The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





Going Concern

As of February 28, 2023, the Company suffered an accumulated deficit of $70,713 and incurred a net loss of $20,788. The continuation of the Company as a going concern through February 28, 2023 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company's obligations as they become due.

These and other factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.





Company Overview

QLY Biotech Group Corp. ("the Company" or "QLY"), was incorporated in the State of Nevada on September 20, 2018. The Company used to engaged in the tourism. The company used to organize individual and group sailing tours in the Dominican Republic. Services and itineraries used to be provide by our company include custom packages according to the client's specifications. And we used to develop and offer our own sailing tours in the North part of Dominican Republic as well as third-party suppliers.

The Company has no operations or revenue for the six months ended February 28, 2023 and as of the date of this Report due to the current director had not perform similar service. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.





Results of Operation

Operation Results for the Three Months Ended February 28, 2023 and 2022





Revenues

The Company generated revenue of $0 and $0 for the three months ended February 28, 2023 and 2022, respectively. The management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.






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Cost of revenues

Cost of revenues of $0 and $0 for the three months ended February 28, 2023 and 2022, respectively.





Operating Expenses

Operating expenses of $11,620 and $1,755 for the three months ended February 28, 2023 and 2022, respectively that were mainly consist of professional fees such as audit fees, consulting fee and taxation service etc. Such increase was mainly derived from consulting fee and taxation service fee.





Net Loss

The net loss of $11,620 and $1,755 for the three months ended February 28, 2023 and 2022, respectively. Such increase was mainly derived from consulting fee and taxation service fee.

Operation Results for the Six Months Ended February 28, 2023 and 2022





Revenues

The Company generated revenue of $0 and $0 for the six months ended February 28, 2023 and 2022, respectively. The management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.





Cost of revenues

Cost of revenues of $0 and $0 for the six months ended February 28, 2023 and 2022, respectively.





Operating Expenses

Operating expenses of $20,788 and $5,967 for the six months ended February 28, 2023 and 2022, respectively that were mainly consist of professional fees such as audit fees, consulting fee and taxation service etc. Such increase was mainly derived from consulting fee and taxation service fee.





Net Loss

The net loss of $20,788 and $5,967 for the six months ended February 28, 2023 and 2022, respectively. Such increase was mainly derived from consulting fee and taxation service fee.

Liquidity and Capital Resources

As of February 28, 2023 and August 31, 2022, we had working capital deficit of $19,668 and $0, respectively. The increase in working capital deficit was reflected in the accrued liabilities and advanced from director. The Company's net loss of $20,788 and $5,967 for the six months ended February 28, 2023 and 2022, respectively.

Cash Flow from Operating Activities

Net cash used in operating activities for the six months ended February 28, 2023 was $15,937 as compared to net cash used in operating activities of $6,636 for the six months ended February 28, 2022, reflecting an increase of $9,301 on net cash used in operating activities. Such increase was due to the Company incurred a higher net loss in current period.

Cash Flow from Investing Activities

Net cash generated from investing activities for the six months ended February 28, 2023 and 2022, was $0 and $0, respectively.

Cash Flow from Financing Activities

Net cash generated from financing activities for the six months ended February 28, 2023 was $15,937 as compared to net cash generated from financing activities of $2,590 for the six months ended February 28, 2022, reflecting an increase of $13,347 on net cash generated from financing activities. Such increase was mainly due to the director that paid the Company's operating expenses on behalf of the Company, such as audit fee, annual list and stock agency fee etc.






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Credit Facilities

We do not have any credit facilities or other access to bank credit.

Contractual Obligations, Commitments and Contingencies

We currently have no lease agreement or any other contractual obligations, commitments or contingencies.

Off-balance Sheet Arrangements

As of February 28, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

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