UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC ~~D.C.~~ 20549

FORM 10–Q

(Mark One)

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

For the quarterly period ended January 31, 2014

[ ] 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: 333-184026

3D Pioneer Systems, Inc.
(Exact name of registrant as specified in its charter)
Nevada		27-1679428
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
22, Hanover Square, West Central, London, United Kingdom, W1S 1JP
(Address of principal executive offices)
0044-203-700-8925
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the 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 [X] 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 (§232.405 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 [X] 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 (Check one).

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company)

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

As of March 13, 2013 there were 76,398,045 shares of the issuer's common stock, par value $0.01, outstanding.

3D PIONEER SYSTEMS, INC.

FORM 10-Q

~~FOR~~[X] QUARTERLY ~~THE~~REPORT ~~QUARTERLY~~UNDER ~~PERIOD~~SECTION ~~ENDED~~13 ~~JANUARY~~OR ~~31,~~15(d) ~~2014~~OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

3D PIONEER SYSTEMS, INC.

(Exact Name of the Registrant as Specified in its Charter)

Nevada

46-2276094

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

Level 1, 220 Albert Road

South Melbourne, VIC 3205 Australia

(Address of Principal Executive Offices and Zip Code)

+61 408 002 099

(Registrant’s Telephone Number, Including Area Code)

Securities to be registered under Section 12(b) of the Act: None

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

Common Stock, Par Value $0.001

Check 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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 [X]

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.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller Reporting Company	[X]
		Emerging growth company	[X]

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 7(a)(2)(B) of the Securities Act. [ ]

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

As of May 11, 2021, there were 451,473,181 shares issued and outstanding of the registrant’s common stock.

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 1	Condensed Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures.	16
Item 4	Controls and Procedures	10
	PART II - OTHER INFORMATION
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	17
Item 1	Legal Proceedings	11
Item 1A.	Risk Factors.	17
Item 1A	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities.	17
Item 3	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures.	17
Item 4	Mine Safety Disclosures	11
Item 5.	Other Information.	17
Item 5	Other Information	11
Item 6.	Exhibits.	18
Item 6	Exhibits	11
	SIGNATURES	19

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10K filed with the SEC on October 29, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending July 31, 2014.

3D PIONEER SYSTEMS, INC.

(AUNAUDITED FINANCIAL ~~Development Stage Company)~~Statements

~~INDEX~~For the TOTHREE ~~UNAUDITED~~AND ~~CONDENSED~~EIGHT ~~FINANCIAL~~months ~~STATEMENTS~~ended MARCH 31, 2021 and 2020

~~From~~INDEX TO ~~Inception~~CONDENSED onFINANCIAL ~~April 22, 2008 through January 31, 2014~~STATEMENTS

	Page
Condensed Balance Sheets as of March 31, 2021 and July 31, 2020 (unaudited)	F-1
Condensed Balance Sheets	4
Condensed Statements of Operations for Three and Eight Months Ended March 31, 2021 and 2020 (unaudited)	F-2
Condensed Statements of Operations	5
Condensed Statement of Stockholders’ Equity (Deficit) for the Three and Eight Months Ended March 31, 2021 and July 31, 2020 (unaudited)	F-3
Condensed Statements of Cash Flows	6
Condensed Statements of Cash Flows for the Eight Months Ended March 31, 2021 and 2020 (unaudited)	F-4
Notes to the Condensed Financial Statements	7
Notes to Condensed Financial Statements (unaudited)	F-5

3D PIONEER SYSTEMS, INC.
Condensed Balance Sheets
(Unaudited)

	March 31, 2021			July 31, 2020

ASSETS
Current assets
Cash held in trust	$	376,311		$
Advances to third party		12,500
Total Current Assets		388,811			-

Noncurrent assets
Intangible assets, net of accumulated amortization $284 and $0 as of March 31, 2021 and July 31, 2020 respectively		172,216			-
Total Noncurrent Assets		172,216

TOTAL ASSETS	$	561,027		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	179,356		$	500
Stock subscription payable		9,850
Due to related party		800			18,655
Total Current Liabilities		190,006			19,155

TOTAL LIABILITIES		190,006			19,155

COMMITMENTS AND CONTNGENCIES

Stockholders’ Equity (Deficit)
Series A Preferred stock, $0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding		1			1
Common stock, $0.001 par value;599,999,000 shares authorized; 451,473,181 and 108,525,256 shares issued and outstanding as of March 31, 2021 and July 31, 2020, respectively		451,473			108,525
Additional paid-in capital		975,771			752,844
Accumulated deficit		(1,056,224	)		(880,525	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		371,021			(19,155	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	561,027		$	-

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

F-1

3D PIONEER SYSTEMS, INC.
Condensed Statements of Operations
(Unaudited)

	For the three months ended March 31, 2021			For the three months ended March 31, 2020			For the eight months ended March 31, 2021			For the eight months ended March 31, 2020

Revenue	$	-		$			$	-		$

Operating expenses:
General and administrative expenses		2,197			-			3,447			-
Consulting fees		3,750			-			140,000			-
Amortization expense		284			-			284			-
Professional fees		27,962			5,323			31,968			14,283
Total Operating Expenses		34,193			5,323			175,699			14,283

Loss from operations		(34,193	)		(5,323	)		(175,699	)		(14,283	)

Net loss	$	(34,193	)	$	(5,323	)	$	(175,699	)	$	(14,283	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		439,117,521			108,525,256			383,041,239			108,525,256

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

F-2

3D PIONEER SYSTEMS, INC.
Condensed Statement of Stockholders’ Equity (Deficit)
(Unaudited)

	Common Stock Shares		Common Stock Amount		Preferred Stock Shares		Preferred Stock Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
For the three and eight months ended March 31, 2020
Balance at July 31, 2019		108,525,256	$	108,525		-		-	$	748,885		$	(860,110	)	$	(2,700	)
Related party debt forgiven		-		-		-		-		3,420			-			3,420
Preferred Stock issued for settlement of debt		-		-		1,000		1		539			-			540
Net loss for the five months ended December 31, 2019		-		-		-		-		-			(8,960	)		(8,960	)
Balance at December 31, 2019		108,525,256	$	108,525		1,000	$	1	$	752,844		$	(869,070	)	$	(7,700	)
Net loss for the three months ended March 31, 2020		-		-		-		-		-			(5,323	)		(5,323	)
Balance at March 31, 2020		108,525,256	$	108,525		1,000	$	1	$	752,844		$	(874,393	)	$	(13,023	)

For the three and eight months ended March 31, 2021
Balance at July 31, 2020		108,525,256	$	108,525		1,000	$	1	$	752,844		$	(880,525	)	$	(19,155	)
Common Stock issued for consulting services		250,000,000		250,000		-		-		(115,000	)		-			135,000
Common Stock issued for cash		29,240,000		29,240		-		-		147,160			-			176,400
Net loss for the five months ended December 31, 2020		-		-		-		-		-			(141,506	)		(141,506	)
Balance at December 31, 2020		387,765,256	$	387,765		1,000	$	1	$	785,004		$	(1,022,031	)	$	150,739
Common Stock issued for cash		63,707,925		63,708						168,612						232,320
Related party debt Forgiven										22,155						22,155
Net loss for the three months ended March 31, 2021		-		-				-		-			(34,193	)		(34,193	)
Balance at March 31, 2021		451,473,181	$	451,473		1,000	$	1	$	975,771		$	(1,056,224	)	$	371,021

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

F-3

3D PIONEER SYSTEMS, INC.
Condensed Statements of Cash Flows
(Unaudited)

	For the eight months ended March 31, 2021			For the eight months ended March 31, 2020
Operating Activities:
Net loss	$	(175,699	)	$	(14,283	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		284			-
Stock issued for services		135,000			-
Expenses paid by related party		-			3,960

Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		6,356			(2,000	)
Net cash used in operating activities		(34,059	)		(12,323	)

Investing Activities:
Payments of advance to third party		(12,500	)		-
Net cash used in investing activities		(12,500	)		-

Financing Activities:
Proceeds from related party loan		4,300			12,323
Proceeds from stock subscription payable		9,850			-
Proceeds from issuance of common stock		408,720			-
Net cash provided by financing activities		422,870			12,323

Net increase in cash and equivalents		376,311			-
Cash and equivalents at beginning of period		-			-
Cash and equivalents at end of period	$	376,311		$	-

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Preferred stock issued for settlement of related party debt	$	-		$	540
Related party debt forgiven	$	22,155		$	3,420

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

F-4

3D PIONEER SYSTEMS, INC.

