Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

Form 10-Q

FORM 10-Q(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2022

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2018Or

☐ TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ______________ to __________________

Commission File Number 333-184061

TIANCI INTERNATIONAL, INC.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

No. 45-2, Jalan USJ 21/10

Subang Jaya 47640

Selangor Darul Ehsan, Malaysia

+6012 503 7322
(AddressSecurities registered pursuant to Section 12(b) of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)the Act:

Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S     No

  ☒ YES ☐ NO          

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  S  No

  ☒ YES ☐ NO          

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S     No

  ☒ YES ☐ NO          

As of March 15, 2018, the issuer had outstanding 5,054,9852,450,148 shares of common stock.

stock issued and outstanding as of June __, 2022.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this quarterly report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Quarterly Report on Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

All references in this Form 10-Q to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

TIANCI INTERNATIONAL, INC.

Balance SheetsCONDENSED BALANCE SHEETS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.

TIANCI INTERNATIONAL, INC.

Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

TIANCI INTERNATIONAL, INC.

Statements of Cash FlowsCONDENSED STATEMENTS OF OPERATIONS

(Unaudited)(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.statements

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Three and Nine Months Ended April 30, 2022

For the Three and Nine Months Ended April 30, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements

TIANCI INTERNATIONAL, INC.

Notes to the Unaudited Condensed Financial StatementsCONDENSED STATEMENTS OF CASH FLOWS

January 31, 2018(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statement

TIANCI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND – DESCRIPTION OF BUSINESS

Tianci International, Inc. (“the Company”(the “Company”, “Tianci”) was incorporated under the laws of the State of Nevada, U.S. 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.

On October 26, 2016, the Company entered into an Agreement and PlanChange of Merger with its wholly-owned subsidiary,control

Effective August 6, 2021, Tianci International, Inc., a newly formed Nevada Corporation ("Merger Sub"), formed on November 09, 2016, with Merger Sub being the surviving entity. The transaction contemplated in the Merger Agreement (“Merger”) which became effective on November 9, 2016.

2017 Securities Sale and Change in Control

On August 3, 2017, Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, the Company’s former Chief Executive Officer, President and the Chuah Su Chen executedDirector, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which SFW sold to Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837agreed to sell to Silver Glory Group Limited all 1,793,000 shares of Common Stock, orcommon 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 87%73.18% of the issued and outstanding Common Stock, at a purchase pricecommon stock of $350,000.the Company. The acquisitionsale of the Shares consummated on August 15, 2017, and 2,000,000 shares26, 2021. As a result of the Company’s common stock were purchased byTransaction, 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, using her own personal funds. Upon consummation,Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers of the sole executive officer and director of TianciCompany, resigned from all ofhis or her positions with Tianci,the Company. Each of the foregoing former officers and Chuah Su Mei, Chuah Su Chen,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 Yeow Yuen KaiDirector and two directors and three independent directors were also appointed to serve in as executive officers and directorsuntil the next annual meeting of stockholders of the Corporation.Company.

NOTE 2 – GOING CONCERN MATTERS

As of April 30, 2022, the Company had nil in cash held in trust. The Company had incurred a net loss of $180,039 and used $128,461 in cash for operating activities for the nine months ended April 30, 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 2 - 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 20172021, filed on October 17, 2017.25, 2021.

The unaudited condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP)and are presented in U.S. dollars. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Results of the three and sixnine months ended January 31, 2018April 30, 2022, are not necessarily indicative of the results that may be expected for the year ended July 31, 20182022, and any other future periods.

Basis of Consolidation

These financial statements include the accounts of the Company and its subsidiary. All material intercompany balances and transactions have been eliminated.

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.

Going Concern Matters

At January 31, 2018, the Company had $6,900 in cash held in trust. The Company had incurred a net loss from continued operations of $60,829 and used $69,188 in cash for continued operating activities for the six months ended January 31, 2018.

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 flow 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 unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks, money market funds,trust, and certificates of term depositsall highly liquid debt instruments with original maturities of less than three months from inception, which are readily convertible to known amounts of cashor less. The Company had $0 and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of January 31, 2018 and July 31, 2017, the Company has $6,900 and $2,360$3,951 in cash and cash equivalents as of April 30, 2022, and July 31, 2021, respectively.

Fair Value Measurements

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. 

The Company's financial instruments consist of cash, prepaid expense, accounts payable, and due to related parties.  The carrying amounts of thesethe Company’s financial instruments, including cash and accounts payable, approximate fair value due to either lengthbecause of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

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 recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. There were no significant deferred tax items as of January 31, 2018 and July 31, 2017.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax position recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At January 31, 2018 and July 31, 2017, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Basic and Diluted Earnings (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders 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 January 31, 2018 and July 31, 2017.

