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UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

~~☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~Form 10-K

~~For~~☒ ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~July~~13 ~~31,~~OR ~~2021~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended July 31, 2022

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

For the transition period from ~~____________ to~~________________ ~~____________~~to________________

Commission file number: 000-52879

~~WECONNECT~~MOTOS ~~TECH INTERNATIONAL,~~AMERICA INC.

(Exact name of registrant as specified in its charter)

NEVADA		39-2060052
Nevada		39-2060052
(State or other jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)
3131 W 2210 S, Suite C Salt Lake City, Utah		84119
25, Jln Puteri 7/15, Bandar Puteri, 47100 Puchong, Selangor, Malaysia.		N/A
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’'s telephone number, including area code: 801 386 ~~+ 60 17 380 2755~~6700

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

Securities registered pursuant to Section 12(g) of the Act: None

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, US$.001 par value	WECT	N/a

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. Yes ☐ No ☒

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 ☒ ☐ No ☐☒

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

Indicate by check mark ~~if disclosure~~whether ofthe ~~delinquent~~registrant a ~~filers~~large ~~pursuant~~accelerated tofiler, ~~Item~~an ~~405~~accelerated offiler, ~~Regulation~~a Snon-Kaccelerated isfiler, ~~not~~a ~~contained~~smaller ~~herein~~reporting company, ~~and~~or ~~will~~an ~~not~~emerging begrowth ~~contained,~~company. See to the ~~best~~ definitions of ~~registrant's~~"large ~~knowledge~~accelerated filer," in"accelerated ~~definitive~~filer," ~~proxy~~"smaller orreporting ~~information~~company," ~~statements~~and "emerging ~~incorporated~~growth bycompany" ~~reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. ☒

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, ~~smaller~~☒ Smaller reporting company, or☒ anEmerging ~~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~~If ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☐by ~~Non-accelerated~~check mark ~~filer~~if ☐the ~~(Do~~registrant has elected not ~~check~~to ifuse athe ~~smaller~~extended ~~reporting~~transition ~~company)~~period ~~Smaller~~for ~~reporting~~complying ~~company~~with ☒any ~~Emerging~~new ~~growth~~or ~~company~~revised ☐financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant has ~~elected~~filed ~~not~~a toreport ~~use~~on ~~the~~and ~~extended~~attestation ~~transition~~to ~~period~~its ~~for~~management’s ~~complying~~assessment ~~with~~of ~~any~~the ~~new~~effectiveness orof ~~revised~~its ~~financial~~internal ~~accounting standards~~control ~~provided~~over ~~pursuant~~financial reporting tounder Section 13404(ab) of the ~~Exchange~~Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Indicate~~If bysecurities ~~check~~are ~~mark~~registered ~~whether~~pursuant ~~the~~to ~~registrant~~Section ~~has~~12(b) ~~filed a report on and attestation to its management’s assessment~~ of the ~~effectiveness~~Act, ofindicate ~~its~~by ~~internal~~check ~~control~~mark ~~over~~whether the financial ~~reporting~~ ~~under~~statements ~~Section 404(b)~~ of the ~~Sarbanes-Oxley~~registrant ~~Act~~included ~~(15~~in ~~U.S.C.~~the ~~7262(b))~~filing byreflect the ~~registered~~correction of ~~public~~an ~~accounting~~error ~~firm~~to ~~that~~previously ~~prepared or~~ issued ~~its~~financial ~~audit report~~statements. ~~Yes~~ ☐ ~~No ☒~~

Indicate by check mark whether ~~the~~ ~~registrant~~any isof athose ~~shell~~error ~~company~~corrections ~~(as~~are ~~defined~~restatements that inrequired ~~Rule~~a ~~12b~~recovery analysis of incentive-2 based compensation received by any of the ~~Exchange~~registrant’s ~~Act~~executive officers during the relevant recovery period pursuant to §240.10D-1(b). ~~Yes~~ ~~☒ No~~ ☐

~~Approximate~~Indicate ~~aggregate market value of the voting stock held~~ by ~~non-affiliates~~check ofmark whether the registrant is asa ofshell ~~April~~company ~~30,~~(as ~~2020,~~defined ~~computed~~in byRule ~~reference~~12b-2 toof the ~~price~~Act). atYes ☐ ~~which~~No ~~our common shares was sold on that date: US$0.~~☒

~~Indicate~~At January 31, 2023, the ~~number~~last ofbusiness ~~shares outstanding~~day of the ~~each~~Registrant’s most recently completed second fiscal quarter, the aggregate market value of the ~~registrant~~Registrant’s ~~classes~~shares of common stock, asheld by non-affiliates of the ~~latest~~Registrant ~~practicable~~was ~~date~~$1,135 based on the last reported sales price of $0.006.

Common Stock		Outstanding at October 21, 2021
Common Stock, US$.001 par value per share		593,610,070 shares

The number of shares outstanding of the Registrant’s shares of common stock as of April 26, 2023 was 7,069,017.

DOCUMENTS INCORPORATED BY REFERENCE~~: None~~

~~TABLE OF CONTENTS~~None.

		Page
Part I
Item 1	Business	1
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 2	Properties	4
Item 3	Legal Proceedings	4
Item 4	Mine Safety Disclosures	5
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	Selected Financial Data	7
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	13
Item 8	Financial Statements and Supplementary Data	13
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A	Controls and Procedures	14
Item 9B	Other Information	14
Part III
Item 10	Directors and Executive Officers and Corporate Governance	15
Item 11	Executive Compensation	17
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13	Certain Relationships and Related Transactions, and Director Independence	22
Item 14	Principal Accounting Fees and Services	23
Part IV
Item 15	Exhibits, Financial Statement Schedules	24
Item 16	Form 10-K Summary	24
Signatures		25

MOTOS AMERICA INC

Annual Report on Form 10-K

For the Year Ended July 31, 2022

Table of Contents

PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	4
Item 1B.	Unresolved Staff Comments.	8
Item 2.	Properties.	9
Item 3.	Legal Proceedings.	9
Item 4.	Mine Safety Disclosures.	9

PART II
Item 5.	Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	10
Item 6.	[Reserved.]	12
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item 8.	Financial Statements and Supplementary Data.	18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	18
Item 9A.	Controls and Procedures.	19
Item 9B.	Other Information.	20
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	20

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	21
Item 11.	Executive Compensation.	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	29
Item 14.	Principal Accounting Fees and Services.	30

