensation Plan Information We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options. Recent Sales of Unregistered Securities None.

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. 11 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. 12 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 Zhigang Pei Chief Executive Officer, Chief Financial Officer, Secretary and Director 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. 13 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 July 31, July 31, 2022 2021 Change Cash $ 9,000 $ 3,951 $ 5,049 Total assets 22,250 17,951 4,299 Total liabilities 245,387 343,061 (97,674 ) Stockholders' deficit $ (223,137 ) $ (325,110 ) $ 101,973 Summary Income Statement Data Year Ended July 31, 2022 2021 Change Net Revenue $ – $ – $ – Total Operating Expenses 247,743 63,003 184,740 Loss From Operations 247,743 63,003 184,740 Other Expenses – 11,381 (11,381 ) Net Loss $ 247,743 $ 74,384 $ 173,359 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. 14 Liquidity and Capital Resources Working Capital July 31, July 31, 2022 2021 Change Current Assets $ 22,250 $ 17,951 $ 4,299 Current Liabilities 245,387 343,061 (97,674 ) Working Capital (Deficiency) $ (223,137 ) $ (325,110 ) $ 101,973 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 July 31, 2022 2021 Cash used in operating activities $ (206,390 ) $ (74,248 ) Cash provided by investing activities – – Cash provided by financing activities 211,439 74,231 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.