(ANOTES TO ~~Development~~CONDENSED ~~Stage~~FINANCIAL ~~Company)~~STATEMENTS

~~Condensed~~MARCH 31, ~~Balance~~2021 ~~Sheets~~and 2020

	January 31, 2014			July 31, 2013
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	17,497		$	2,231
Total Current Assets		17,497			2,231
TOTAL ASSETS	$	17,497		$	2,231
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		12,440			100
Accrued interest		2,088			-
Due to related party		13,363			3,235
Total Current Liabilities		27,891			3,335
Long-Term Liabilities
Convertible note payable		76,923			-
Total Long-Term Liabilities		76,923			-
TOTAL LIABILITIES		104,814			3,335
STOCKHOLDERS' DEFICIT
Common Stock, par value $0.01, 200,000,000 shares authorized, 76,108,190 and 76,032,000 shares issued and outstanding, respectively		761,082			760,320
Capital deficiency		(693,562	)		(712,800	)
Deficit accumulated during the development stage		(154,837	)		(48,624	)
Total Stockholders' Deficit		(87,317	)		(1,104	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	17,497		$	2,231

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

3D PIONEER SYSTEMS, INC. (A Development Stage Company) Condensed Statements of Operations (Unaudited)

	Three Months Ended January 31,						Six Months Ended January 31,						Cumulative from Inception on April 22, 2008 to January 31,
	2014			2013			2014			2013			2014
REVENUES:	$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES:
General and administrative		45,682			203			46,753			1,062			48,319
Professional fees		10,311			12,562			30,449			22,062			77,507
Total Operating Expenses		55,993			12,765			77,202			23,124			125,826
OTHER INCOME (EXPENSE)
Interest expense		(1,513	)		-			(29,011	)		-			(29,011	)
NET LOSS	$	(57,506	)	$	(12,765	)	$	(106,213	)	$	(23,124	)	$	(154,837	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		76,032,837			37,266,784			76,032,416			34,171,136

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

3D PIONEER SYSTEMS, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	Six Months Ended January 31,						Cumulative from Inception on April 22, 2008 to January 31,
	2014			2013			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(106,213	)	$	(23,124	)	$	(154,837	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest expense on conversion feature		26,923			-			26,923
Changes in operating assets and liabilities:
Prepaid expenses		-			358			-
Accounts payable and accrued liabilities		12,340			5,062			12,440
Accrued interest		2,088			-			2,088
Net cash used in operating activities		(64,862	)		(17,704	)		(113,386	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		10,128			12,000			13,363
Issuance of common stock for cash		20,000			-			67,520
Proceeds from convertible note payable		50,000			-			50,000
Net cash provided by financing activities		80,128			12,000			130,883
Net increase (decrease) in cash and cash equivalents		15,266			(5,704	)		17,497
Cash and cash equivalents - beginning of period		2,231			19,307			-
Cash and cash equivalents - end of period	$	17,497		$	13,603		$	17,497
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

~~The~~3D Pioneer ~~accompanying~~Systems, ~~notes~~Inc., ~~are~~– anDPSM ~~integral~~is ~~part~~a ofpublicly ~~these~~traded ~~condensed~~company ~~financial~~incorporated ~~statements~~in Nevada, USA since 2008. Early 2021 the company repositioned itself to become a digital asset and cybersecurity company.

6DPSM`s purpose is “to protect digital assets of everyone.” DPSM offers various products and services to its target audience in one place to make it convenient and easy for its customers to deal with their digital assets and cybersecurity concerns.

3DThe company ~~PIONEER~~is ~~SYSTEMS,~~headquartered ~~INC~~in Australia and aspires to become one stop digital asset and cybersecurity global company.

~~(A Development Stage Company)~~Our History

~~Notes~~Organization and toCorporate ~~Condensed Financial Statements~~History

~~January~~The Company 31was incorporated in the state of Nevada on April 2, 2008, under the name Mobile Gaming International Corp. On October 13, 2014, the Company changed its name to 3D Pioneer Systems, Inc. The Company planned to develop and market mobile smart phone and tablet applications. Its first application was an electronic prescription application for the medical, dental and veterinarian fields called “Quickprescribe”. The Company never produced any revenues, and, in the summer of 2014, it terminated all business activity. On August 14, 2019 District Court of Nevada appointed a custodian for the Company. On August 16, 2019, the Company filed a certificate of revival with the state of Nevada.

On March 2, 2021, our Board unanimously approved the Corporate Actions and the amendment to articles of incorporation (~~Unaudited~~“Amendment”) which include the Reverse Stock Split that shall cause each 150 shares of Common Stock to be converted into one share of Common Stock. The Reverse Stock Split will reduce the number of outstanding shares, which will in turn reduce the Company’s administrative costs associated with such the prior number of shares and is expected to increase the per share price of our Common Stock. Our Board has determined that the Reverse Stock Split is in the best interests of the Company. The Company has received the approving consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company entitled to vote on the Reverse Stock Split. Accordingly, no additional vote of the Company’s stockholders is required to approve the Reverse Stock Split.

~~NOTE~~The Reverse 1Stock Split will become effective upon the later of (i) the filing of the Amendment with the Secretary of State of the State of Nevada, (ii) approval of the Reverse Stock Split by FINRA, and (iii) the 20th calendar day after the date on which this Information Statement and the accompanying notice are mailed to our stockholders. The Reverse Stock Split will be treated as a tax- ~~CONDENSED~~free ~~FINANCIAL~~recapitalization for ~~STATEMENTS~~federal income tax purposes. We expect the Effective Date of the Reverse Stock Split to be on or about May 11, 2021.

~~The~~On December ~~accompanying~~1, ~~financial~~2020 ~~statements~~the ~~have~~Board ~~been~~has ~~prepared~~approved bythat in the ~~Company~~best ~~without~~interests ~~audit. In~~of the ~~opinion~~Corporation, ofthe ~~management,~~total ~~all~~number ~~adjustments~~of ~~(which~~shares ~~include~~of ~~only~~stock ~~normal~~that ~~recurring~~the ~~adjustments)~~Corporation shall ~~necessary~~have authority to ~~present~~issue ~~fairly~~is ~~the~~750,000,000 ~~financial~~shares ~~position~~of common stock, ~~results~~par ofvalue ~~operations~~$0.001, and ~~cash~~20,000,000 ~~flows~~shares atof ~~January~~preferred 31stock, ~~2014,~~par value ~~and~~$0.001. ~~for~~The ~~all~~change ~~periods~~in ~~presented~~the ~~herein,~~authorized ~~have~~shares ~~been~~will ~~made~~be applied after FINRA approve the Reverse Stock Split.

~~Certain~~In addition, ~~information~~the ~~and~~Board ~~footnote~~resolved ~~disclosures~~on ~~normally~~December ~~included~~1, in2020 ~~financial~~that ~~statements~~as ~~prepared~~consideration infor ~~accordance~~redemption ~~with~~of ~~accounting~~1,000 ~~principles~~shares ~~generally~~of ~~accepted~~Series inA ~~the~~Preferred ~~United~~Stock, ~~States~~the Corporation ofshall ~~America~~issue ~~have~~to ~~been~~the ~~condensed~~ABRAR orInvestments ~~omitted~~Pty Ltd. It, isan ~~suggested~~Australian ~~that~~corporation ~~these~~(“Shareholder”), ~~condensed~~1,000,000 ~~financial~~shares ~~statements~~of Common beStock, ~~read~~concurrently ~~in conjunction~~ with ~~the financial statements~~ and ~~notes~~upon ~~thereto~~the ~~included~~Shareholder inreturning the ~~Company's~~Series ~~July~~A ~~31,~~Preferred ~~2013~~Stock ~~audited~~to ~~financial~~the ~~statements~~Corporation. The ~~results~~Series ofA ~~operations~~Preferred Stock ~~for~~will ~~the~~be ~~period~~returned ~~ended~~to ~~January~~the ~~31,~~Corporation ~~2014~~and ~~are~~cancelled. ~~not~~Those ~~necessarily~~shares ~~indicative~~will ofbe ~~the~~issued ~~operating~~after ~~results~~FINRA’s ~~for~~approval of the ~~full~~Reverse ~~years~~Stock Split.

Change in Control

On December 1, 2020, pursuant to a Securities Purchase Agreement dated October 30, 2020, ABRAR Investments Pty Ltd purchased 250,000,000 shares of the Company’s common stock and 1,000 shares of the Company’s Series A preferred stock (the “Purchased Shares”) from Barbara M. Bauman for $135,000. The Purchased Shares represented approximately 70% of the Company’s issued and outstanding shares of Common Stock. In connection with the closing of the transaction and in accordance with the Agreement, the Board appointed Mr. Agim Metalla to fill the vacancy on the Company’s Board of Directors caused by the resignation of Ms. Bauman. In addition, Mr. Patrick St-Pierre was appointed CEO, President, CFO and the secretary of the Company. On May 12, 2021. Mr. Shilow Shaffier resigned as Chief Executive Officer, President, Chief Financial Officer and the secretary of the Company and as a Board Member, effective immediately. On May 12, 2021, Mr. Patrick St-Pierre was appointed CEO, President and CFO of the Company and as a member of the Board of Directors.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Development~~Basis of ~~Stage Company~~Presentation

The Company’s financial statements have been prepared using the accrual method of accounting. The Company’s fiscal year-end is changed ~~considered~~from July 31 to beJune in30 from the ~~development~~filing ~~stage~~of as10-QT ~~defined~~for inthe ~~Accounting~~two ~~Standards~~months ~~Codification~~ended ~~(ASC)~~December ~~915~~31, ~~"Development~~2020. ~~Stage~~This ~~Entities~~is to facilitate the future reporting with consolidated accounts of the company that is targeted to be acquired from DPSM." The ~~Company~~most recent audit is ~~devoting~~done ~~substantially~~for ~~all~~the year ended July 31, 2020. On March 1, 2021 the Board of ~~its~~Directors ~~efforts~~of DPSM. (the “Company”) adopted a resolution to ~~development~~change the ofCompany’s ~~business~~fiscal ~~plans~~year end from July 31 to June 30 and an 8-K is filed with Securities and Exchange Commission on March 3, 2021.