PART IV
Item 15.	Exhibits and Financial Statement Schedules.	31

~~CAUTIONARY NOTE CONCERNING~~ FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K ~~includes~~contains "forward-looking statements" ~~within~~as ~~the~~defined ~~meaning~~in ofthe ~~Section~~Private ~~27A~~Securities ofLitigation ~~the~~Reform ~~Securities~~ Act of ~~1933,~~1995. asForward-looking ~~amended,~~statements ~~and Section~~generally ~~21E~~can ofbe ~~the~~identified by ~~Securities~~words ~~Exchange~~such ~~Act~~as of"anticipates," ~~1934~~"believes," as"estimates," ~~amended~~"expects," ~~that are not historical facts~~"intends," ~~and involve risks and uncertainties that~~"plans," ~~could~~"predicts," ~~cause~~"projects," ~~actual~~"will ~~results~~be," to"will ~~differ~~continue," ~~materially~~"will ~~from~~likely ~~those~~result," ~~expected~~ and ~~projected~~similar expressions. ~~All~~These ~~statements, other than statements of historical facts, included in this Form 10~~forward-Klooking ~~including, without limitation,~~ statements inare ~~the~~based ~~“Market~~on ~~Overview”~~current expectations and ~~“Management’s Discussion~~assumptions ~~and~~that ~~Analysis~~are ofsubject ~~Financial~~to ~~Condition~~risks and ~~Results of Operations” regarding the Company’s market projections~~uncertainties, ~~financial~~ ~~position,~~which ~~business~~could ~~strategy~~cause ~~and~~our ~~the~~actual ~~plans~~results ~~and~~to ~~objectives~~differ ofmaterially ~~management~~from ~~for~~those ~~future~~reflected ~~operations,~~in ~~events~~forward-looking orstatements. ~~developments~~Factors ~~which~~that ~~the~~could ~~Company~~cause ~~expects~~ or ~~anticipates~~contribute ~~will~~to orsuch ~~may~~differences ~~occur~~ in ~~the~~our ~~future,~~actual ~~including~~results ~~such~~include, ~~things~~but asare ~~future~~not ~~capital~~limited ~~expenditures~~to, ~~(including~~those ~~the~~discussed ~~amount~~in ~~and nature~~this ~~thereof);~~2022 ~~expansion~~Form ~~and~~10-K, ~~growth of the Company's business~~ and ~~operations; and other such matters are forward-looking statements.~~in ~~These~~particular, ~~statements~~the ~~are~~risks ~~based~~discussed onunder ~~certain~~the ~~assumptions~~caption ~~and~~"Risk ~~analyses~~Factors" ~~made by the Company~~ in ~~light~~Item of1A ~~its experience~~ and ~~its~~those ~~perception~~discussed ofin ~~historical trends, current conditions and expected future developments, as well as~~ other ~~factors~~documents itwe ~~believes~~file ~~are appropriate under the circumstances. However, whether actual results or developments will conform~~ with the ~~Company's~~Securities ~~expectations~~ and ~~predictions~~Exchange isCommission ~~subject~~(the to"SEC"). aGiven ~~number~~these of risks and uncertainties, ~~including~~readers ~~general~~are ~~economic,~~cautioned ~~market~~not ~~and~~to ~~business~~place undue ~~conditions;~~reliance ~~the~~on ~~business~~such ~~opportunities~~forward-looking ~~(or~~statements. ~~lack~~We ~~thereof)~~undertake ~~that may~~no beobligation ~~presented~~ to ~~and~~revise ~~pursued by the Company; changes in laws~~ or ~~regulation;~~update ~~and~~forward-looking ~~other factors~~statements, ~~most~~except ~~of which are beyond the control~~as ofrequired ~~the~~by ~~Company~~law.

~~These~~PART forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2018.1

~~Consequently,~~ITEM all of the forward-looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations1. ~~The Company assumes no obligations to update any such forward-looking statements~~BUSINESS.

iiIn this Annual Report on Form 10-K for the year ended July 31, 2022 (the "2022 Form 10-K"), "we," "our," "us," "Motos," and the "Company" refer to Motos America Inc. and its consolidated subsidiaries at July 31, 2022, unless the context requires otherwise.

~~PART~~The ICompany was incorporated under the laws of the State of Nevada on April 26, 2007 under the name “Contact Minerals Corp.”, and later changed its name to Weconnect Tech International, Inc. In November 2021 the Company filed Articles of Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.”

~~ITEM~~The 1Company considers itself as a lifestyle company. The ~~BUSINESS~~Company develops new open points, buys and operates BMW Motorcycle, Triumph Motorcycle and Ducati Motorcycle dealerships. It is the belief of the Company that these brands are not sold as practical transportation; instead, they are luxury items that buyers consume as part of a more extensive and exclusive lifestyle choice. The Company has acquired four dealerships and plans to acquire more existing dealerships and develop new “open point” dealerships.

~~OVERVIEW~~Change of Control

WeOn ~~were~~September an27, ~~IT-solutions~~2021, ~~provider~~certain sellers of shares ~~that~~of ~~provided~~our acommon ~~multi-dimensional~~stock, ~~e-commerce~~including ~~platform~~our toformer ~~facilitate~~sole ~~shopping~~executive officer and director, ~~business~~Shiong Han Wee (collectively, ~~trade~~the “Seller”), and ~~integrates~~our ~~online~~current &chief ~~office~~executive ~~transactions in~~officer, aVance ~~single~~Harrison ~~application.~~(the ~~Prior~~“Buyer”) toentered ~~June~~into ~~2019,~~a weSale ~~developed~~ and ~~operated~~Purchase aAgreement ~~mobile~~dated ~~platform~~September 24, ~~designed~~2021, pursuant to ~~consolidate~~which ~~users’~~the ~~cash~~Buyer ~~and connect~~agreed ~~merchants~~ to ~~consumers~~purchase byfrom ~~offering~~the aSellers ~~cashless~~an ~~form~~aggregate of ~~transaction~~1,454,943 ~~in-app~~shares ~~shopping~~of ~~and~~common astock ~~user~~of ~~rewards~~the ~~system.~~Company (the On“Common ~~June~~Shares”) ~~2019~~and 33,334 ~~we ceased~~shares ~~the operation~~ of ~~the~~Series ~~platform~~A ~~but~~Preferred ~~continue~~Convertible toStock ~~maintain~~(the ~~our~~“Preferred ITShares”). ~~solution~~The Preferred ~~business~~Stock ~~operations.~~was ~~During~~issued to the ~~fiscal~~Seller ~~years~~on ~~ended~~September ~~July 31~~24, ~~2020~~2021, ~~and~~as ~~2019,~~payment wein ~~generated~~full ~~comprehensive~~of ~~losses~~all ofamounts ~~$1,064,620~~owed by the Company and ~~$1,493,284,~~disposition of ~~respectively~~the subsidiary to the Seller.

~~Since~~The wetransaction ~~ceased~~resulted ~~operations of~~in ~~our platform June 2019, we unsuccessfully attempted to diversify into~~ the ~~energy,~~Buyer ~~oil~~having ~~& gas sector to strengthen our financial~~approximately ~~position.~~91% ~~Our~~of current principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a “blank check” company. We intend to comply with the ~~periodic reporting~~voting ~~requirements~~control of the ~~Exchange Act for so long as it is subject to those requirements~~Company.

AsReverse ofStock ~~the~~Split ~~date~~and ofCorporation this Annual Report, we have not entered into any binding agreement with any party regarding acquisition opportunities for us. We hope to continue to engage in discussions with other operating businesses affiliated with our executive officers regarding potential acquisition opportunities. There is no assurance that any nonbinding term sheet will result into a definitive purchase transaction nor can we assure you that we will be able to successfully acquire such company or any company in the near future.Actions

~~The~~On ~~analysis~~November 1, 2021, the Board of ~~new~~Directors ~~business~~of ~~opportunities~~the ~~will~~Company beauthorized ~~undertaken~~a byone-for-three orhundred ~~under~~(1-for-300) reverse stock split (the ~~supervision~~“Reverse Split”) of the Company’s issued ~~officers.~~and Weoutstanding ~~have~~Common ~~unrestricted~~Stock, ~~flexibility~~par invalue ~~seeking, analyzing~~$0.001 ~~and~~per ~~participating~~share, inalong ~~potential~~with ~~business~~a ~~opportunities.~~name Inchange, ~~its~~and ~~efforts~~elected to ~~analyze~~apply ~~potential~~for ~~acquisition~~a ~~targets,~~new wetrading ~~will consider~~symbol ~~the~~and ~~following~~CUSIP ~~kinds~~number offor ~~factors:~~its common shares.