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net income (loss) or accumulated deficit.short maturities.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on ourthe financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's condensed financial statements.

NOTE 3 – DISCONTINUED OPERATIONS

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald, former director of the Company. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of Steampunk and the Company shall have no further interest in Steampunk.

During the six months ended January 31, 2017, the Company recorded a gain on the sale of $200,528. The Company has no continuing involvement in the operations of Steampunk. The sale of Steampunk qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Steampunk’ operations from its Statements of Operations and Comprehensive Income (Loss) to present this business in discontinued operations.

The following table shows the results of operations of Steampunk for six months ended January 31, 2018 and 2017 which are included in the gain (loss) from discontinued operations:

NOTE 4 – DUE TO RELATED PARTIES

During the sixnine months ended January 31, 2018, aApril 30, 2022, and 2021, the former officerand current shareholders of the Company advanced $17,030$125,712 and $49,240 for working capital purpose. This amount was forgiven and recorded to additional paid in capital, as part of the change of control (see Note 1).purpose, respectively.

During the sixnine months ended January 31, 2018,April 30, 2022, and 2021, the Company repaid $1,202 and $0 due to a former shareholder of the Company, advanced $56,698 for working capital purpose.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 $349,716 as additional paid-in-capital.

During the nine months ended April 30, 2022, the Company accrued $122,400 for the compensation of its CEO and five directors. During the nine months ended April 30, 2022, the Company paid salary of $69,000 to the five directors. As of January 31, 2018April 30, 2022, the Company owed $53,400 unpaid compensation to the CEO and five directors, which was included in accounts payable and accrued liabilities.

As of April 30, 2022, and July 31, 2017,2021, the Company owed $56,698$107,959 and $0, respectively,$333,165 to a shareholder of the Company. This loan isrelated parties, respectively. These loans were unsecured, non-interest bearing, 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$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 no0 shares of preferred stock issued and outstanding as of January 31, 2018April 30, 2022, and July 31, 2017.2021.

Common Stock

The Company has 100,000,000 authorized common shares with a par value of $0.0001$0.0001 per share.

Reverse Stock Split transaction

On March 15, 2017, the Company filed a CertificateAs of Correction with the Nevada Secretary of State, which was effective April 6, 2017 upon its receipt of the written notice from Financial Industry Regulatory Authority ("FINRA"). Pursuant to the Certificate of Correction, the Company effectuated a 1-for-40 reverse stock split of its issued30, 2022, and outstanding shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares of the Company’s common stockJuly 31, 2021, there were exchanged for 1,246,357 shares of the Company's common stock. Common share amounts and per share amounts in these financial statements have been retroactively adjusted to reflect this reverse split.

There were 5,054,9852,450,148 shares of common stock issued and outstanding as of January 31, 2018 and July 31, 2017, respectively.outstanding.

NOTE 6 - – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of January 31, 2018April 30, 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.”

Forward-looking statements

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

Currency and exchange rate

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

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 No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia.20 Holbeche Road Arndell Park, NSW, Australia, 2148. Our telephone number is +6012 503 7322.+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.

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”“SPA”) with Shifang Wan (the “Seller”“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”“Purchasers”, and together with the Company and the Seller, the “Parties”“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.

UponEffective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,” or the consummation of the sale, Ms. Cuilian Cai resigned from her positions as director,“Company”), Chuah Su Mei, our former Chief Executive Officer, President and Chief Financial OfficerDirector, 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. Her resignation wasThe resignations were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. The following individuals werethen current directors and officers also appointedforgave all debts owed by the Company to serve in the positions set forth next tothem and their names below:affiliates.

Jerry Ooi wasConcurrently with such resignation, the following individuals were appointed to serve as a director effective August 30, 2017.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.

We are in active discussions with an operating business affiliated with our

None of the directors or executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such companyhas a direct family relationship with any of the Company’s directors or any company in the near future.executive officers.

Limited Operating History; Need for Additional Capital

We have had limited operations and have been issued a "going concern"“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.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, but we cannot guarantee that we will be able to achieve same.

We have not yet generated significant revenues and have accumulated deficit of $1,180,488 as of January 31, 2018.

The following table provides selected financial data about our company as of January 31, 2018 and July 31, 2017.