The accompanying unaudited condensed interim financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended July 31, 2020 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.

F-5

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with ~~accounting~~US ~~principles~~GAAP ~~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 and the reported ~~amount~~amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Intangible Asset

As per ASC 985-20, company determines the software (Intangible Asset) purchased as capital asset and it will be amortized with an expected life of 5 years.

Income Taxes

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 740, “Income Taxes,” for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-based Compensation

The Company follows FASB ASC Subtopic 718, “Stock Compensation,” for accounting for stock-based compensation. The guidance requires that share-based payment transactions with employees and non-employees for services rendered be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense as services are rendered or over their vesting periods.

Basic and Diluted Loss Per Share

Earnings per share (EPS) is calculated in accordance with the FASB ASC Topic 260, “Earnings Per Share.” Basic net income (loss) per share is based upon the weighted average number of common shares outstanding. Diluted net income (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Potentially-dilutive securities are excluded from income (loss) per share when they are anti-dilutive. The Company has no potentially-dilutive securities issued and outstanding during the periods presented.

Cash and Cash Equivalents

Cash ~~and cash~~ equivalents ~~include~~consist ~~cash in banks, money market funds, and certificates~~ of ~~term~~highly ~~deposits~~liquid investments with maturities of ~~less than~~ three months ~~from~~or ~~inception,~~less ~~which~~when ~~are~~purchased. ~~readily~~Since ~~convertible~~the toCompany ~~known~~currently does ~~amounts~~not ofhave ~~cash~~a ~~and~~bank ~~which~~account, incash ~~the~~and ~~opinion~~cash ofequivalents ~~management,~~ are ~~subject~~held toin ana ~~insignificant~~trust ~~risk~~account ofwith ~~loss~~its inmajority ~~value~~shareholder. ~~The~~At ~~Company~~March ~~had $17~~31,~~497~~ 2021 and $2July 31,~~231~~ in2020, cash ~~and~~totaled ~~cash~~$376,311 ~~equivalents~~and at$0, ~~January 31~~respectively, ~~2014~~ and ~~July~~cash ~~31,~~equivalents ~~2013,~~amounted ~~respectively~~to $0.

~~Fair value of financial instruments~~F-6

~~The carrying amounts reported in the balance sheet for accounts payable approximate fair value because of their immediate or short term maturity.~~COVID-19

~~Start~~In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-Up19) ~~Costs~~outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, including travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2021. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Registration Statement on Form 10. These estimates may change, as new events occur and additional information is obtained.

InNOTE 3 ~~accordance~~– ~~with~~GOING ~~ASC 720, "Start-up Activities", the Company expenses all costs incurred in connection with the start-up and organization of the Company.~~CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company has not generated any revenues, and had an accumulated deficit at March 31, 2021 of $1,056,224. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – STOCKHOLDERS’ EQUITY

Capital Stock Issued

During the eight months ended March 31, 2020, the Company issued 1,000 shares of Series A Preferred Stock to Barbara McIntyre Bauman for repayment of the related party debt totaling $540 (see NOTE 6). The Series A Preferred Stock entitle the holder to 1,000,000 votes per share on all shareholder matters and have no conversion rights.

During the eight months ended March 31, 2021, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for consulting services totaling $135,000.

During the period from October 2020 through March 2021, the Company sold and issued 92,947,925 shares of common stock to 32 independent investors pursuant to a private placement; 23,200,000 shares at $0.005; 7,522,000 shares at $0.01; 425,925 shares at $0.027 and 61,800,000 shares at $0.0033 for a total amount of $408,720. The Company also received $9,850 in stock subscriptions for 246,250 shares at $0.04 that have not yet been issued. The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

Authorized Capital Stock

Common Stock

The Company is authorized to issue 599,999,000 shares of common stock with a par value of $0.001 per share. As of March 31, 2021 and July 31, 2020, 451,473,181 and 108,525,256 shares were issued and outstanding, respectively.

F-7

Preferred Stock

The Company is authorized to issue 1,000 shares of Series A Preferred Stock with a par value of $0.001 per share. As of March 31, 2021 and July 31, 2020, 1,000 shares were issued and outstanding. The Series A Preferred Stock is not convertible into any other class or series of stock and shall not be entitled to receive any dividend except as may be declared by the Board of Directors. On all matters to come before the shareholders of the Company, the holder of Series A Preferred shall be entitled to 1,000,000 votes per share and it will be applied after FINRA approves the Reverse Stock Split process.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company has no known commitments or contingencies as of March 31, 2021 or July 31, 2020.

NOTE 6 – RELATED PARTY TRANSACTIONS

Due to Related Parties

During the three months ended March 31, 2020, Barbara McIntyre Bauman, the former CEO and President of the Company, paid expenses on behalf of the Company totaling $3,960 to revive the Company’s operations. Also, during the eight months ended March 31, 2020, the Company issued 1,000 shares of Series A Preferred Stock valued at $540 to Ms. Bauman for repayment of these amounts owed to her. The difference of $3,420 was forgiven by Ms. Bauman, and the Company recorded the resulting gain as additional paid-in capital.

During the eight months ended March 31, 2021, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for consulting services totaling $135,000.

During the eight months ended March 31, 2021 and 2020, the Company received $4,300 and $12,323, respectively, in advances from related parties, resulting in related party payables of $800 and $18,655 at March 31, 2021 and July 31, 2020, respectively. The advances were non-interest bearing, uncollateralized and due on demand. On January 28, 2021, Barbara M. Bauman, a related party, forgave the $22,155, owed to her by the Company.

NOTE 7 – INTANGIBLE ASSETS

The Company purchased on March 29, 2021 the-Learning Management System (DPSM Branded Sphere) and three cybersecurity modules in the amount of $172,500 from Rayont Technolgies Pty Ltd, a nonrelated party. The modules are:

	●	Cybersecurity Kids Module
	●	Cybersecurity Consumer Module
	●	Cybersecurity Corporate and Government Module

DPSM will offers various products and services to its target audience in one place to make it convenient and easy for its customers to deal with their digital assets and cybersecurity concerns.

The intangible asset will be paid in the end of the May 2021 due to some more tests that the Company will do to be sure that everything is ok by mutual agreement between the Rayont Technologies Pty Ltd and the Company.

As of March 31, 2021 and July 31, 2020, intangible assets consisted of the following:

Components of intangible assets:

	March 31, 2021			July 31, 2020
Computer software, gross	$	172,500			-
Less: Accumulated amortization		(284	)		-
Intangible assets, net	$	172,216			-

Estimated future amortization expense of intangible assets:

	As on March 31, 2021
Estimated future amortization expense of intangible assets:
For the year ending June 30, 2021 - remaining	$	8,601
For the year ending June 30, 2022		34,500
For the year ending June 30, 2023		34,500
For the year ending June 30, 2024		34,500
For the year ending June 30, 2025		34,500
Thereafter		25,615
Total	$	172,216

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated any other events occurring from March 31, 2021 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to “Cautionary Note Regarding Forward Looking Statements” in Item 1 above.

The Company has been inactive since the summer of 2014. The Company has not had any revenues from operations during the last six fiscal years nor any interim period in the current fiscal year for which financial statements are furnished in this Registration or amendments thereto. Therefore, the Company is not able to nor is it required to provide comparative period-to-period analysis of its operations pursuant to Item 303 of Regulation B.

Plan of Operations

We are currently investigating to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time is to become a digital asset and cybersecurity company. DPSM`s purpose is “to protect digital assets of everyone.” The Company offers various products and services to its target audience in one place to make it convenient and easy for its customers to deal with their digital assets and cybersecurity concerns.

DPSM is headquartered in Australia and aspires to become one stop digital asset and cybersecurity global company.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations and administering the Company’s business for the next 12 months are established to be as follows:

	(i)	filing of Exchange Act reports, (approximately $25,000) and
	(ii)	costs relating to consummating an acquisition (approximately $10,000) and
	(iii)	General Administrative Expenses (approximately $20,000).

To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will provide any portion of the Company’s future financing requirements. Mr. St-Pierre, the Company’s President, and ABRAR Investment Pty Ltd (“ABRAR”) the principal shareholder of the Company, would favorably entertain funding, through loans, the corporate expenses for approximately 24 months. Any loans by them would be on an interest-free basis, documented by a promissory note and payable only upon consummation of a business combination transaction. Upon consummation of a business combination, we or the target may reimburse them for any such loans from funds furnished by the target. We have no written agreement with Mr. St-Pierre or with ABRAR to advance any further funds for future operating expense, therefore there is no assurance that such funds from Mr. St-Pierre or ABRAR will be forth coming, if required.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Since the Company does not have any assets or revenues, any capital required for future growth would have to be provided by the target company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Although our officers and/or or directors have had preliminary contacts or discussions with representative of other entities regarding a business combination with us, no verbal or written commitments have been entered into. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may affect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective shareholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Sources of Business Opportunities

The Company intends to use various sources in its search for potential business opportunities including its officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of the Company’s limited capital, it may not be able to retain on a fee basis professional firms specializing in business acquisitions and reorganizations. The Company will most likely have to rely on outside sources, not otherwise associated with the Company that will accept their compensation only after the Company has finalized a successful acquisition or merger. The Company will rely upon the expertise and contacts of such persons, use notices in written publications and personal contacts to find merger and acquisition candidates, the exact number of such contacts are dependent upon the skill and industriousness of the participants and the conditions of the marketplace. To date the Company has not engaged nor entered into any definitive agreements nor understandings regarding retention of any consultant to assist the Company in its search for business opportunities, nor is management presently in a position to actively seek or retain any prospective consultants for these purposes.