•On ~~Potential~~November ~~for~~17, ~~growth~~2021, ~~indicated~~the ~~by new technology~~Company, ~~anticipated~~filed ~~market~~with the ~~expansion~~Secretary orof ~~new~~the ~~products;~~State •of ~~Competitive~~Nevada ~~position~~Amended asand ~~compared~~Restated toArticles ~~other firms~~ of ~~similar~~Incorporation. ~~size~~These ~~and~~Restated ~~experience~~Articles ~~within~~changed the ~~industry~~name ~~segment~~of ~~as well as within~~ the ~~industry~~Company to asMotos aAmerica ~~whole; • Strength and diversity of management~~Inc., ~~either in place or scheduled for recruitment; • Capital requirements~~ and ~~anticipated~~the ~~availability~~authorized ofthe ~~required~~Reverse ~~funds~~Split. ~~from~~On ~~the~~December ~~Registrant~~14, ~~from operations~~2021, ~~through~~ the ~~sale of additional securities~~Company, ~~through~~filed ~~joint~~notice ~~ventures~~of orthese ~~similar~~changes ~~arrangements~~with orthe Financial ~~from~~Industry ~~other~~Regulatory ~~sources;~~Authority •(FINRA) ~~The~~and ~~extent to which~~ the ~~business~~Stock ~~opportunity~~Split ~~can~~and becorporate ~~advanced;~~actions •were ~~The~~effective ~~accessibility~~as of ~~required~~June ~~management expertise~~16, ~~personnel, raw materials, services, professional assistance and other required items; and • Other relevant factors~~2022.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities 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. We may not discover or adequately evaluate adverse facts about the business to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.1

1As a result of the Reverse Split, the number of authorized shares of Common and Preferred Stock was unchanged. All share and per share information in these financial statements retroactively reflect this Reverse Stock Split.

WeMarket ~~expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management~~ and ~~inspection~~Industry of its facilities, as necessary, as well as a review of financial and other information, which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.Data

~~The~~Some ~~time~~of the market and ~~costs~~industry ~~required~~data contained toin ~~select~~this ~~and~~2022 ~~evaluate~~Form a10-K ~~target~~are ~~business~~based ~~and~~on toindependent ~~structure~~industry ~~and~~publications ~~complete~~or aother ~~business~~publicly ~~combination~~available ~~cannot~~information. ~~presently~~Although bewe ~~ascertained~~believe ~~with any~~that ~~degree~~these ofindependent ~~certainty.~~sources ~~Any~~are ~~costs~~reliable, ~~incurred~~we ~~with~~have ~~respect~~not independently verified and cannot assure you as to the ~~indemnification~~accuracy ~~and~~or ~~evaluation~~completeness of this information. As a ~~prospective~~result, ~~business~~you ~~combination~~should be aware that is ~~not~~the ~~ultimately~~market ~~completed~~and ~~will~~industry ~~result~~data incontained aherein, ~~loss~~and toour usbeliefs and estimates based on such data, may not be reliable.

~~Additionally,~~Our we are in a highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.Company

~~HISTORY~~The Company believes that it is a lifestyle company. The Company views the brands it sells as luxury items that buyers consume as part of a more extensive and exclusive lifestyle choice. The Company develops and operates BMW Motorcycle, Triumph Motorcycle and Ducati Motorcycle dealerships, which the Company considers to be premium brands. Fiscal year ended 2022 represented Ducati’s best ever sales globally and was the brand’s second best year on record in the U.S. at 8,441 units. This figure establishes the U.S. as the second-best market for the brand outside of Italy, the brand’s home market. Within the US, BMW Motor reported record sales in 2022 of 17,690 units, representing a more than 10% increase over 2021.

WeIn ~~were incorporated under~~ the ~~laws~~view of the ~~State of Nevada on April 25~~Company, ~~2007.~~the ~~Prior~~premium toEuropean motorcycle ~~our~~dealership ~~acquisition~~industry ofis ~~MIG~~primed ~~Mobile~~for ~~Tech~~consolidation. ~~Berhad~~The ~~(“MMT”),~~Company abelieves ~~corporation organized~~that ~~under~~this ~~the~~industry ~~laws~~disruption ofis ~~Malaysia,~~similar weto ~~were~~what anhas occurred ~~exploration stage company engaged~~ in the ~~acquisition~~automotive ~~and~~dealership ~~exploration of mineral properties~~niche. We ~~were~~The ~~also~~Company abelieves ~~“shell~~that ~~company”~~consolidation ~~with~~in nothis ~~meaningful~~niche ~~assets~~will orinvite ~~operations~~similar ~~other~~advantages ~~than~~of ~~our~~scale associated ~~efforts to identify and merge~~ with ~~an operating~~auto-dealer ~~company. We operated under the name “Contact Minerals Corp. and our securities traded under the symbol “CNTM.” Effective November 6~~consolidations, ~~2017,~~namely webetter ~~changed~~operating ~~our~~results ~~name~~flowing tofrom ~~“WECONNECT~~professional ~~Tech International~~management, ~~Inc.”~~branding and ~~our symbol to “WECT.”~~marketing ~~Effective June 8~~opportunities, ~~2018,~~as wewell ~~consummated~~as ~~the~~volume ~~acquisition~~purchasing. ofThe ~~49,831,007~~Company ~~shares~~has ofalready ~~MMT~~acquired ~~(the~~four ~~“MMT~~dealerships ~~Shares”), constituting approximately 99.662% of the issued~~ and ~~outstanding~~has ~~securities of MMT. As~~ a ~~result~~letter of ~~our~~intent ~~acquisition~~to ofacquire ~~the~~three more. ~~MMT~~In ~~Shares~~addition, ~~we ventured into~~ the ITCompany ~~solution business~~is ~~with a focus on users located~~ in ~~Malaysia. On June 2019, MMT ceased~~ the ~~operation~~process of ~~the~~developing ~~platform~~new ~~and~~dealerships ~~currently~~in ~~only~~Atlanta, ~~maintains its~~GA ITand ~~solution~~Grisham ~~business operations~~Oregon.

Effective August 29, 2017, the Company and Kerry McCullagh, the Company’s former Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer (the “Seller”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Shiong Han Wee and Kwueh Lin Wong (collectively, the “Purchasers”). Under the terms of the Stock Purchase Agreement, the Purchasers agreed to purchase 7,000,000 shares from the Seller (the Seller Shares”) and 78,770,000 shares from the Company (the “Issued Shares”) for an aggregate purchase price of $350,000. The sale of the Seller Shares and the Issued Shares consummated September 11, 2017.Seasonality

~~Upon~~Historically, both the ~~consummation~~powersports ofand ~~the~~automotive ~~sale,~~industries ~~Kerry~~have ~~McCullagh,~~been ~~Alex~~seasonal ~~Langer~~with traffic and ~~William~~sales ~~McCullagh~~strongest in the spring and summer quarters. Sales and traffic are typically slowest in the winter quarter but increase typically in the spring season, ~~our~~coinciding ~~former~~with ~~executive~~tax ~~officers~~refunds and ~~directors~~improved weather conditions. Given this seasonality, ~~resigned~~we expect ~~from~~our ~~all~~quarterly results of ~~their~~operations, ~~positions~~including our revenue, gross ~~with~~profit, ~~the~~net ~~Company~~income (loss), and cash flow to vary accordingly. ~~Their~~Over ~~resignations~~time, ~~were~~we ~~not~~expect ~~due~~to normalize to ~~any~~seasonal ~~dispute~~trends orby ~~disagreement~~diversifying ~~with~~our dealership holdings across the ~~Company~~U.S., onand ~~any~~by ~~matter~~using ~~relating~~data and logistics to move inventory to the ~~Company's operations~~optimal place, ~~policies~~at orthe ~~practices~~right time, at the right price.

