UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the Fiscal Year Ended July 31, 2021

Or

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

For the transition period from                 to                

Commission file number 333-258034

GALAXY ENTERPRISES INC.

(Name of Registrant as Specified in Its Charter)

(702) 596-9628

(Issuer’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ No

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. ☐ Yes   ☒ No

Indicate by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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   ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒Yes   ☐ No

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of voting and non-voting common equity held by non-affiliates as of December 29, 2021 was $74,400 based on the price at which the common stock was last sold.

Table of Contents

PART I

NOTE REGARDING FORWARD LOOKING STATEMENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report contains historical information as well as forward-looking statements. Statements looking forward in time are included in this Annual Report pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important factors described elsewhere in this Form 10-K, the following forward looking statements, among others, sometimes have affected, and in the future could affect, our actual results and could cause our actual results during 2021 and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.

Item 1. Business.

General Development of Business

Overview

We intend to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including residential housing and Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. We also intend to provide our clients with real estate consulting services, including market analysis and modeling, market forecasts, lease and asset management, site selection, feasibility studies, sales and exit strategies, strategic planning, organizational design, capital management, and research services. We intend to commence operations in the Las Vegas, Nevada area due to the significant demand for real estate management services there and the proximity of our management team to that city.

We were only incorporated on March 24, 2021 and have not commenced pursuing our business plan because we have been focused on raising the initial capital to fund our business operations. From our incorporation on March 24, 2021 to July 31, 2021, we have incurred an accumulated deficit of $34,007. To date, we have raised an aggregate of $83,400 through the sale of our common stock. Proceeds from these sales were used to fund the filing of our registration statement and will be used for working capital. Further losses are anticipated in the development of our business. As a result, our auditor has expressed substantial doubt about our ability to continue as a going concern.

Anticipated Services

We intend to provide clients with two principal types of services: (1) property management; and (2) property consulting.

Property Management Services

As property managers, the services that we intend to provide to owners of residential, commercial, and industrial properties include:

We intend to generate revenue by charging owners a set monthly fee for our property management services, which will usually be based on a percentage of the revenue that a rented or leased property generates. Such fees will vary depending on the type of property involved, the amount of work that we will have to perform, and the rates that competitors charge for similar services.

Property Consulting Services

As property consultants, the services that we intend to provide include:

We intend to generate revenue by charging owners either an hourly rate for our services or a set price for certain service that we reach through negotiation with the clients. Initially, two of our directors, Gregory Navone, and James C. Shaw will provide these services to clients. As our operations expand, we will need to retain additional staff in order to provide all of the above-noted services.

Demand for Property Management and Consulting Services

According to the University of Nevada – Las Vegas Center for Business and Economic Research’s 2019 report, the population of Clark County in which Las Vegas is situated is expected to grow from 2,284,616 residents in 2018 to approximately 2,719,000 residents in 2030, which represents a population increase of about 19% within that time frame. Cumming Corporation, an international construction management company that provides forecasts regarding construction trends in various jurisdictions, projects that the residential construction will increase in 2021 by almost 30% with multi-family rather than single-family residences driving this growth. However, the firm foresees that demand will outpace supply due to labor and supply chain constraints. These trends will likely increase demand for residential, commercial, and industrial real estate in the area, as well as increase demand for property management and consulting services.

Marketing Strategy

While we intend to offer our services to all sectors of the property management and consulting markets, we will initially focus on commercial real and multi-unit residential estate given our president’s experience in developing and operating shopping centers and apartment buildings in Las Vegas. We believe that we will be able to charge higher rates for our services in these sectors because they tend to generate relatively higher profit margins for owners and often require significant professional management and advice due to the large scale of construction and operations.

In order to reach our target market sectors, we intend to rely upon the real estate and other business relationships that our directors have established in the Las Vegas area and also focus our marketing efforts on our Internet presence, electronic brochures, and as our business develops, print media advertising. We believe that social media tools are critically important to building our brand and awareness of our business and will focus on online video advertising, client testimonials, and virtual tours of available properties that we manage. We also intend to select and place advertising on those social media platforms that will be effective in reaching our target clients.

Competition

The real estate management sector, including real estate consulting, is extremely fragmented and competitive. The sector includes large entities that provide services nationally, such as Greystar Real Estate Partners Lincoln Property Company, and CRBE Group, as well as real estate investment trusts and real estate developers that have in-house real estate management. There are also many well-established residential, commercial, and industrial property management companies that solely focus on the Las Vegas area.

Since the principal competitive factors in providing property management services are pricing, reputation, and quality of service, the fact that most of our competitors have greater financial resources, enjoy greater economies of scale, and have established reputations will make it more difficult for us to gain market share. We also expect to continue to face competition from new market entrants. We may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

Government Regulation

Nevada State Licensing Requirements

Under Nevada law, property management is considered to be a real estate activity requiring a real estate broker’s license. In order to lease, rent, list, collect rents, procure prospects, or negotiate, assist, or offer to perform any of those acts, he or she needs either a salesperson’s or broker’s license. In addition, he or she must obtain a property manager permit. No broker’s license is required if the property manager does not engage in leasing activities, or if they are strictly on-site managers. Currently, only Gregory Navone, our president, has a real estate broker’s license in Nevada. He intends to apply for a property manager permit. In order to obtain a Nevada property management permit, a person must have a Nevada real estate license, attend an accredited 24-hour property management pre-permit course, and pass the Nevada property management state examination within one year of the date of application.