Balance Sheet Data

Three Months Ended January 31, 2018, Compared to Three Months Ended January 31, 2017

Revenue. During the three months ended January 31, 2018, and 2017, we did not generate any revenues.

Operating Expenses. Operating expenses were $36,509 for the three months ended January 31, 2018, consisting of professional fees of $34,009 and office and miscellaneous expenses of $2,500. Operating expenses were $57,783 for the three months ended January 31, 2017, including professional fees of $57,645 and office and miscellaneous expenses of $138. The decrease in operating expenses was primarily attributable to the decrease in professional fees.

Net Loss. During the three months ended January 31, 2018, and 2017, we incurred a net loss of $36,509 and $57,783, respectively. The decrease in net loss was attributable to the decrease in our general and administrative expenses.

Six Months Ended January 31, 2018, Compared to Six Months Ended January 31, 2017

Revenue. During the six months ended January 31, 2018, and 2017, we did not generate any revenues.

Operating Expenses. Operating expenses were $60,829 for the six months ended January 31, 2018, consisting of professional fees of $54,889 and office and miscellaneous expenses of $5,940. Operating expenses were $102,883 for the six months ended January 31, 2017, including professional fees of $102,235 and office and miscellaneous expenses of $648. The decrease in operating expenses was primarily attributable to the decrease in professional fees.

Discontinued Operations. On October 13, 2016, we sold all of the issued and outstanding capital stock of Steampunk Wizards Ltd., the Company’s former wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), to Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald, former director of the Company, in accordance with the terms and conditions of that certain spin-off agreement (the “Spin-Off Agreement”). Pursuant to the Spin-Off Agreement, we recorded all expenses from the subsidiary in Malta as discontinued expenses. Gain (Loss) from discontinued operations was $0 and $(498) for the six months ended January 31, 2018 and 2017, respectively. We also recognized a gain on sale of investment of $200,528 during the six months ended January 31, 2017.

Loss from Continued Operation. During the six months ended January 31, 2018, and 2017, we incurred a net loss from continued operations of $60,829 and $102,883, respectively. The decrease in loss from continued operation was attributable to the decrease in our professional fees and general and administrative expenses.

Net Loss. During the six months ended January 31, 2018, and 2017, we incurred a net income (loss) of $(60,829) and $97,147, respectively. The decrease in net income was primarily attributable to the decrease in gain from discontinued operations, partially offset by the decrease in our general and administrative expenses from continued operations.

Liquidity and Capital Resources

Working Capital

As of January 31, 2018, we had working capital deficit of $52,937 as compared to working capital deficit of $9,138 as of July 31, 2017. The increase in working capital deficiency was mainly due to the increase in amounts due to related parties offset by an increase in cash and cash equivalents and prepaid expenses and other deposits.

Cash Flows

Cash Flow from Operating Activities

During the six months ended January 31, 2018, net cash used in continued operating activities was $69,188, compared to $171,921 for the six months ended January 31, 2017. The decrease in cash used in continued operating activities was mainly due to the decrease in net income and decreased accounts payable and accrued liabilities.

Cash Flow from Investing Activities

During the six months ended January 31, 2018, net cash provided by investing activities was $0. For the same period ended January 31, 2017, net cash provided by investing activities was $2,000, consisting of proceeds from the sale of investment pursuant to the Spin-Off Agreement.

Cash Flow from Financing Activities

During the six months ended January 31, 2018, financing activities provided net cash of $73,728, consisting of the cash from related parties. During the same period ended January 31, 2017, financing activities provided net cash of $188,744, consisting of cash from related parties of $118,640 and proceeds from the issuance of common stock of $70,104.

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 consolidated 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 2 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.

Going Concern

TheOur 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 January 31, 2018,April 30, 2022, the Company hashad working capital deficiencydeficit of $52,937$155,433 and has incurred losses since its inception resulting in an accumulated deficit of $1,180,488.$1,632,700. 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 consolidated 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.

Recent Accounting Pronouncements

Results of Operations.

The following table provides selected financial data about our Company has reviewed all recently issued, butas of April 30, 2022 and July 31, 2021 and for the nine months ended April 30, 2022 and 2021.

Balance Sheet Data

Summary Income Statement Data

Three Months Ended April 30, 2022, Compared to Three Months Ended April 30, 2021

Revenue. During the three months ended April 30, 2022, and 2021, we did not yet effective,generate any revenues.

Operating Expenses. Operating expenses were $74,894 and $14,455 for the three months ended April 30, 2022, and 2021, respectively. Operating expenses mainly consisted of executive compensation, professional fees and general administrative expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.