2Government Regulation

~~The~~Various ~~following~~aspects ~~individuals~~of our business are or may be ~~were~~subject, ~~appointed~~directly or indirectly, to ~~serve~~U.S. federal and state laws and regulations. Failure to comply with such laws or regulations may result in the ~~positions~~suspension ~~set~~or ~~forth~~termination ~~next~~of our ability to ~~their~~do ~~names~~business ~~below:~~in affected jurisdictions or the imposition of significant civil and criminal penalties, including fines or the award of significant damages against us and our dealers in class action or other civil litigation.

Name	Age	Position
Shiong Han Wee	44	Director, Chief Executive Officer
Kwueh Lin Wong	44	Director, Chief Financial Officer and Secretary

Vehicle Sales Regulations. Our sale and purchase of vehicles, both new and pre-owned, related products and services and third-party finance products, are subject to the state and local dealer licensing requirements in the jurisdictions in which we locations. Regulators of jurisdictions where our customers reside, but in which we do not have a dealer or financing license could require that we obtain a license or otherwise comply with various state regulations. Despite our belief that we are not subject to the licensing requirements of those jurisdictions in which we do not have a physical presence, regulators may seek to impose punitive fines for operating without a license or demand we seek a license in those jurisdictions, any of which may inhibit our ability to do business in those jurisdictions, increase our operating expenses and adversely affect our financial condition and results of operations.

Chee Kuen Chim and Pui Hold Ho were each appointed to serve as a Director of the Company effective September 22, 2017. Mr. Chim resigned from his positions with the Company effective May 11, 2018, and Mun Wai Wong was appointed to fill the vacancy caused by such resignation on June 1, 2018.2

~~Effective~~Consumer ~~June~~Finance 1,Regulations. The financing ~~2018,~~we ~~Kwueh Lin~~offer ~~Wong~~customers ~~resigned~~is ~~from~~subject ~~his~~to ~~position~~federal asand state laws regulating the ~~Chief~~advertising ~~Financial~~and ~~Officer~~provision of consumer finance options, the ~~Company~~collection of consumer credit and ~~Chow~~financial ~~Wing~~information, ~~Loke~~along ~~was~~with ~~appointed~~requirements related to ~~fill~~online payments and electronic funds transfers, of whether Motos Finance or a third-party is the ~~vacancy~~entity extending credit to such customers. Most states regulate retail installment sales, ~~caused~~including bysetting Mra maximum interest rate, caps on certain fees, or maximum amounts financed. ~~Wong’s~~In ~~resignation~~addition, certain states require that finance companies file a notice of intent or have a sales finance license or an installment sellers license in order to solicit or originate installment sales in that state.

~~Effective~~Environmental ~~June~~Laws 8,and ~~2018, we~~Regulations. We ~~consummated~~are ~~the~~subject ~~acquisition~~to a variety of 49federal,~~831~~ state,~~007~~ ~~shares~~and oflocal ~~MMT~~environmental ~~(the~~laws ~~“MMT~~and ~~Shares”),~~regulations ~~constituting~~that ~~approximately~~pertain ~~99.662%~~to ofour ~~the~~operations. ~~issued~~The regulations ~~and~~concern ~~outstanding~~material ~~securities~~storage, ofair ~~MMT.~~quality, Aswaste ~~consideration~~handling, weand ~~agreed~~water topollution ~~issue~~control. toThe ~~the~~regulations ~~MMT~~also ~~shareholders~~regulate ~~498,310,070~~our ~~shares~~use and operation of ~~our~~gasoline ~~common~~storage ~~stock~~tanks, at agasoline ~~value~~dispensing ofequipment, USoil ~~$0.05~~tanks, ~~per~~and ~~share~~paint use and storage, ~~for~~among another ~~aggregate~~things. ~~value~~Our ofbusiness ~~US$24~~involves the use,~~915~~ handling,~~503.50.~~ Asand adisposal ~~result~~ of ~~our~~hazardous ~~acquisition~~materials ofand ~~the~~wastes, ~~MMT~~including ~~Shares~~motor oil, wegasoline, ~~entered into~~solvents, ~~the~~lubricants, ~~payment~~paints, ~~solution~~and ~~business~~other substances. ~~with~~We amanage ~~focus~~our oncompliance ~~users~~through ~~located~~permitting inand ~~Malaysia~~operational control.

~~MMT~~Facilities ~~was~~and ~~established~~Personnel ~~in 2015~~Regulation. Our facilities and ~~commenced~~business operations inare ~~Malaysia~~subject onto ~~October~~laws ~~2015. MMT had developed~~ and ~~operated~~regulations arelating ~~mobile platform designed~~ to ~~consolidate~~environmental ~~users’ cash~~protection and ~~connect~~health ~~merchants~~and tosafety, ~~consumers~~and our byemployment ~~offering~~practices aare ~~cashless~~subject ~~form~~to ofvarious ~~transaction,~~laws ~~in-app shopping~~ and aregulations, ~~user~~including ~~rewards~~complex ~~system.~~federal, ~~On June 2019~~state, ~~MMT~~and ~~ceased~~local ~~the~~wage ~~operation~~and ofhour ~~the~~and ~~platform~~anti-discrimination laws. ~~Our~~We ~~current~~may ~~principal~~also ~~business~~be isliable tofor ~~achieve~~employee ~~long-term~~misconduct ~~growth~~and ~~potential~~violations ~~through~~of alaws ~~combination with~~or aregulations ~~business~~to ~~rather~~which ~~than~~we ~~immediate,~~are ~~short-term earnings~~subject.

~~Effective~~Federal ~~July~~Advertising Regulations. The ~~16,~~Federal ~~2020,~~Trade ~~Mr.~~Commission ~~Chow~~("FTC") ~~Wing~~has ~~Loke~~authority ~~resigned~~to ~~from~~take ~~his~~actions ~~position~~to asremedy ~~our~~or ~~chief~~prevent ~~financial~~advertising ~~officer~~practices that it considers to be unfair or deceptive and that affect commerce in the United States. MrIf ~~Shiong~~the ~~Han~~FTC ~~Wee~~takes ~~was~~the ~~appointed~~position asin the ~~interim~~future that any aspect of ~~chief~~our ~~financial~~business ~~officer~~constitutes ~~effective~~an ~~July~~unfair 16or deceptive advertising practice, ~~2020~~responding to ~~fill~~such ~~the~~allegations ~~vacancy~~could ~~created~~require byus ~~such~~to ~~resignation~~pay significant damages, settlements, and civil penalties, or could require us to make adjustments to our products and services, any or all of which could result in substantial adverse publicity, lost revenue, increased expenses, and decreased profitability.

OnFederal ~~June~~Antitrust 20Laws. The antitrust laws prohibit, ~~2021~~among other things, any joint conduct among competitors that would lessen competition in the ~~Corporation~~marketplace. A governmental ~~and~~or Ngprivate ~~Chee~~civil ~~Chun,~~action analleging ~~individual~~the ~~(“Purchaser”)~~improper ~~entered~~exchange ~~into~~of ~~that~~information, ~~certain~~or ~~Share~~unlawful ~~Sale~~participation ~~Agreement~~in ~~pursuant~~price tomaintenance ~~which~~or ~~the~~other ~~Corporation~~unlawful ~~sold~~or toanticompetitive ~~the~~activity, ~~Purchaser~~even ~~all~~if ~~shares~~unfounded, ofcould ~~MMT~~be ~~held~~costly byto ~~the~~defend ~~Corporation~~and inadversely ~~consideration~~impact ofour ~~Malaysia~~ability ~~Ringgit~~to ~~One~~maintain ~~Thousand.~~and ~~The~~grow ~~sale~~our ~~consummated~~business. ~~and~~In ~~was~~addition, ~~registered~~governmental ~~with~~or private civil actions related to the ~~Malaysian~~antitrust ~~Government~~laws ~~pursuant~~could result in orders suspending or terminating our ability to ~~Section~~do 51business or otherwise altering or limiting certain of our business practices, including the ~~Companies~~manner ~~Act~~in ~~2016~~which onwe ~~August~~handle 24or disclose pricing information, ~~2021.~~or Asthe aimposition ~~result~~of significant civil or criminal penalties, ~~MMT is~~including nofines ~~longer~~or athe ~~subsidiary~~award of ~~the~~significant damages ~~Corporation~~against us in class action or other civil litigation.