The Company does not intend to restrict its search to any specific kind of industry or business. The Company may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Company may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Company could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering.

Evaluation

Once the Company has identified a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted or whether further investigation is necessary. Such determination will generally be based on management’s knowledge and experience, (limited solely to working history) See “Item 5. Directors, Executive Officers, Promoters and Control Persons”. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of the Company’s limited capital it may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity. Management will not devote full time to finding a merger candidate, will continue to engage in outside unrelated activities, and anticipates devoting no more than an average of five (5) hours weekly to such undertaking.

In evaluating such potential business opportunities, the Company will consider, to the extent relevant to the specific opportunity, several factors including potential benefits to the Company and its shareholders; working capital, financial requirements and availability of additional financing; history of operation, if any; nature of present and expected competition; quality and experience of management; need for further research, development or exploration; potential for growth and expansion; potential for profits; and other factors deemed relevant to the specific opportunity.

Because the Company has not located or identified any specific business opportunity as of the date hereof, there are certain unidentified risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many of the potential business opportunities available to the Company may involve new and untested products, processes or market strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

Presently the Company cannot predict the manner in which it might participate in a prospective business opportunity. Each separate potential opportunity will be reviewed, and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which the Company participates in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of the Company and management of the opportunity, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or consolidation. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization however, the Company does not intend to participate in opportunities through the purchase of minority stock positions.

Because of the Company’s current status of inactivity since 2014 and its concomitant lack of assets and relevant operating history, it is likely that any potential merger or acquisition with another operating business will require substantial dilution to the Company’s existing shareholder’s interests. There will probably be a change in control of the Company, with the incoming owners of the targeted merger or acquisition candidate taking over control of the Company. Management has not established any guidelines as to the amount of control it will offer to prospective business opportunity candidates, since this issue will depend to a large degree on the economic strength and desirability of each candidate, and the corresponding relative bargaining power of the parties. However, management will endeavor to negotiate the best possible terms for the benefit of the Company’s shareholders as the case arises. Management may actively negotiate or otherwise consent to the purchase of any portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition. In such an event, existing shareholders may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction. The payment of any compensation to any director, officer or promoter would never be a condition to which a target company would have to agree to prior to completing a business compensation.

Management does not have any plans to borrow funds to compensate any persons, consultants, or promoters in conjunction with its efforts to find and acquire or merge with another business opportunity. Management does not have any plans to borrow funds to pay compensation to any prospective business opportunity, or shareholders, management, creditors, or other potential parties to the acquisition or merger. In either case, it is unlikely that the Company would be able to borrow significant funds for such purposes from any conventional lending sources. In all probability, a public sale of the Company’s securities would also be unfeasible, and management does not contemplate any form of new public offering at this time. In the event that the Company does need to raise capital, it would most likely have to rely on the private sale of its securities. Such a private sale would be limited to persons exempt under the Commissions’ Regulation D or other rule, or provision for exemption, if any applies. However, no private sales are contemplated by the Company’s management at this time. If a private sale of the Company’s securities is deemed appropriate in the future, management will endeavor to acquire funds on the best terms available to the Company. However, there can be no assurance that the Company will be able to obtain funding when and if needed, or that such funding, if available, can be obtained on terms reasonable or acceptable to the Company. The Company does not anticipate using Regulation S promulgated under the Securities Act of 1933 to raise any funds any time within the next year, subject only to its potential applicability after consummation of a merger or acquisition.

In the event of a successful acquisition or merger, a finder’s fee, in the form of cash or securities of the Company, may be paid to persons instrumental in facilitating the transaction. The Company has not established any criteria or limits for the determination of a finder’s fee, although most likely an appropriate finder’s fee will be negotiated between the parties, including the potential business opportunity candidate, based upon economic considerations and reasonable value as estimated and mutually agreed upon at that time. A finder’s fee would only be payable upon completion of the proposed acquisition or merger in the normal case, and management does not contemplate any other arrangement at this time. Current management has not in the past used any particular consultants, advisors or finders. Management has not actively undertaken a search for, or retention of, any finder’s fee arrangement with any person. It is possible that a potential merger or acquisition candidate would have its own finder’s fee arrangement, or other similar business brokerage or investment banking arrangement, whereupon the terms may be governed by a pre-existing contract; in such case, the Company may be limited in its ability to affect the terms of compensation, but most likely the terms would be disclosed and subject to approval pursuant to submission of the proposed transaction to a vote of the Company’s shareholders. Management cannot predict any other terms of a finder’s fee arrangement at this time. If such a fee arrangement was proposed, independent management and directors would negotiate the best terms available to the Company so as not to compromise the fiduciary duties of the representative in the proposed transaction, and the Company would require that the proposed arrangement would be submitted to the shareholders for prior ratification in an appropriate manner.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of July 31, 2020 and March 31, 2021, we have no off-balance sheet arrangements.

Accounting for Acquisitions

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired, and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.

~~Net~~CRITICAL ACCOUNTING ~~Loss Per Share of Common Stock~~POLICIES

~~The~~Our discussion ~~Company~~and ~~has~~analysis ~~adopted~~of ~~ASC~~our ~~260,~~financial ~~"Earnings~~condition ~~per~~and ~~Share,"~~results ~~("EPS")~~of ~~which~~operations ~~requires~~is ~~presentation~~based ofupon ~~basic~~our ~~and~~financial ~~diluted~~statements, ~~EPS~~which onhave ~~the~~been prepared ~~face~~in ofaccordance ~~the~~with ~~income~~U.S. ~~statement~~Generally ~~for~~Accepted ~~all~~Accounting ~~entities~~Principles ~~with~~(“GAAP”). ~~complex~~The ~~capital~~preparation ~~structures~~of ~~and~~these financial statements requires aus ~~reconciliation~~to ofmake ~~the~~estimates, ~~numerator~~judgments and ~~denominator~~assumptions ofthat affect the ~~basic~~reported ~~EPS~~amounts ~~computation~~of toassets, ~~the~~liabilities, ~~numerator~~revenues and ~~denominator~~expenses, and the related disclosure of ~~the~~contingent ~~diluted~~assets ~~EPS~~and ~~computation~~liabilities. InWe ~~the~~base ~~accompanying~~our ~~financial~~estimates ~~statements,~~on ~~basic~~historical ~~earnings~~experience ~~(loss)~~and ~~per~~on ~~share~~various isother assumptions ~~computed~~that bywe ~~dividing~~believe ~~net~~are ~~income~~reasonable ~~(loss)~~under by the ~~weighted~~circumstances, ~~average~~the ~~number~~results of ~~shares~~which ofform ~~common~~the ~~stock~~basis ~~outstanding~~for ~~during~~making judgments about the carrying ~~period~~values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

~~For~~An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the ~~period~~time ~~ended~~the ~~January~~estimate ~~31,~~is ~~2014~~made, ~~195,101~~and ~~shares~~if ofdifferent ~~potentially~~estimates ~~dilutive~~that ~~common~~reasonably ~~stock~~could have been used, ~~from~~or achanges ~~convertible~~in the ~~note~~accounting ~~payable~~estimate that are reasonably likely to occur, ~~were~~could ~~excluded~~materially ~~from~~impact the ~~EPS~~financial ~~computation~~statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the financial statements.