To obtain a license as a real estate salesperson in Nevada, one must complete 90 hours or six semester units of instruction in real estate principles, practices, and law that is given by an approved provider. Additionally, applicants must show proof of passing the national and Nevada state exam within one year of the application date. To obtain a license as a real estate broker in Nevada, a person must complete 64 semester units of instruction. The applicant must have been actively engaged as a full-time licensed real estate broker or salesman for at least two of the four years immediately prior to the issuance of a Nevada broker license and must pass the national and Nevada state exam within one year of the application date.

Nevada Revised Statute (“NRS”) 645 outlines various laws that apply to real estate brokers and salespersons. Among the duties that it imposes on those with a real estate license in Nevada include obligations to:

Property Management

NRS 645 also mandates that a property management agreement must include:

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Governmental and Industry Regulations

We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.

Research and Development Activities and Costs

We have not spent any funds on research and development activities to date.

Compliance with Environmental Laws

Our current operations are not subject to any environmental laws.

Facilities

We do not own or rent facilities of any kind. We plan to conduct our operations from the office of our president until we are in a position to commence and expand operations.  

Employees

We have commenced only limited operations, and therefore currently have no employees other than our sole officer and director.

Item 1A. Risk Factors.

Not applicable.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We do not own any real property interest. Our offices are located at 1701 Charles Iam Court, Las Vegas, Nevada 89117.

Item 3. Legal Proceedings.

None

Item 4. Mine Safety Disclosures.

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our shares of common stock do not trade on any recognized stock exchange or quotation system. We intend to retain a market maker that will file an application on our behalf to commence trading on OTC Markets. However, there is no guarantee that we will be successful in retaining a market maker, that FINRA will approve the application, or that a trading market will develop for our shares.

As of December 29, 2021, there were approximately 37 beneficial owners of record of our common stock.

Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. We have not paid any dividends and we do not have any current plans to pay any dividends.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of our Financial Conditions and Results of Operations.

Introduction

We were incorporated on March 24, 2021 under the laws of the State of Wyoming.

Results of Operations for Fiscal 2021

From our incorporation on March 24, 2021 to our fiscal year end of July 31, 2021, we did not earn any revenue. From inception on March 24, 2021 to July 31, 2021, we incurred net loss of $34,007 consisting entirely of general and administrative fees.

We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

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.

Liquidity and Capital Resources

As of July 31, 2021, our current assets of $55,863 consisted of $40,863 in cash and $15,000 in prepayments and deposits and our total liabilities were $6,470, which consisted entirely of accounts payable and accrued liabilities. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. From inception on March 24, 2021 to July 31, 2021, net cash used in operating activities was $42,537 consisting of our net loss for the period of $34,007 and prepayments and deposits at period end of $15,000, partially offset by an increase of accounts payable of $6,470 for accruing for professional fees.

Cash Flows from Investing Activities

From inception on March 24, 2021 to July 31, 2021, we have not had any cash flows from investing activities.

Cash Flows from Financing Activities

We have financed our operations exclusively through the sale of our common stock. From inception on March 24, 2021 to July 31, 2021, cash provided from financing activities was $83,400.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

Since our incorporation, we have financed our operations through proceeds from the sale of our common stock. We expect to finance operations through the sale of equity for the foreseeable future, as we do not receive significant revenue from our business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.

Our ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

Critical Accounting Policies

Our discussion and analysis of its financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

Off-Balance Sheet Arrangements

As of the date of this annual report, 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 are material to investors.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. We base its estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of our financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.

Property and Equipment

Property and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:

Evaluation of Long-Lived Assets

We review property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”. An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value.

Income Taxes

Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable

Item 8. Financial Statements and Supplementary Data.

JACK SHAMA, CPA, MA

1498 East 32^nd Street

Brooklyn, NY 11234

goaliyah@hotmail.com

631-318-0351

To the shareholders and the board of directors of Galaxy Enterprises Inc.

Report of Independent Registered Public Accounting Firm.

Opinion on the financial statements.

I have audited the accompanying balance sheet of Galaxy Enterprises Inc and the related statements of income, stockholders equity and cash flow for the period March 24, 2021 - July 31, 2021. In my opinion based on my audit the financial statements present fairly in all material respects the financial position of the company as of May 31, 2021 and the results of its operations and its cash flows for the year then ended in conformity with principles generally accepted in the United States of America.

These financial statements are the responsibility of the company’s management. My responsibility is to express an opinion on the financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2 to the financial statements, the company has no revenues has incurred losses, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe my audit provides a reasonable basis for my opinion.