OnOther ~~September~~Laws ~~27,~~and ~~2021,~~Regulations. In ~~the~~addition ~~Corporation,~~to ~~certain~~these ~~sellers~~laws ofand ~~shares~~regulations ofthat ~~our~~apply ~~common~~specifically ~~stock,~~to ~~including~~ our ~~sole executive officer and director Shiong Han Wee (collectively~~business, ~~the~~ ~~“Sellers”),~~we ~~and~~are ~~Moto~~also ~~America,~~subject ~~Inc.(the~~to ~~“Buyer”)~~laws ~~entered into a Sale~~ and ~~Purchase~~regulations ~~Agreement~~affecting ~~dated~~public ~~September~~companies. ~~24,~~The ~~2021,~~violation ~~pursuant~~of toany ~~which~~of ~~the~~these ~~Buyer~~laws ~~agreed~~or toregulations ~~purchase~~could ~~from~~result ~~the~~in ~~Sellers~~administrative, ~~an aggregate of 436~~civil,~~482,690~~ ~~shares~~or ofcriminal ~~common~~penalties ~~stock~~or ofin ~~the~~a ~~Company~~cease-and-desist ~~(the~~order ~~“Common~~against ~~Shares”)~~our ~~and~~business 10operations,~~000,000~~ ~~shares~~any of ~~Series~~which Acould ~~Preferred~~damage ~~Convertible~~our ~~Stock~~reputation ~~(the~~and ~~“Preferred~~have ~~Shares”). The~~a ~~Preferred~~material ~~Stock~~adverse ~~will~~effect beon ~~issued~~our tobusiness, ~~Shiong~~sales and ~~Han~~results ~~Wee as payment in full~~ of ~~all amounts owed by the Company to Mr~~operations. ~~Wee.~~We ~~The~~have ~~sale~~incurred ~~of the Common Shares~~ and ~~the~~will ~~Preferred~~continue ~~Shares is expected~~ to ~~consummate~~incur incapital ~~the~~and ~~near~~operating ~~future.~~expenses ~~The~~and ~~securities~~other ~~were~~costs ~~sold pursuant~~ to ~~the~~comply ~~exemption~~with these ~~provided~~laws ~~by Section 4(a)(2) of the Securities Act of 1933, as amended,~~ and ~~Regulation D promulgated thereunder~~regulations.

InThe ~~connection~~foregoing ~~with~~description ~~the~~of ~~sale~~laws and regulations ofto ~~such~~which ~~securities~~we are or may be subject is not exhaustive, ~~all~~and the regulatory framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the ~~executive~~interpretation ~~officers~~of existing laws and ~~directors~~regulations ofin an unfavorable way may affect the operation ~~Corporation~~of ~~will~~our ~~resign~~business, ~~from~~directly ~~their~~or ~~positions~~indirectly, ~~with~~which ~~the~~could ~~Corporation~~result in substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability. Further, investigations by government agencies, including the ~~following~~FTC, ~~individuals~~into ~~will~~allegedly beanticompetitive, ~~appointed~~unfair, todeceptive ~~serve~~or inother ~~the~~business ~~capacities~~practices by ~~set~~us, ~~forth~~could ~~next~~cause us to ~~their~~incur ~~names~~additional asexpenses ~~described~~and, ~~below:~~if adversely concluded, could result in substantial civil or criminal penalties and significant legal liability.

~~Name Position Vance Harrison Chief Executive Officer, President and Director Terina Liddiard Chief Financial Officer, Secretary and Director Taylor Brody Chief Marketing Officer and Director~~Employees

3As of July 31, 2022, we had approximately 58 full time and 0 part-time employees.

The resignations were not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices. All executive officers and directors will also forgive and waive all liabilities due to them from us in connection with such change in control.3

~~Major Customers~~Available Information

~~During~~Our Internet website is www.motosamerica.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the ~~twelve~~Securities ~~months~~and Exchange Act of 1934, as amended (the "Exchange Act"), ~~ended~~are ~~July~~available, 31free of charge, ~~2021~~under the Investor Relations tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the ~~Company~~SEC. ~~did~~Additionally, ~~not~~the ~~generate~~SEC ~~any~~maintains ~~revenue~~a ~~and~~website ~~has~~located noat www.sec.gov that ~~trade~~contains the ~~receivables~~information we file or furnish electronically with the SEC.

~~Major Vendors~~ITEM 1A. RISK FACTORS.

~~During~~Described below are certain risks to our business and the ~~twelve~~industry ~~months~~in which we operate. You should carefully consider the risks described below, ~~ended~~together ~~July~~with 31the financial and other information contained in this 2022 Form 10-K and in our other public disclosures. If any of the following risks occurs, ~~2021~~our business, nofinancial ~~vendors~~condition, ~~accounted~~results ~~for~~of ~~10%~~operations, cash flows, or ~~more~~prospects could be materially and adversely affected. As a result, our future results could differ materially from historical results and from guidance we may provide regarding our expectations for future financial performance and the trading price of our ~~total~~common stock ~~operating~~could ~~costs~~decline.

~~ITEM~~Risks ~~1A.~~Relating ~~Risk~~to ~~Factors.~~Our Business

WeCompetition ~~are~~from aother ~~smaller~~Powersports ~~reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item~~Groups.

~~ITEM~~The 1BPowersports industry is full of competitors, many of whom are more experienced and better capitalized than the Company. ~~Unresolved~~This ~~Staff~~competition ~~Comments~~exists not only at the dealership level, but also in the express niche of the Company as consolidators of motorsports dealerships. The presence of these Powersports dealer group competitors may negatively impact the Company in various ways, including but not limited to the following: (i) These competitors may be able to bid more aggressively than the Company for the acquisition of available dealerships; (ii) These competitors, many of whom have greater buying power, may be able to make more favorable deals with motorcycle manufacturers and other suppliers of parts and accessories; (iii) These competitors may be able to offer better financing and insurance rates to customers.

WeCompetition ~~are~~from aAutomotive ~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item~~Groups.

~~ITEM~~In 2addition to competition from Powersports dealer groups, there are many very well-established automotive dealer groups in the U.S. ~~Properties~~such as AutoNation Inc. of Fort Lauderdale FL (autonation.com) Penske Automotive Group Inc. of Bloomfield Hills MI (penskeautomotive.com) and Sonic Automotive Inc. of Charlotte NC (sonicautomotive.com). Some automotive dealer groups have begun to venture into powersports dealerships. Notably, Zeigler Auto Group of Kalamazoo MI (zeigler.com), which operates 78 automotive franchises across 35 locations. also operates Zeigler Motorsports, an 85,000-square-foot motorsports dealership offering 19 different Powersports brands. In addition Sonic Automotive has recently entered into a letter of intent to buy Black Hills Harley-Davidson, who operates 5 Harley-Davidson dealerships in the Midwest. The Company expects that more and more automotive dealer groups will begin to compete in the Powersports segment.