~~Concentrations of Credit Risk~~Income Taxes

The Company's ~~financial~~follows ~~instruments~~the ~~that~~asset ~~are~~and ~~exposed~~liability tomethod ~~concentrations~~ of ~~credit~~accounting ~~risk~~for ~~primarily~~future ~~consist~~income oftaxes. ~~its~~Under ~~cash~~this ~~and~~method, ~~cash~~future ~~equivalents~~income ~~and~~tax ~~related~~assets ~~party~~and liabilities ~~payables~~are itrecorded ~~will~~based ~~likely~~on ~~incur~~temporary indifferences between the ~~near~~carrying ~~future. The~~amount ~~Company~~of ~~places~~assets ~~its~~and ~~cash~~liabilities and ~~cash~~their ~~equivalents~~corresponding tax ~~with~~basis. ~~financial~~In ~~institutions~~addition, the future benefits of ~~high~~income ~~credit~~tax ~~worthiness.~~assets Atincluding ~~times,~~unused ~~its~~tax ~~cash~~losses, ~~and~~are ~~cash~~recognized, ~~equivalents~~subject ~~with~~to a ~~particular~~valuation allowance ~~financial~~to ~~institution~~the ~~may~~extent ~~exceed~~that ~~any~~it ~~applicable~~is ~~government~~more ~~insurance~~likely ~~limits.~~than ~~The~~not ~~Company's~~that ~~management~~such ~~plans~~future tobenefits ~~assess~~will ~~the~~ultimately ~~financial~~be ~~strength~~realized. ~~and~~Future ~~credit~~income ~~worthiness~~tax ofassets and ~~any~~liabilities ~~parties~~are tomeasured ~~which~~using itenacted ~~extends~~tax ~~funds,~~rates and aslaws ~~such,~~expected itto ~~believes~~apply ~~that~~when ~~any~~the ~~associated~~tax ~~credit~~liabilities ~~risk~~or ~~exposures~~assets are ~~limited~~to be either settled or realized. The Company’s effective tax rate approximates the Federal statutory rates.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, "Revenue Recognition." Revenue will consist of smartphone application monthly subscription fees and advertising and will be recognized only when all of the following criteria have been met:

i) Persuasive evidence for an agreement exists;

ii) Service has been provided;

iii) The fee is fixed or determinable; and

iv) Revenue is reasonably assured.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

NOTE 3 -GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of January 31, 2014, the Company has a loss from operations of $106,213; an accumulated deficit of $154,837; and it has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2014.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - CAPITAL STOCK

Authorized Stock

At inception, the Company authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Company is sought.

Effective October 14, 2013, the Company increased the number of authorized common shares to 200,000,000 shares, with par value $0.01 per share.

Share Issuance

Effective October 14, 2013, the Company affected a 16 for 1 forward split of its common stock, under which each shareholder of record received sixteen (16) new shares of the Company's common stock for every one (1) old share outstanding.

Since inception (April 22, 2008) to October 31, 2013, and retroactively adjusted to give effect to the 16 for 1 forward split, the Company has issued the following amount of shares:

· During the period ended July 31, 2008, the Company issued 32,000 common shares to an officer and director at $0.000625 per share for $20.

· During the year ended July 31, 2012, the Company issued 32,000,000 common shares to officers and a director at $0.000625 per share for $20,000.

· During the year ended July 31, 2013, the Company issued 44,000,000 common shares to unaffiliated investors at $0.000625 per share for $27,500.

On January 15, 2014 the Company entered into a financing agreement with a non-U.S. person, as defined under Regulation S of the Securities Act of 1933, as amended (the "Act"). Pursuant to the agreement, the Company will have access to drawdowns of $500,000 USD until January 15, 2016. The Company will submit such request for each drawdown to the non-U.S. person, and once accepted the Company shall issue common stock, which shall be exempt from registration under Regulation S of the Act.

The terms of the agreement include that upon subscription and funding by the non-US person, the Company shall issue common stock at a conversion price equal to 75% of the average of the closing prices of the Company's common stock, as quoted on Yahoo Finance, or other sources of stock quotes as agreed to by the parties, for the five banking days immediately preceding the date of the subscription.

As of January 31, 2014 the Company has received a subscription from the non-U.S. person for $20,000 USD, in which the Company is obligated to issue 76,190 shares of restricted common stock.

There were 76,108,190 and 76,032,000 common shares issued and outstanding at January 31, 2014 and July 31, 2013 respectively. Of these shares, 32,032,000 were issued to officers and a director of the Company.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On September 26, 2013, the Company issued a note payable to an unrelated party for $50,000. The note bears interest at 12%, is unsecured, and matures on September 26, 2016. The note holder has the right to immediately convert the Note at any time and from time-to-time, in whole or in part, before the maturity date. The note is convertible into shares of the Company's common stock at 65% of the average closing prices for the previous five trading days prior to the conversion.

Since the note is convertible into a variable number of shares based on a fixed monetary value, the Company followed guidance in ASC 480-10-25-14. This guidance requires the note and accrued interest to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the note and accrued interest is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance was recognized as interest expense on the dates of issuance.

Convertible note payable at January 31, 2014 and July 31, 2013 is summarized as follows:

	January 31, 2014		July 31, 2013
$50,000 convertible note payable; unsecured; bearing interest at 12% per annum; due September 26, 2016	$	76,923	$	-
Less: Current Portion		-		-
Long-Term Convertible Note Payable	$	76,923	$	-

NOTE 6 – DUE TO RELATED PARTY

As at January 31, 2014 and July 31, 2013, the Company was obligated to an officer, who is also a stockholder, for expenses paid for on behalf of and amounts advanced to the Company in exchange for a non-interest bearing demand loan with a balance of $13,363 and $3,235 respectively.

During the six months ended January 31, 2014 the Company paid and accrued management fees of $22,500 to its new sole director and officer, of which amount $10,500 was outstanding as an accrued liability at January 31, 2014.

NOTE 7 -SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are the following material subsequent events to report:

As of February 10, 2014, under terms of the financing agreement the Company has received another subscription from the non-U.S. person for $100,000 USD, in which it will issue 289,855 shares of restricted common stock, valued at $0.345 per share. On March 13, 2014, under the terms of the financing agreement, the Company has received another subscription from the non-U.S. person for $200,000, in which it will issue 606,060 shares of restricted common stock, valued at $0.33 per share. Therefore, after this second and third subscription, the Company has available to it $180,000 USD as additional drawdowns until January 15, 2016.

On February 22, 2014, the Company entered into a Transfer and Assignment of Intellectual Property agreement (the "Agreement") with Mark Flores Martin ("Flores") and Pencil Pig Ltd., a company wholly owned by Flores (collectively Flores and Pencil Pig Ltd. shall be referred to herein as the "Transferors").

In connection with the transaction, the Company's CEO and director Alex Tsingos has agreed to cancel 7,000,000 shares of the Company's common stock owned directly by him. The effect of this cancellation will be that no net shares are issued as a result of the transaction.

The material terms of the Agreement are as follows: a) the Transferors are the owners of all right, title and interest in an internet game entitled Tangled Tut ("Tut"); b) Transferors shall transfer all right, title and interest in Tut to the Company in exchange for the Company issuing to Flores 7,000,000 shares of restricted common stock of the Company (the "Shares"); and c) Flores shall receive all of the Shares for the transfer of Tut because he is the sole owner of Pencil Pig Ltd.

On February 3, 2014, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission ("SEC") that the board of directors of the Company (the "Board") had formed its initial board of advisors. As of February 22, 2014, the Board appointed Mark Flores Martin to act as an advisor in the role of the Chief of Technical Operations of the Company, in particular the executive team is seeking his advice in the further development of Tut. Flores shall provide such consulting services as an advisor to the Company pursuant to a consulting agreement which shall have the following terms: a) Flores shall receive consulting fee of 2,500 Euros for the first 6 months of the consulting agreement, and 3,500 Euros for the year and a half thereafter; b) Flores shall be entitled to expense reimbursement for necessary expenses incurred while performing such consulting services; and c) Flores shall have such responsibilities, duties and authority as assigned by the board of directors of the Company.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 herein as well as in the "Description of Business – Risk Factors" section in our Annual Report, Form 10-K, as filed on October 29, 2013. You should carefully review the risks described in our Prospectus 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.

All references in this Form 10-Q to the "Company," "3D Pioneer Systems," "we," "us," or "our" are to 3D Pioneer Systems, Inc.

Corporate Overview

We were incorporated in the State of Nevada on April 22, 2008 and our fiscal year end is July 31. Effective October 14, 2013 we changed our name from Mobile Gaming International Corp. to 3D Pioneer Systems, Inc. The Company's administrative address is 22, Hanover Square, West Central, London, United Kingdom, W1S 1JP. The telephone number is 0044-203-700-8925.

3D Pioneer Systems, Inc. has no revenues, and has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities and loans from our corporate officers and directors for funding.

3D Pioneer has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Effective October 14, 2013, the Company increased the number of authorized common shares to 200,000,000 shares, with par value $0.01 per share.

Effective October 14, 2013, the Company affected a 16 for 1 forward split of its common stock, under which each shareholder of record received sixteen (16) new shares of the Corporation's common stock for every one (1) old share outstanding.

Results of Operations

WeComparison of ~~have~~the ~~generated~~three nomonths ~~revenues~~ended ~~since~~March ~~inception and have incurred $154~~31,~~837~~ in2021 ~~expenses~~and ~~through January 31, 2014.~~2020

11Lack of Revenues

~~The following table provides selected financial data about our company for~~ For the ~~period~~three months ended ~~January~~March 31, ~~2014~~2021 and 2020, the ~~year~~Company ~~ended~~had ~~July~~no ~~31, 2013~~revenues.

Balance Sheet Date	01/31/14		7/31/13
Cash	$	17,497	$	2,231
Total Assets	$	17,497	$	2,231
Total Liabilities	$	104,814	$	3,335
Stockholders' Deficit	$	87,317	$	1,104

Operating Expenses

~~Three~~During the three months ended March 31, 2021 and ~~Six~~2020, ~~Month~~the ~~Periods~~Company ~~Ended~~incurred ~~January~~consulting 31expense of $3,750 ~~2014~~and ~~Compared~~$0, torespectively; ~~the~~professional fees ~~Three~~of $27,962 and ~~Six~~$5,323, ~~Month~~respectively; ~~Periods~~general ~~Ended~~and ~~January~~administrative 31expenses of $2,197 ~~2013~~and $0, respectively and amortization expense of $284 and $0, respectively.