Loss from Operations. For the three months ended April 30, 2022, and 2021, we incurred a loss from operations of $74,894 and $14,455, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other Expenses. For the three months ended April 30, 2022, and 2021, we incurred other expenses of $42 and $0, respectively. Other expenses consisted of an exchange loss.

Net Loss. For the three months ended April 30, 2022, and 2021, we incurred a net loss of $74,936 and $14,455, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

Nine Months Ended April 30, 2022, Compared to Nine Months Ended April 30, 2021

Revenue. During the nine months ended April 30, 2022, and 2021, we did not generate any revenues.

Operating Expenses. Operating expenses were $179,997 and $41,574 for the nine months ended April 30, 2022, and 2021, respectively. Operating expenses mainly consisted of executive compensation, professional fees, and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.

Loss from Operations. For the nine months ended April 30, 2022, and 2021, we incurred a loss from operations of $179,997 and $41,574, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other expenses. For the nine months ended April 30, 2022, and 2021, we incurred other expenses of $42 and $11,381, respectively. Other expenses consisted of exchange loss and income tax penalty.

Net Loss. For the nine months ended April 30, 2022, and 2021, we incurred a net loss of $180,039 and $52,955, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

Liquidity and Capital Resources

Working Capital

As of April 30, 2022, we had a working capital deficit of $155,433 as compared to $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.

Cash Flows

Cash Flows from Operating Activities

During the nine months ended April 30, 2022, net cash used in operating activities was $128,461, compared to $49,257 for the nine months ended April 30, 2021. The increase in net cash used in operating activities was mainly due to the increase in net loss offset by an increase in accounts payables and accrued liabilities.

Cash Flows from Investing Activities

During the nine months ended April 30, 2022, and 2021, we had no cash flow from investing activities.

Cash Flows from Financing Activities

During the nine months ended April 30, 2022, net cash provided by financing activities was $124,510, compared to $49,240 for the nine months ended April 30, 2021. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting pronouncementsprinciples generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.

Off-Balance Sheet Arrangements

We do not believe thehave any off-balance sheet arrangements that have or are reasonably likely to have a current or future adoption of any such pronouncements may be expected to cause a material impacteffect on itsour financial condition, changes in financial condition, revenues or theexpenses, results of its operations.operations, liquidity, capital expenditures, or capital resources that is material to investors.

We areAs a smaller“smaller reporting company as defined by Rule 12b-2 of the Exchange Act andcompany”, we are not required to provide the information required underby this item.Item.

Conclusion Regarding the EffectivenessEvaluation of Disclosure Controls and Procedures

We conducted an evaluationOur management is responsible for establishing and maintaining a system of the effectiveness of the design and operation of our disclosure controls and procedures as such term is(as defined underin Rule 13a-15(e) promulgatedand 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, as of January 31, 2018, and during the period prior to and including the date of this report, were not effectiveis designed to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i)is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rulerules and forms;forms. Disclosure controls and (ii)procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to ourthe issuer’s management, including our Chief Executive Officerits principal executive officer or officers and Chief Financial Officer,principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations

An evaluation was conducted under the supervision and with the participation of its inherent limitations,our management of the effectiveness of the design and operation of our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assuranceas of April 30, 2022. Based on that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation, ofour management concluded that our disclosure controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Our annual report on Form 10-K reported that our internal control over financial reporting waswere not effective as of July 31, 2017, duesuch date to certainensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses more fully discussedweaknesses:

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.

Changes in our annual report. Subject to the foregoing disclosures in this Item 4, there wereInternal Controls

There have been no changes in our internal controlcontrols over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred during our fiscalin the quarter ended January 31, 2018,April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not ainvolved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any legal or administrative proceedings that we believe, individually or in the aggregate,of our properties is subject, which would reasonably be likely to have a material adverse effect on our financial condition or results of operations.us.

None.As a “smaller reporting company”, we are not required to provide the information required by this Item.

None.

None.

Not applicable.Applicable.

None.None

______ 

* Filed herewithherewith.

(1) Incorporated by reference to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 24, 2012.

(2) Incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 11, 2015.

(3) Incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed with the Securities and Exchange on November 13, 2013.October 5, 2020.

(4) Incorporated by reference to Exhibit 14.2 ofour Quarterly Report on Form 10-Q filed on December 14, 2021.

(5) Incorporated by reference to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2015.2013.

(5)(6) Incorporated by reference to Exhibit 14.3 of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2015.

(6)(7) Incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2017.27, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.