WeThe ~~maintain~~Company ~~our~~cannot ~~corporate office~~be atcertain ~~25,~~of ~~Jalan~~its ~~Puteri~~future ~~7/15, Bandar Puteri, 47100 Puchong, Selangor, Malaysia~~profitability. ~~Our space is provided to us by our corporate Secretary free of charge.~~

~~ITEM~~The 3Company has only recently acquired its first 4 operating motorcycle dealerships, and as such does not have an extensive operating history. ~~Legal~~The ~~Proceedings~~Company may incur losses in the foreseeable future as the Company continues to staff the organization and increase expenditures for the acquisition of additional Powersports dealerships in multiple states. The time required to become profitable is uncertain, and there can be no assurance that the Company will achieve profitability on a sustained basis, if at all. Among the factors which may negatively impact the profitability of the Company, include but are not limited to (i) the ability to acquire Powersports dealerships, (ii) the ability of the Company to manage and supervise these dealerships, (iii) the Company’s ability to attract, retain and motivate qualified personnel, (iv) specific economic conditions in the motorcycle market and/or in the Powersports industry including the seasonality of said business, (v) general economic conditions, (vi) other un-enumerated or un-foreseen factors.

On November 12, 2018, MIG Mobile Tech Berhad, a subsidiary of the Company, filed a claim against Digiland Private Limited (“Digiland”) for breach of contract and misrepresentation arising from, among other things, Digiland’s failure to perform under its supplier contract with the Company. In its suit, MIG Mobile Tech Berhad is seeking a return of funds previously paid to Digiland in the amount of S$800,000 Singaporean Dollars (approximately US $584,000) together with a claim for damages to be assessed by the Singapore Court. Within the same suit, Digiland has filed a counterclaim against MIG Mobile Tech Berhad for the balance of the payment due to it under contract in the sum of S$800,000, together with a claim for damages to be assessed by the Singapore Court.4

~~Prior~~Our toannual ~~the filing of the its claims against Digiland, the Company recognized the amount of $596,912 in receivable, deposits~~ and ~~prepayments.~~quarterly ~~The~~operating ~~amount~~results ismay ~~being~~fluctuate ~~recognized as deposit because the development of the application-based software has not been materialized to-date~~significantly. ~~Subsequent to the filing of its claims, the Company has recognized a full impairment in the amount of $596,612.~~

AsWe ~~the~~expect ~~COVID-19~~our ~~pandemic~~operating ~~had~~results ~~seriously~~to ~~affected~~be subject ~~the~~to ~~economy~~annual and ~~business~~quarterly ~~environment~~fluctuations, ~~worldwide~~and they will be affected by numerous factors, including: (i) a change in ~~view~~consumer ofdiscretionary spending; ~~the~~(ii) ~~uncertainty~~a onshift in the ~~recovery~~mix and type of vehicles we sell which could result in lower sales price and lower gross profit; (iii) seasonality and weather, which may impact the ~~refund~~ability ofor ~~deposit~~desire ~~paid~~for potential end customers to ~~Digiland~~consider whether they wish to own a powersports and recreational vehicle; (iv) the ~~costs~~timing and cost of, ~~prolonging~~and ~~the~~level ~~legal~~of ~~proceedings~~investment in ~~light~~the purchase or development of ~~the~~additional ~~Company’s~~Powersports ~~limited~~dealerships which ~~resources~~may change from time to time; (v) our ability to attract, ~~the~~hire ~~Company~~and ~~discontinued~~retain ~~its~~qualified ~~proceedings~~personnel; (vi) future accounting pronouncements onor ~~April~~changes 17in our accounting policies; and (vii) the changing and volatile U.S., ~~2020~~European and global economic environments and exchange rates.

4We depend on key personnel to operate our business.

OnWe ~~November~~believe 5our success will depend on the efforts and talents of our executives and employees, ~~2020~~including Vance Harrison, ~~the~~our ~~Singapore~~Chairman ~~Court~~and ~~awarded~~Chief Executive Officer, and Kris Odwarka, our aPresident. ~~judgment~~Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in ~~favor~~high ofdemand, ~~Digiland~~and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and asstrategy, and we may not be able to find adequate replacements on a ~~result~~timely ~~MIG~~basis, ~~Mobile~~or ~~Tech~~at ~~Berhad~~all. ~~was~~Our ~~ordered~~executive officers are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to ~~pay:~~replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.

We rely on third-party financing providers to finance a) portion ~~The~~of ~~Judgment~~our ~~Sum~~customers’ ofvehicle ~~S$800,000~~purchases.

b) We rely on third-party financing providers to ~~Interest~~finance a portion of our customers’ vehicle purchases. Accordingly, our revenue and results of operations are partially dependent on the ~~Judgment~~actions ~~Sum~~of atthese 5third parties.~~33%~~ ~~per~~We ~~annum~~provide ~~from~~financing ~~29th~~to ~~November~~qualified ~~2018~~customers through a number of third-party financing providers including BMW Financial Services. If one or more of these third-party providers cease to provide financing to our customers, provide financing to fewer customers or no longer provide financing on competitive terms, it could have a material adverse effect on our business, sales and results of operations. Additionally, if we were unable to replace the ~~date~~current third-party providers upon the occurrence of ~~payment;~~one or more of the foregoing events, it could also have a material adverse effect on our business, sales and results of operations. We rely on third-party providers to supply other aftermarket insurance, warranty and financial service products to our customers. Accordingly, our revenue and results of operations will be partially dependent on the actions of these third-parties. If one or more of these third-party providers cease to provide such products, make changes to their products or no longer provide their products on competitive terms, it could have a material adverse effect on our business, revenue and results of operations. Additionally, if we were unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, it could also have a material adverse effect on our business, revenue and results of operations.

~~c) Legal~~Our ~~costs~~sales of ~~the~~powersports ~~action~~vehicles tomay be ~~taxed~~adversely ifimpacted ~~not~~by increased ~~agreed~~supply of and/or declining prices for pre-owned powersports vehicles and excess supply of new powersports vehicles.

~~Interest~~We onbelieve when prices for pre-owned powersports vehicles have declined, it can have the ~~Judgment~~effect ~~Sum~~of ~~calculated~~reducing updemand toamong retail purchasers for new powersports vehicles at or near manufacturer’s ~~February~~suggested 16retail prices. Further, ~~2021~~the ismanufacturers ~~S$94,507~~of powersports and recreational vehicles can and do take actions that influence the markets for new and pre-owned powersports vehicles.~~38.~~ ~~Digiland~~For ~~further~~example, ~~claimed~~introduction ~~legal~~of ~~cost~~new ~~together~~models with ~~disbursement~~significantly different functionality, technology or other customer satisfiers can result in ~~the~~increased ~~sum~~supply of ~~S$79~~pre-owned powersports and recreational vehicles,~~616.88.~~ ~~The~~and ~~total~~a corresponding ~~liabilities~~decrease ~~are~~in ~~estimated~~price of pre-owned powersports vehicles. Also, while historically manufacturers have taken steps designed to bebalance atproduction volumes ~~S$974~~for new powersports vehicles with demand,~~124~~ those steps have not always proven effective.26 ~~and~~In ~~was~~other ~~accrued~~instances, inmanufacturers have chosen to supply new powersports vehicles to the ~~financial~~market ~~statement~~in ~~for~~excess of demand at reduced prices which has the ~~period~~effect ~~ended~~of ~~July~~reducing ~~31,~~demand for ~~2020~~pre-owned powersports and ~~2021~~recreational vehicles.