	Three Months Ended January 31,				Six Months Ended January 31,
	2014		2013		2014		2013
General and administrative expenses	$	45,682	$	203	$	46,753	$	1,062
Professional fees		10,311		12,562		30,449		22,062
Interest expense		1,513		-		29,011		-
Net Loss	$	57,506	$	12,765	$	106,213	$	23,124

The increase in operating expenses from 2020 to 2021 is primarily the result of changing the reporting structure of the Company. It changed from alternative reporting to the full reporting. This change increased all expenses in order to fulfill the statutory obligations.

Our net loss for the three and six months ended January 31, 2014 was $57,506 and 106,213, as compared to a net loss of $12,765 and 23,124 during the comparable periods ended January 31, 2013. Our increase in net loss, for the three months ended January 31, 2014 was due primarily to an increase in general and administrative fees of $45,479 due to management fees of $42,500. Our increase in net loss, for the six months ended January 31, 2014 was due primarily to an increase in general and administrative expenses form the $42,500 in management fees that commenced in November 2013 and $29,011 in interest expense from a convertible feature on a note payable.Net Loss

~~Plan~~During the three months ended March 31, 2021 and 2020 the Company recognized net loss of ~~Operation~~$34,193 and $5,323, respectively.

Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2013. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings, and to make drawdowns pursuant to the Financing Agreement as described below.8

OnComparison of ~~September 26, 2013,~~ the ~~Company~~eight ~~issued~~months aended ~~note~~March ~~payable to an unrelated party for $50~~31,~~000.~~ ~~The~~2021 ~~note bears interest at 12%, is unsecured,~~ and matures on September 26, 2016. The note holder has the right to immediately convert the note at any time and from time-to-time, in whole or in part, before the maturity date. The note is convertible into shares of the Company's common stock at 65% of the average closing prices for the previous five trading days prior to the conversion.2020

~~On January 15, 2014 the Company entered into a financing agreement with a non-U.S. person, as defined under Regulation S~~ Lack of the Securities Act of 1933, as amended (the "Act"). Pursuant to the agreement, the Company will have access to drawdowns of $500,000 USD until January 15, 2016. The Company will submit such request for each drawdown to the non-U.S. person, and once accepted the Company shall issue common stock, which shall be exempt from registration under Regulation S of the Act. The terms of the agreement include that upon subscription and funding by the non-US person, the Company shall issue common stock at a conversion price equal to 75% of the average of the closing prices of the Company's common stock, as quoted on Yahoo Finance, or other sources of stock quotes as agreed to by the parties, for the five banking days immediately preceding the date of the subscription. As of January 31, 2014 the Company has received a subscription from the non-U.S. person for $20,000 USD, in which the Company is obligated to issue a total of 76,190 shares of restricted common stock. As for subscriptions after January 31, 2014, see Note 7 to the financial statements.Revenues

12For the eight months ended March 31, 2021 and 2020, the Company had no revenues.

~~As of January 31, 2014, the Company had $17,497 in cash on hand.~~Operating Expenses

3DDuring the ~~Pioneer~~eight ~~Systems~~months isended aMarch ~~development stage company that has limited active operations~~31, no2021 ~~revenue, no financial backing~~ and ~~limited~~2020, ~~assets.~~the 3DCompany ~~Pioneer~~incurred ~~intents~~consulting toexpense beof a$140,000 ~~diversified~~and ~~technology~~$0, ~~company~~respectively; ~~focused~~professional fees onof ~~delivering~~$31,968 ~~true plug~~ and ~~play~~$14,283, 3drespectively; ~~printers~~general and ~~printer~~administrative ~~applications~~expenses ~~that~~of ~~are~~$3,447 ~~designed to simplify the creative process~~ and be$0, ~~accessible~~respectively ~~to a broad audience of consumers around the world. The company is also intent on being a marketer~~ and ~~developer~~amortization expense of ~~cutting~~$284 ~~edge mobile games developed on 2.5 D~~ and ~~3D application environments~~$0, asrespectively. ~~well~~The ~~software~~increase ~~applications~~in ~~that~~consulting ~~consumers~~expense ~~can~~from ~~download~~2020 ~~and~~to ~~use~~2021 onis aprimarily ~~variety~~the result of ~~operating systems as iOS, android, windows, and other platforms, generating a creativity bridge for~~ the ~~mobile~~issuance ~~phone~~of ~~user~~stock ~~between~~ to the ~~mobile~~Company’s ~~gaming~~officer/director ~~world~~for ~~with~~$135,000 ~~the~~in 3Dservices ~~printing~~rendered ~~world~~during 2020.

In 2012, 3D printer sales surpassed $1billion, and the market is expected to quadruple by 2025, according to market research agency IDTechEx. Market research firm IBISWorld reports that 3D printer manufacturing will generate more than $1.4 billion in the U.S. in 2013, with outstanding average annual revenue growth of 15.7% from 2014 to 2019. With global smartphone adoption expected to reach 1.75 billion in 2014, mobile gaming is also experiencing explosive popularity among consumers. In the U.S. alone, mobile gaming revenues reached $1.78 billion in 2013. Worldwide, mobile gaming revenue is projected to grow 400% in 2016. The $12.1 billion Video Game Software Publishing industry, which includes mobile, console, and PC games, is also expected to perform favorably over the next five years, with 6.6% annual growth predicted through 2018.Net Loss

~~For entering into that market, our plans during~~ During the ~~next~~eight 12 months~~, is~~ ~~aside further~~ended ~~research~~March ~~and~~31, ~~development~~2021 ~~on 3D printing hardware~~ and ~~software,~~2020 ~~also to introduce to~~ the ~~market~~Company ~~our~~recognized ~~first~~net ~~prototype~~loss 3Dof ~~printer with the brand name Wyatt~~$175,699 ~~our web enable printer controller with the brand name Whip,~~ and ~~3D Pioneer Systems' innovative Appaloza Cloud Platform~~$14, ~~a simple web-enabled platform that allows users to log in~~283, ~~upload designs~~respectively, ~~and~~based ~~print objects~~ on ~~demand, with both~~ the ~~Wyatt~~factors discussed ~~and the Whip being capable of integrating into our Cloud Platform~~above.

To supplement our printing products and diversify our operations, we are also intending on entering into the mobile gaming market. The Company's first mobile game acquisition, Tangled Tut, is anticipated to launch in the summer of 2014 across all common mobile platforms (a full description of the acquisition of Tangled Tut is fully described in Note 7 to the financial statements). After the anticipated Tangled Tut release, the Company intends on creating additional mobile games based on 2.5 environment technology.

We anticipate hiring staff during the next 12 months of operations. As of January 15, 2014, we entered into a three year consulting agreement with Alexandros Tsingos, our CEO and President, in which he will receive $7,500 per month for the first six months for the term of his consulting agreement, $8,000 per month for the next six months thereafter, and then $10,000 per month for the balance of the term of the consulting agreement. In addition, we entered into a consulting agreement with Mark Flores, as fully described in Note 7 to the financial statements

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated 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 developing our products or services and possible cost overruns due to the price and cost increases in supplies and services.

We will require additional funds to operate for the next year and to develop our planned business development. We feel we will need at least $300,000 for professional fees and salaries for the next 12-months related to our regulatory filing requirements.

We have no assurance that future financing will be available to us on acceptable terms. 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.

We have plans, dependent upon our current financing, to undertake product research and development during the next twelve months, including but not limited to further developing mobile games developed on 2.5 D and 3D application environments, as well software applications that consumers can download and use on a variety of operating systems as iOS, android, windows, and other platforms. We also plan and expect to acquire intellectual property, and will further seek to protect the Company's intellectual property and add value to our assets through further research and development.

Liquidity and Capital Resources

~~Working~~As of ~~Capital~~March 31, 2021 and July 31, 2020, the Company had working capital of $198,805 and working capital deficit of $19,155, respectively. The deficit is attributable to loans due to a related party of $18,655 and accounts payable of $500 at July 31, 2020. As of March 31, 2021 and July 31, 2020, the Company had $388,811 and $0 in current assets, respectively.

	January 31, 2014		July 31, 2013
Current Assets	$	17,497	$	2,231
Current Liabilities	$	27,891	$	3,335
Working Capital Deficiency	$	10,394	$	1,104

As of March 31, 2021 and July 31, 2020, we had a cash and equivalents balance of $ 376,311 and $0, respectively. Due to the lack of revenue, the Company’s operations are primarily funded by the Company’s principal shareholder and proceeds received from the sale of common stock in private placements. The funds are being held in trust with ABRAR Investments Pty ltd, that is the major shareholder of the Company, as 3D Pioneer Systems, Inc. currently has no bank account. The intent is to establish a bank account in the USA. However, the US banks require that the Directors and Officers personally go to the bank to complete the identification process. COVID has made it impossible to do this process now. Australia has placed travel bans for citizens and residents to travel overseas. We expect that will be removed by June 2021, at which point we will proceed with opening a US bank account.