/s/ Jack Shama                              

Jack Shama, CPA

December 17, 2021

I have served as the company’s auditor since June 2021.

GALAXY ENTERPRISE INC.

BALANCE SHEET

(The accompanying notes are an integral part of these audited financial statements)

GALAXY ENTERPRISE INC.

STATEMENT OF COMPREHENSIVE LOSS

From inception on March 24, 2021 to July 31, 2021

(The accompanying notes are an integral part of these audited financial statements)

GALAXY ENTERPRISE INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

From inception on March 24, 2021 to July 31, 2021

(The accompanying notes are an integral part of these audited financial statements)

GALAXY ENTERPRISE INC.

STATEMENT OF CASH FLOWS

From inception on March 24, 2021 to July 31, 2021

(The accompanying notes are an integral part of these audited financial statements)

GALAXY ENTERPRISES INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

July 31, 2021

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2021, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management assessed the effectiveness of internal control over financial reporting as of July 31, 2021. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —Integrated Framework.

B. Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of July 31, 2021 and were subject to material weaknesses.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting using the criteria established in the COSO:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of July 31, 2021, our internal control over financial reporting is not effective.

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d15(f) under the Exchange Act) during the fourth quarter of our 2019 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Our executive officers and directors and their respective ages are as follows:

The following describes the business experience of our directors and executive officers:

Gregory Navone

Mr. Navone has been a self-employed licensed real estate broker and developer since 1980. His work has included investing and developing residential and commercial real estate including several shopping malls in Las Vegas from 1995 to 2000; rezoning and developing a 650 unit apartment building at Flamingo Road and Decatur Boulevard in Las Vegas, which was completed in November 1998; owning and managing hotels in Las Vegas from August 2000 to June 2006; and inspecting and evaluating land parcels including preparing financial projections and estimated yield since 1980. Mr. Navone earned a Bachelor of Arts degree from St. Mary’s College of California located in Moraga, California in 1968. He intends to devote approximately 50% of his business time to our company.

James C. Shaw

Mr. Shaw has previous work experience as a consultant for D. Richey Management Corp., a company involved in hotel management and consulting in Wilton, Connecticut from April 1987 to February 1989; as a residential and commercial real estate salesperson for Hoppe Realty in Las Vegas from April 1988 to July 1990; and as a business consultant from June 2014 to May 2015 for X3CNG, a company based in Parma, Italy that established compressed natural gas facilities in Colorado. Mr. Shaw holds a degree in food service administration from State University of New York at Cobleskill (1977), as well as a hotel administration degree from the University of Nevada - Las Vegas (1980). Mr. Shaw has been semi-retired since May 2015 although he does devote some time to a video business through his private company, Jazz Gas. He intends to devote approximately 25% of his business time to our company.

Kurt Strakaluse

Mr. Strakaluse is the founder and managing director of 30 Minute Security, a private investigation firm based in Las Vegas that he established in 2000. In 1992 and 1993, he has also acted as an instructor at the N.R.A. Police Firearms Instructor School, an automatic pistol skills course, as well as a guest instructor for F.B.I. Swat Teams in Boston in 1997. Mr. Strakaluse graduated from the Rhode Island Police Academy in November 1990. He intends to devote approximately 10% of his business time to our company.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than five percent (5%) of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended July 31, 2021, all such filing requirements applicable to its officers and directors were complied with, except that our three directors were required to file a Form 3 with respect to their shareholdings.

Code of Ethics

We have not adopted a Code of Ethics that governs the conduct of our officer.

Audit Committee

We do not have a formal audit committee or an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.

Item 11. Executive Compensation.

The following table sets forth the compensation paid by us since our incorporation to our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

EXECUTIVE OFFICER COMPENSATION TABLE

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Compensation of Directors

Our directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director service contracts.

Change of Control

We do not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as December 29, 2021, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

The percent of class is based on 4,170,000 shares of common stock issued and outstanding as of the date of this prospectus

None of the above shareholders have any right to acquire additional shares of common stock in the capital of the Company. There are no arrangements that may result in our change in control of the Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;

* Any person proposed as a nominee for election as a director;

* Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

* Our sole promoter, Gregory Navone;

* Any relative or spouse of any of the foregoing persons who has the same house as such person;

* Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

Item 14. Principal Accountant Fees and Services.

Audit Fees.

The aggregate fees billed by for professional services rendered for the accounting and audit of our financial statements for the fiscal year ended July 31, 2021 was $2,000.

Audit-Related Fees.

There have been no audit-related fees billed by our accountants in the last fiscal year of our Company.

Tax Fees.

There have been no tax fees billed by our accountants in the last fiscal year of our Company.

All Other Fees.

Other fees billed by our accountants in the last fiscal year of our Company totaled $3,800.

It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee.

Item 15. Exhibits and Financial Statement Schedules.

Exhibits

* filed as an exhibit to our registration statement on Form S-1 dated July 20, 2021.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.