On June 20, 2021, the Corporation and Ng Chee Chun, an individual (“Purchaser”) entered into that certain Share Sale Agreement pursuant to which the Corporation sold to the Purchaser all shares of MMT held by the Corporation in consideration of Malaysia Ringgit One Thousand. The sale consummated and was registered with the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on August 24, 2021. As a result, MMT is no longer a subsidiary of the Corporation, and the liabilities associated with the foregoing judgment will no longer be accrued on our financial statements on a going forward basis.5

~~ITEM~~We 4.are ~~MINE~~an ~~SAFETY~~“emerging ~~DISCLOSURES~~growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

~~Not~~We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our securities less attractive because we may rely on these exemptions.

5We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenue exceeds $1.1 billion , if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

~~PART~~Even IIif we no longer qualify as an “emerging growth company,” we may still be subject to reduced reporting requirements so long as we are considered a “smaller reporting company.”

~~ITEM 5.~~Many ~~Market~~of the exemptions available for ~~Registrant’s~~emerging growth ~~Common~~companies ~~Equity,~~are ~~Related~~also ~~Stockholder~~available ~~Matters~~to ~~and~~smaller ~~Issuer~~reporting ~~Purchases~~companies like us that have less than $75 million of ~~Equity~~worldwide ~~Securities~~common equity held by non-affiliates. So, although we may no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.

(If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a) ~~Market~~result, stockholders ~~Information~~could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

~~Shares~~Effective ofinternal ~~our~~controls ~~common~~over ~~stock~~financial reporting are ~~quoted~~necessary onfor ~~the~~us ~~OTC~~to ~~Pink~~provide ~~under~~reliable ~~the~~financial ~~symbol~~reports ~~“WECT”.~~and, Astogether ofwith ~~October~~adequate ~~20,~~disclosure ~~2021~~controls and procedures, ~~the~~are ~~last~~designed to ~~closing~~prevent ~~price~~fraud. ofAny ~~our~~failure ~~securities~~to ~~was~~implement ~~$0.061~~required new or improved controls, or difficulties encountered in their implementation could ~~with~~cause ~~little~~us to nofail ~~quoting~~to ~~activity~~meet our reporting obligations. ~~There~~In isaddition, noany ~~established~~testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public ~~trading~~accounting ~~market~~firm, ~~for~~may reveal deficiencies in our ~~securities~~internal controls ~~and~~over afinancial ~~regular~~reporting ~~trading~~that ~~market~~are deemed to be material weaknesses or that may require prospective or retroactive changes to ~~not~~our ~~develop,~~financial statements or ifidentify ~~developed~~other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, ~~may~~which ~~not~~could behave ~~sustained~~a negative effect on the trading price of our common stock.

~~The~~We ~~following~~are ~~table~~required ~~sets~~to ~~forth,~~disclose changes made in our ~~for~~internal ~~the~~controls ~~fiscal~~and ~~quarters~~procedures ~~indicated,~~on ~~the~~a ~~high~~quarterly basis and ~~low~~our ~~bid~~management ~~information~~will ~~for~~be ~~our~~required ~~common~~to ~~stock~~assess the effectiveness of these controls annually. However, for as ~~reported~~long onas we are an “emerging growth company” under the ~~OTC~~JOBS ~~Pink.~~Act, ~~The~~our ~~following~~independent ~~quotations~~registered public ~~reflect~~accounting ~~inter-dealer~~firm ~~prices,~~will ~~without~~not ~~retail~~be ~~mark-~~required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an “emerging growth company” for up, ~~mark-down~~to orfive ~~commission~~years. ~~and~~An ~~may~~independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. ~~represent~~Undetected ~~actual~~material ~~transactions~~weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.

Quarterly period	High		Low
Fiscal year ended July 31, 2021
First Quarter	$	0.043	$	0.033
Second Quarter	$	0.004	$	0.010
Third Quarter	$	0.003	$	0.011
Fourth Quarter	$	0.250	$	0.011
Fiscal year ended July 31, 2020
First Quarter	$	0.240	$	0.075
Second Quarter	$	0.100	$	0.005
Third Quarter	$	0.050	$	0.050
Fourth Quarter	$	0.050	$	0.043

~~(b) Approximate~~Competition ~~Number~~at ofthe ~~Holders~~Dealership ~~of Common Stock~~Level.

AsTo ofattain ~~October~~and 21maintain profitability and viability in the market, ~~2021~~the individual dealerships under the Company management group must compete at the individual dealership level for customers and sales in their respective local markets. The Powersports industry has traditionally been dominated by smaller operators, ~~there~~sometimes ~~were~~characterized ~~approximately~~as ~~363~~“mom ~~shareholders~~and pop” stores. While the Company hopes to bring certain advantages of ~~record~~group buying and professional management to its stores, each dealership under the Company umbrella of ~~our~~companies ~~common~~must ~~stock~~ultimately compete with other dealerships for each sale. ~~Such~~Some ~~number~~of ~~does~~these ~~not~~“mom ~~include~~and ~~any~~pop” ~~shareholders~~stores ~~holding~~are ~~shares~~well established with loyal customer bases and a wealth of operational knowledge. On the other hand, in ~~nominee~~some markets, the dealerships under Company management will compete with other dealerships that are part of other motorsports management groups. Some of these dealerships are very likely to be well run, well established, and with loyal customer bases, in addition to the advantages the Company expects to enjoy from group buying and professional management. From one market to another this competition at the dealership level may be different, and of more or ~~“street~~less ~~name”~~risk. But the full or partial failures of individual dealerships to attain the results expected by the Company can adversely and significantly impact the profitability and maybe even the viability of the Company.

~~(c) Dividends~~Competition from other Brands.

~~Holders~~The ofCompany ~~our~~plans ~~common~~continue ~~stock are~~to ~~entitled~~specialize toin ~~receive~~the three ~~such~~Premium ~~dividends~~European asMotorcycle ~~may~~brands, bewhich ~~declared~~is bya ~~our~~relatively ~~board~~small niche of ~~directors~~the overall Power Sports industry. WeFive ~~paid~~motorcycle nobrands Harley-Davidson, ~~dividends~~Honda, ~~during~~Yamaha, Kawasaki, and Suzuki, currently dominate the ~~periods~~market ~~reported~~for motorcycles in the U.S., enjoying a combined market ~~herein~~share of approximately 80%. These manufacturers and their dealers, ~~nor~~and dodealer wenetworks, ~~anticipate~~along ~~paying~~with ~~any~~other ~~dividends~~brands inand manufactures may be able to develop products with greater market appeal and reach, negatively impacting the ~~foreseeable~~prospects ~~future~~of the three Premium European Motorcycle brands.

~~(d) Equity~~Reliance ~~Compensation~~on ~~Plan~~Luxury ~~Information~~Brands.

~~There~~The three Premium European Motorcycle brands, Triumph, BMW, and Ducati, are noluxury ~~options~~brands, ~~warrants~~and orat ~~convertible~~the ~~securities~~high end of the Powersports industry, both in terms of motorcycles and clientele. ~~outstanding~~The three offer a wide range of motorcycles across most segments including "Super-Sport", “Sport”, "Touring", "Adventure", "Naked/Standard" and “Dual-Sport” motorcycles. These manufacturers offer motorcycles from just over $5,000 to in excess of $50,000, having recently ventured into the lower end of the market to serve new and younger customers. The market for luxury brands has historically been more volatile than other segments of the motorsports industry and represents an additional risk to the Company. The Company attempts to mitigate the inherent Premium market risk by diversifying across the above three brands and across different geographies in the US: (i) Ducati. Ducati, which is owned by Volkswagen AG, claims a 10% market share in the U.S. among its target audience. 2021 was its record year in the USA, with the US outperforming all major markets world-wide. (ii) BMW. BMW Motorrad operates in the premium segment of the global motorcycle sector. BMW sales worldwide achieved their all-time record in 2021. However, there was a drop in sales in the USA before the business disruption of the pandemic, with a recovery in 2022 yielding BMW Motorrad's second-best sales volume year in its US history. (iii) Triumph. Triumph’s lineup of motorcycles starts at around $10,000 and rises to nearly triple that. In 2021, Triumph also notched all-time record sales world-wide, led by the US market.