Cash Flows from Operating Activities

	Six Months Ended January 31, 2014		Six Months Ended January 31, 2013
Cash Flows used in Operating Activities	$	64,862	$	17,704
Cash Flows from (used in) Investing Activities	$	-	$	-
Cash Flows from Financing Activities	$	80,128	$	12,000
Net Increase (decrease) in Cash During Period	$	15,266	$	(5,704	)

Net cash used in operating activities was $34,059 for the eight months ended March 31, 2021 compared with net cash used in operating activities of $12,323 for the eight months ended March 31, 2020. During the eight months ended March 31, 2021, the net cash used in operating activities was attributed to net loss of $175,699, offset by common stock issued for services of $135,000, an increase in accounts payable of $6,356 and amortization expense of $284. During the eight months ended March 31, 2020, the net cash used in operating activities was attributed to net loss of $14,283, offset by $3,960 in expenses paid by a related party, a decrease in accounts payable of $2,000.

AsCash Flows atfrom ~~January~~Investing ~~31, 2014 Compared to July 31, 2013~~Activities

AsNet cash atused ~~January~~in ~~31,~~investing ~~2014,~~activities ~~our company's cash balance~~ was $1712,~~497~~500 ~~compared~~for tothe ~~$2,231~~eight asmonths atended ~~July~~March 31, ~~2013~~2021 ~~and our total assets at January 31, 2014 were $17,497~~ compared with ~~$2,231~~net ascash atused ~~January 31, 2013. The increase~~ in ~~cash~~operating ~~was~~activities of ~~primarily~~$0 ~~due~~for to the ~~sales~~eight ofmonths ~~our~~ended ~~common~~March ~~equity~~31, ~~against a line of credit we can draw down on as fully described in Note 4 and Note 7 to the financial statements~~2020.

14During the eight months ended March 31, 2021, the net cash used in investing activities was attributed to the payment advanced to third party of $12,500.

As at January 31, 2014, our company had total liabilities of $104,814 compared with total liabilities of $3,335 as at July 31, 2013. The increase in total liabilities was primarily attributed to financing our operations.9

As at January 31, 2014, our company had a working capital deficiency of $10,394 compared with working capital deficiency of $1,104 as at July 31, 2013. The increase in working capital deficiency was primarily attributed to the current liabilities increasing by $24,556 and offset by our current assets, consisting solely of cash, only increasing $15,266, from July 31, 2013. Our current liabilities increased, as compared to July 31, 203, primarily from an increase in trade accounts payable, accrued interest, and related party loans increasing by $12,340, $2,088, and $10,128, respectively.

Cash Flow from Operating Activities

During the period ended January 31, 2014, cash used in operating activities was $64,862 compared to cash used in operating activities of $17,704 during the comparable period ended January 31, 2013. The increase in cash used in operating activities was attributed to a focused program of developing the company's brand, facilities, and the commencement of operations.

Cash Flow from Investing Activities

From inception (April 22, 2008) through January 31, 2014, our company did not use any cash for investing activities.

Cash Flow from Financing Activities

~~During~~We generated ~~the period ended January 31, 2014,~~ cash ~~provided~~in by financing activities ~~was~~during ~~$80,128 compared to $12,000 for~~ the ~~same~~eight ~~period~~months inended ~~2013. The~~March ~~increase~~31, in2021 ~~2014~~and is2020 ~~attributable~~of to $20422,~~000~~870 ~~from~~and ~~the~~$12,323, respectively, from issuance of common stock ~~and~~in ~~$50,000~~the ~~from~~amount aof ~~convertible note payable~~$408,720 ~~respectively. From~~and ~~inception~~$0 ~~(April 22~~respectively, ~~2008)~~proceeds ~~through~~from ~~January~~stock ~~31,~~subscription ~~2014~~payable ~~cash~~in ~~flows~~the ~~from~~amount ~~financing~~of ~~activities was~~ $~~130~~9,~~883,~~ 850 and$670,~~520~~ ~~from the issuance of common stock~~respectively, ~~$13,363~~loans from a related party ~~and~~in ~~$50,000~~the ~~from~~amount aof ~~convertible~~$4,300 ~~note~~and ~~payable~~$12,323, respectively.

~~To meet our need for cash, we raised money from our public offering. We raised $27,500 from the sale of 2,750,000 registered shares pursuant to our S~~Non-1Cash Investing ~~Registration~~and ~~Statement~~Financing ~~filed with the SEC under file number 333-184026, which became effective on December 7, 2012. The offering was closed on February 28, 2013.~~Activities

~~On September 26, 2013,~~ During the ~~Company~~eight ~~issued~~months aended ~~note~~March ~~payable to an unrelated party for $50~~31,~~000.~~ ~~The note bears interest at 12%~~2020, iswe ~~unsecured,~~issued ~~and~~preferred ~~matures~~stock onvalued ~~September 26, 2016. The note holder has the right to immediately convert the Note~~ at ~~any~~$540 ~~time~~for ~~and~~settlement ~~from~~of ~~time-to-time~~$3,960 in ~~whole~~related orparty ~~in part, before the maturity date~~debt. The ~~note~~remaining debt isbalance ~~convertible into shares~~ of ~~the~~$3,420 ~~Company's~~was ~~common~~forgiven ~~stock~~and atrecorded ~~65%~~to ofadditional ~~the~~paid ~~average~~in ~~closing prices for the previous five trading days prior to the conversion~~capital.

OnDuring the ~~January~~eight ~~15,~~months ~~2014~~ended weMarch ~~entered~~31, ~~into a financing agreement with a non-U.S. person~~2021, ~~as defined under Regulation S of~~ the ~~"Act. Pursuant~~related toparty ~~the~~debt ~~agreement,~~in the ~~Company~~amount ~~will have access to drawdowns~~ of $~~500,000~~ ~~USD until January 15~~22,155 ~~2016. The~~was ~~Company~~forgiven ~~will submit such request for each drawdown to the non-U.S. person,~~ and ~~once~~recorded accepted the Company shall issue common stock, which shall be exempt from registration under Regulation S of the Act. The terms of the agreement include that upon subscription and funding by the non-US person, the Company shall issue common stock at a conversion price equal to ~~75%~~additional of the average of the closing prices of the Company's common stock, as quoted on Yahoo Finance, or other sources of stock quotes as agreed to by the parties, for the five banking days immediately preceding the date of the subscription. As of January 31, 2014 the Company has received a subscription from the non-U.S. person for $20,000 USD, paid in ~~which the Company is obligated to issue 76,190 shares of restricted common stock~~capital. ~~For subsequent subscriptions after January 31, 2014, please see Note 7 to the financial statements.~~

15Going Concern

WeThe accompanying ~~received~~financial ~~our~~statements ~~initial~~have ~~funding~~been ofprepared ~~$20,020~~assuming ~~through~~that the ~~sale~~Company ofwill ~~common~~continue ~~stock~~as toa ~~Francis~~going ~~Ciganek,~~concern. ~~who~~As ~~purchased~~shown ~~2,000~~in ~~and~~the 1accompanying financial statements,~~000,000~~ ~~shares~~we ofhave ~~common~~not ~~stock~~generated atany ~~$0.01~~revenues, onhave ~~April~~incurred ~~25,~~net ~~2008~~losses ~~and~~of ~~May~~$175,699 15and $14,283 ~~2012~~for ~~respectively;~~the ~~and,~~eight ~~Iris~~months ~~Hill~~ended March 31, ~~who~~2021 ~~purchased~~and 12020,~~000~~ respectively,~~000~~ ~~shares~~and ofhave ~~common~~a ~~stock~~working oncapital ~~June~~of 22$198,805 ~~2012~~and ata ~~$0.01. Our~~working ~~financial~~capital ~~statements~~deficit ~~from~~of ~~inception (April 22~~$19,155 ~~2008)~~as ~~through~~of ~~the~~March ~~period~~31, 2021 ~~ended~~and ~~October~~July 31, ~~2013~~2020, ~~reported~~respectively, nowhich ~~revenues~~raise ~~and~~substantially athe ~~net~~Company’s ~~loss~~ability ofto ~~$49,811~~continue as a going concern.

~~Off-Balance~~Management believes ~~Sheet~~the ~~Arrangements~~Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company but cannot assure that such financing will be available on acceptable terms.

WeThe Company’s docontinuation ~~not~~as ~~have~~a ~~any~~going ~~off-balance~~concern ~~sheet~~is ~~arrangements~~dependent ~~that~~upon ~~have~~its orability ~~are~~to ~~reasonably~~ultimately ~~likely~~attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a ~~current~~“going orconcern” qualification ~~future~~in ~~effect~~their onReport of Independent Certified Public Accountants accompanying our audited financial ~~condition,~~statements ~~changes~~appearing inelsewhere herein ~~financial~~which ~~condition,~~cites ~~revenues~~substantial ordoubt ~~expenses,~~about ~~results~~our ofability ~~operations,~~to ~~liquidity,~~continue ~~capital~~as ~~expenditures~~a orgoing ~~capital~~concern. ~~resources~~Such ~~that~~a is“going ~~material~~concern” qualification may make it more difficult for us to ~~investors~~raise funds when needed. The outcome of this uncertainty cannot be assured.

