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

The Company considers itself as a lifestyle company. The Company buys and operates BMW Motorcycles, Triumph Motorcycles and Ducati Motorcycles dealerships. These brands are not sold as practical transportation; instead they are luxury items that buyers consume as part of a more exclusive lifestyle choice. In the view of the Company, this industry is ripe for consolidation. This industry disruption is similar to what has occurred in the automotive dealership niche. The Company believes that consolidation in this niche will invite the same advantages of scale associated with auto-dealer consolidations, namely better operating results flowing from professional management, branding and marketing opportunities, and volume purchasing. As of the date of the Memorandum, the Company has acquired 4 dealerships, and has a Letter of Intent to acquire 3 more. In addition, the Company is in the process of developing a new "open point" dealership in Atlanta, GA.

For the three months ended April 30, 2022, the Company generated comprehensive losses of $367,570.

On June 20, 2021, the Corporation and Ng Chee Chun, an individual ("Purchaser") entered into that certain Share Sale Agreement pursuant to which the Corporation sold to the Purchaser all shares of MMT held by the Corporation in consideration of Malaysia Ringgit One Thousand. The sale consummated and was registered with the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on August 24, 2021. As a result, MMT is no longer a subsidiary of the Corporation.

On September 27, 2021, the Corporation, certain sellers of shares of its common stock, including its sole executive officer and director Shiong Han Wee (collectively, the "Sellers"), and Moto America, Inc.(the "Buyer") entered into a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the Buyer agreed to purchase from the Sellers an aggregate of 436,482,690 shares of common stock of the Company (the "Common Shares") and 10,000,000 shares of Series A Preferred Convertible Stock (the "Preferred Shares"). The Preferred Stock will be issued to Shiong Han Wee as payment in full of all amounts owed by the Company to Mr. Wee. The sale of the Common Shares and the Preferred Shares is expected to consummate in the near future. The securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

In connection with the sale of such securities, all of the executive officers and directors of the Corporation will resign from their positions with the Corporation and the following individuals will be appointed to serve in the capacities set forth next to their names as described below:

Name            Position

Vance Harrison Chief Executive Officer and Director Terina Liddiard Chief Financial Officer, Secretary and Director Taylor Brody Chief Marketing Officer and Director

The resignations were not due to any disagreement with the Company on any matter related to the Company's operations, policies or practices. All executive officers and directors will also forgive and waive all liabilities due to them from the Company in connection with such change in control.

On November 18, 2021, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Nevada, changing the name of the Company to MOTOS AMERICA INC. The Amended articles further memorialized a one share for 300 reverse share split of the common and preferred shares outstanding to be effective on December 1, 2021. These actions have yet to be approved by FINRA.

On November 21, 2021, the Company began the process of qualifying with BMW Motorrad North America, Triumph Motorcycles North America, and Ducati North America ("Brands" or "Brand Owners") for the acquisition of three motorsports dealerships in Oregon, USA, and one motorsport dealership in Tennessee, USA. Each of these motorsports dealerships sells and service these three motorcycle Brands.







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Financial Condition; Going Concern

The Company has had limited operations and have been in the past been issued a "going concern" opinion by its auditor, based upon the reliance on the sale of its common stock and loans from a related party, as the sole source of funds for the Company's future operations. During this fiscal year, the Company has successfully raised investment capital from independent thThe Company has no assurance that future financing will be available on acceptable terms, or at all. If financing is not available on satisfactory terms, the Company may be unable to continue its business plan. Equity financing could result in additional dilution to existing shareholders. If the Company is unable to raise additional capital to maintain its operations in the future, it may be unable to carry out the full business plan of finding an acquisition partner.

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