Overview

Prior to March 16, 2018, we were engaged in the development of mining assets. We never generated any revenue from this business and as of April 30, 2018, all of the assets associated with the mining business were fully reserved against and have no value. On March 16, 2018, we had a change in management, with the resignation of our sole director and chief executive officer and our chief financial officer, and the appointment of a new director and chief executive officer, who became our sole executive officer. With the change of management, we changed our business to developing the business of designing and selling computer equipment which can be used for the mining of cryptocurrency. In April 2019, our sole director and officer resigned, and we discontinued the business of designing and selling computer equipment for the cryptocurrency business, from which we did not generate any revenue. On August 14, 2019, the then sole officer and director resigned, and Jose Maria Eduardo Gonzalez Romero was elected as our sole officer and director. At the time, Mr. Romero was our largest creditor, having invested $500,000 for the purchase of our 5% convertible notes, which mature on various dates in 2020. 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 financial condition, the low price and lack of liquidity of our stock, and our stock being traded on the OTC Pink, it is not likely that we will be able to acquire any company other than a company without a history of earnings. In such event, we will 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.

During the period from March through June 2018, we raised $500,000 from the sale of our convertible notes in the principal amount of $500,000 to Mr. Romero, who, at the time, was not a related party. The proceeds of these notes were used to purchase inventory and for working capital purposes, including expenses relating to our status as a public company. Pursuant to the loan agreement, we were to give Mr. Romero a security interest in this equipment. 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 and they must prepare the equipment for delivery to the US. 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 loan along with accrued interest into shares of the company at $.02 per share and received his compensation shares for his service as the CEO under his previous employment agreement. The total shares issued to Mr. Romero were 35,189,100.





Results of Operations

Three Months Ended October 31, 2021 and 2020

For the three months ended October 31, 2021, we incurred operating expenses of $22,134, primarily professional fees, resulting in a loss from operations of $22,134. Other expenses consisted of interest expense of $15,123, resulting in a net loss of $37,257, or ($0.00) per share (basic and diluted). For the three months ended October 31, 2020, we incurred operating expenses of $3,940, primarily professional fees, resulting in a loss from operations of $3,940. Other expenses consisted of interest expense of $15,123, resulting in a net loss of $19,063 or ($0.00) per share (basic and diluted).






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Liquidity and Capital Resources





The following summarizes our change in working capital from July 31, 2021 to
October 31, 2021:



                              October 31,       July 31,
                                 2021             2021          Change        %
Current assets               $         575     $      665     $      (90 )   (14 )%
Current liabilities          $     829,947     $  957,486     $ (127,539 )   (13 )%
Working capital deficiency   $    (829,372 )   $ (956,821 )   $  127,449     (13 )%

The decrease in working capital deficiency is primarily due to an extinguishment of due to related parties.





The following table summarizes our cash flow for the three months ended October
31, 2021 and 2020:



                                       Three Months Ended
                                           October 31,
                                      2021            2020        Change

Cash used in operating activities $ (90 ) $ (90 ) $ - Cash on hand

$     575       $     935     $  (360 )

The cash flow used in operating activities for the three months ended October 31, 2021 reflects our net loss of $37,257, decreased by accrued interest on convertible notes of $15,123, and due to related parties of $25,365 and increase by accounts payable and accrued liabilities of $3,321. The cash flow used in operating activities for the three months ended October 31, 2020 reflects the net loss of $19,063, decreased by accrued interest of $15,123, and due to related parties of $5,000 and increased by accounts payable and accrued liabilities of $1,150.

For the three months ended October 31, 2021 and 2020, we did not have any cash flow from investing or financing activities or non-cash transactions.





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 three months ended October 31, 2021, we incurred a net loss of $37,257. As of October 31, 2021, we had an accumulated deficit of $12,854,133, 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. We do not presently have the funds to pay the convertible notes which mature at various dates in 2020. Our ability to begin operations in its 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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