~~Item~~The accompanying 3financial statements do not include any adjustments that might result from the outcome of this uncertainty. ~~Quantitative~~ ~~and~~There ~~Qualitative~~can ~~Disclosures~~be no ~~About~~assurance ~~Market~~that ~~Risk~~management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.

AsItem 3. aQuantitative ~~"smaller~~and ~~reporting~~Qualitative ~~company",~~Disclosure weabout ~~are~~Market ~~not required to provide the information required by this Item.~~Risk

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

AsThe Company ofhas ~~January~~established ~~31,~~disclosure ~~2014,~~controls ~~management~~and ~~assessed~~procedures ~~the~~to ~~effectiveness~~ensure ofthat ~~our~~information ~~internal~~required ~~control~~to ~~over~~be ~~financial~~disclosed ~~reporting~~in ~~based~~this quarterly report on ~~the~~Form ~~criteria~~10-Q ~~for~~was ~~effective~~properly ~~internal~~recorded, ~~control~~processed, ~~over~~summarized ~~financial~~and ~~reporting~~reported ~~established~~within ~~in Internal Control-Integrated Framework issued by~~ the ~~Committee~~time ofperiods ~~Sponsoring~~specified ~~Organizations~~in of the ~~Treadway~~ Commission’s ~~("COSO")~~ rules and ~~SEC guidance on conducting such assessments~~forms. ~~Based~~The onCompany’s ~~that evaluation, they concluded that, during the period covered by this report, such internal~~ controls and procedures ~~were~~are ~~not~~designed ~~effective~~ to ~~detect~~ensure ~~the~~that ~~inappropriate~~information ~~application~~required ofto USbe ~~GAAP~~disclosed ~~rules~~by asthe ~~more~~Company in ~~fully~~the ~~described~~reports ~~below.~~that ~~This~~it ~~was~~files ~~due~~or tosubmits ~~deficiencies~~under ~~that existed in~~ the ~~design~~Act oris ~~operation~~accumulated ofand ~~our~~communicated ~~internal~~to ~~controls~~the ~~over~~Company’s ~~financial~~management, ~~reporting~~including ~~that~~its principal ~~adversely~~executive ~~affected~~and ~~our~~principal ~~internal~~financial ~~controls~~officer ~~and~~to ~~that~~allow ~~may~~timely bedecisions ~~considered~~regarding torequired ~~be material weaknesses~~disclosure.

~~The~~We carried ~~matters~~out ~~involving~~an ~~internal~~evaluation ~~controls~~of ~~and~~the ~~procedures~~effectiveness ~~that~~of ~~our~~the ~~management~~design ~~considered~~and tooperation beof ~~material~~our ~~weaknesses~~disclosure ~~under~~controls ~~the~~and ~~standards~~procedures of(as ~~the~~defined ~~Public~~in ~~Company~~Exchange Act ~~Accounting~~Rules ~~Oversight Board were:~~ 13a-15(1e) ~~lack~~and ~~of a functioning audit committee,~~ 15d-15(2e)) ~~lack~~at ofMarch a31, ~~majority~~2021 ofbased ~~outside directors~~ on ~~our~~the ~~board~~evaluation of ~~directors,~~these ~~resulting~~controls inand ~~ineffective~~procedures ~~oversight~~required inby ~~the~~paragraph ~~establishment~~(b) of ~~and~~Rule ~~monitoring~~13a-15 ofor ~~required~~Rule ~~internal~~15d-15 ~~controls~~under ~~and~~the ~~procedures;~~Exchange ~~(3)~~Act. ~~inadequate~~This ~~segregation~~evaluation ofwas ~~duties~~carried ~~consistent~~out ~~with~~under ~~control~~the ~~objectives;~~supervision and ~~(4)~~with ~~management~~the ~~dominated~~participation of byour aChief ~~single individual~~Executive ~~without~~Officer/Chief ~~adequate~~Financial ~~compensating controls~~Officer. ~~The~~Based ~~aforementioned~~upon ~~material~~that ~~weaknesses~~evaluation, ~~were identified by~~ our Chief Executive ~~and~~Officer/Chief Financial Officer concluded inthat, ~~connection~~at ~~with~~March ~~the~~31, ~~review~~2021, of our ~~financial~~disclosure ~~statements~~controls asand ofprocedures ~~January~~were ~~31,~~not ~~2014~~effective.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control over Financial Reporting

There have been no changes in ~~our~~the Company’s internal ~~controls~~control over financial reporting that occurred during the ~~quarter~~Company’s ~~ended~~last ~~January~~fiscal quarter ~~31, 2014,~~ that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, ~~our~~the Company’s internal ~~controls~~control over financial reporting.

1610

PART II –- OTHER INFORMATION

Item 1. Legal Proceedings.

WeNeither we ~~know~~nor any of noour ~~material~~officers, ~~existing~~directors or ~~pending~~holders ~~legal~~of ~~proceedings~~five ~~against~~percent ~~our~~or ~~Company,~~more ~~nor~~of ~~are~~its wecommon ~~involved~~stock asis a ~~plaintiff~~party into any ~~material~~pending ~~proceeding~~legal orproceedings and ~~pending~~to ~~litigation.~~the ~~There~~best ~~are~~of our knowledge, no such proceedings inby ~~which~~or ~~any~~against ofus or our ~~directors~~officers, ~~officers~~ or ~~affiliates,~~directors or ~~any~~holders ~~registered~~of ~~beneficial~~five ~~shareholder,~~percent isor anmore of ~~adverse~~its ~~party~~common orstock ~~has~~have abeen ~~material~~threatened ~~interest~~or ~~adverse~~is topending ~~our~~against ~~interest.~~us

Item 1A. Risk Factors.

AsNot applicable ato "smaller reporting ~~company", we are not required to provide the information required by this Item~~companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On During January 154, ~~2014~~2021 ~~the~~to ~~Company~~March ~~entered~~31, ~~into a financing agreement with a non-U.S. person~~2021, ~~as defined under Regulation S of~~ the ~~Securities~~Company ~~Act~~sold ~~of 1933~~63,954,175 asshares ~~amended~~of ~~(the~~common ~~"Act"). Pursuant~~stock to ~~the~~18 ~~financing~~independent ~~agreement,~~investors ~~the~~pursuant ~~Company will have access~~ to ~~drawdowns~~a ofprivate placement; ~~$500~~61,800,000 ~~USD~~shares ~~until~~at ~~January~~$0.0033; 151,482,000 ~~2016. The~~shares ~~Company~~at ~~will~~$0.01; ~~submit~~246,250 ~~such~~shares ~~request~~at ~~for each drawdown to the non-U~~$0.S.04; ~~person,~~ and ~~once~~425,925 ~~accepted~~shares ~~the~~at ~~Company~~$0.027 ~~shall~~for ~~issue~~a ~~common~~total amount ~~stock~~of $242,170. ~~which~~The ~~shall~~Company berelied ~~exempt~~upon ~~from~~Section ~~registration~~4(2) ~~under~~and Regulation S of the Securities Act~~. As~~ of ~~January~~1933, 31as amended, ~~2014~~for the ~~Company~~sale ~~has~~of these ~~received~~securities. aNo ~~subscription~~commissions ~~from~~were ~~the~~paid ~~non-U.S.~~regarding ~~person~~the ~~for~~share ~~$20,000~~issuance ~~USD,~~and ~~in which~~ the ~~Company~~share iscertificates ~~obligated~~were toissued ~~issue~~with ~~76,190~~a ~~shares~~Rule of144 ~~restricted common stock~~restrictive legend.

246,250 shares that the Company sold on February 25,2021 with price at $0.04 per share for a total amount of $9,850 are not issued at March 31, 2021 due to the fact that FINRA is reviewing the application of the Reverse Stock Split. The shares will be issued after FINRA will approve this process.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety ~~Disclosures~~Disclosure.

Not applicable.

Item 5. Other Information.

~~None~~Not Applicable.

Item 6. Exhibits.

~~The~~(a) ~~following exhibits are included as part of this report:~~Exhibits.

Exhibit No. Description

Exhibit No.		Document Description

3.1*		Articles of Incorporation and Amendment thereto.

3.2*		Bylaws

31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

32.1		Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

~~31.1~~* Previously ~~Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer~~filed

~~32.1 Rule 1350 Certification of Principal Executive and Financial Officer~~11

101.INS* XBRL Instance

101.SCH* XBRL Taxonomy Extension Schema

101.CAL* XBRL Taxonomy Extension Calculations

101.DEF* XBRL Taxonomy Extension Definitions

101.LAB* XBRL Taxonomy Extension Labels

101.PRE* XBRL Taxonomy Extension Presentation

* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

~~Pursuant~~In accordance towith ~~the~~Section ~~requirements~~12 of the Securities Exchange Act of 1934, the registrant ~~has duly~~ caused this ~~report~~registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

	3D PIONEER SYSTEMS, INC.
	(Registrant)
Date: May 13, 2021	By:	/s/ Patrick St-Pierre
Dated: March 21, 2014	/s/ Alexandros Tsingos
		Patrick St-Pierre
	Alexanddros Tsingos
		Chief Executive Officer/Chief Financial Officer
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	(Principal Executive, Financial, and Accounting Officer)

1912

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