6Environmental Concerns and Risks.

~~(e) Recent~~All ~~Sales~~internal combustion-engine vehicles face intense pressure to become more environmentally friendly. While motorcycles have largely evaded this scrutiny from regulators as modes of ~~Unregistered~~transportation, there ~~Securities~~is no assurance that this will remain the case. The brands that make up the foundation of the business of the Company are not generally considered transportation, but rather sport vehicles, and as such may become subject to future regulations at either a state or national level well in advance of other segments of the motorcycle market. While there have been some initial efforts to move away from internal combustion engines in motorcycles generally, the specific niche of the Company, luxury European sports bikes, is not likely to be able to migrate, at least in its current configuration, to any sort of environmentally friendly fuel or alternative power structure in the foreseeable future.

The information set forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year ended July 31, 2021, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 10-K: None.7

~~ITEM~~Changes 6.in ~~Selected~~franchise ~~Financial Data~~policies.

WeThe ~~are~~Company operates as a ~~smaller~~franchisee ~~reporting~~of one or ~~company~~more of the three Premium European Motorcycle brands at each of its locations and prospective locations. From time to time, the Premium European Motorcycle manufacturers change their franchise agreements and operational policies. Such policies may affect such things as capital ~~defined~~standards byat ~~Rule~~each ~~12b~~dealership, required inventory levels, signage and other fit-2up at the dealership location, and the ability of the ~~Securities~~Company ~~Exchange~~to ~~Act~~co-locate multiple brands within a single location. Such changes may have a deleterious effect on the operation of ~~1934~~the Company, and ~~are~~may ~~not~~cause ~~required~~the Company to ~~provide~~modify its acquisition plans. Furthermore, such changes may affect the ~~information~~ability of the Company to find liquidity in its investment in acquired dealerships. While each state has franchise laws that to some degree protect the Company, and other franchisees of the three Premium European Motorcycle brands, no assurance can be offered that future changes in the franchise agreements under ~~this~~which ~~item~~the Company operates, will not adversely affect the operations and prospective operations of the Company.

~~ITEM~~Risks 7.Related ~~Management's Discussion~~to ~~and~~Ownership ~~Analysis~~ of ~~Financial~~our ~~Condition~~Common ~~and Results of Operations.~~Stock

~~Unless~~One ~~otherwise~~shareholder ~~noted, all~~owns ~~currency~~a ~~figures~~significant ~~quoted~~percentage ~~as “U.S. dollars”, “dollars” or “US$” refer to the legal currency~~ of ~~the United~~our ~~States.~~stock ~~References to “MYR” or “RM” are to the Malaysian Ringgit, the legal currency of Malaysia. Throughout this report, assets~~ and ~~liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the~~ ~~balance~~is ~~sheet~~able ~~date.~~to ~~Revenue~~exert ~~and~~significant ~~expenses~~control ~~are~~over ~~translated~~matters atsubject ~~average~~to ~~rates~~stockholder ~~prevailing during the period~~approval. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

~~Overview~~Vance Harrison, our Chairman and Chief Executive Officer, owns approximately 68.7% of our voting shares. As a result Mr. Harrison has the ability to determine all matters requiring stockholder approval. For example, he is able to control elections of directors, amendments of our organizational documents approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may believe are in your best interest as a stockholder or to take other action that you may believe are not in your best interest as a stockholder. This may also adversely affect the market price of our Common Stock.

WeBecause ~~were~~our anCommon ~~IT-solutions~~Stock ~~provider that~~may ~~provided~~be deemed a ~~multi~~low-~~dimensional~~priced ~~e-commerce platform to facilitate shopping~~“penny” stock, ~~business,~~an ~~trade~~investment ~~and integrates online & office transactions~~ in aCommon ~~single~~Stock ~~application.~~should ~~Prior~~be toconsidered ~~June~~high ~~2019,~~risk ~~we developed~~ and ~~operated~~subject ~~a mobile platform designed~~ to ~~consolidate~~marketability ~~users’ cash and connect merchants to consumers by offering a cashless form of transaction, in-app shopping and a user rewards system~~restrictions. On June 2019, we ceased the operation of the platform but continue to maintain our IT solution business operations through our wholly owned subsidiary, MIG Mobile Tech (MMT). During the fiscal years ended July 31, 2020, and 2019, we generated comprehensive losses of 1,064,620 and $1,493,284, respectively.

~~Since~~When wethe ~~ceased~~trading ~~operations~~ price of our ~~platform~~Common ~~June~~Stock ~~2019,~~is $5.00 weper ~~unsuccessfully~~share ~~attempted~~or tolower, ~~diversify~~it ~~into~~is ~~the~~deemed ~~energy~~a penny stock, ~~oil~~as &defined ~~gas~~in ~~sector~~Rule 3a51-1 under the Exchange Act, and subject to ~~strengthen~~the ~~our~~penny ~~financial~~stock ~~position~~rules of the Exchange Act specified in rules 15g-1 through 15g-10. ~~Our~~Those ~~current~~rules ~~principal~~require ~~business~~broker-dealers, isbefore effecting transactions in any penny stock, to: ~~achieve~~(i) ~~long-term~~deliver ~~growth~~to ~~potential~~the ~~through~~customer, and obtain a ~~combination~~written ~~with~~receipt for, a ~~business~~disclosure ~~rather~~document; ~~than~~(ii) ~~immediate,~~disclose certain price ~~short-term~~information ~~earnings.~~about ~~Based~~the onstock; ~~proposed~~(iii) ~~business~~disclose ~~activities,~~the weamount ~~are~~of acompensation ~~“blank~~received ~~check”~~by ~~company.~~the Webroker-dealer ~~intend~~or any associated person of the broker-dealer; (iv) send monthly statements to ~~comply~~customers with market and price information about the ~~periodic reporting~~penny ~~requirements~~stock; ofand (v) in some circumstances, approve the ~~Exchange~~purchaser’s ~~Act~~account ~~for~~under socertain ~~long~~standards asand itdeliver iswritten ~~subject~~statements to ~~those~~the ~~requirements~~customer with information specified in the rules.

~~On June 20, 2021, the Corporation~~Anti-takeover ~~and~~provisions Ngmay ~~Chee~~limit ~~Chun, an individual (“Purchaser”) entered into that certain Share Sale Agreement pursuant to which~~ the ~~Corporation sold~~ability ~~to the Purchaser all shares~~ of ~~MMT~~another ~~held~~party ~~by the Corporation in consideration of Malaysia Ringgit One Thousand. The sale consummated and was registered with the Malaysian Government pursuant~~ to ~~Section~~acquire ~~51 of the Companies Act 2016 on August 24~~us, ~~2021.~~which Ascould acause ~~result,~~our ~~MMT is~~stock noprice ~~longer~~to ~~a subsidiary of the Corporation~~decline.

OnNevada ~~September~~law ~~27,~~and ~~2021, the Corporation, certain sellers of shares of~~ our ~~common stock~~charter, ~~including our sole executive officer and director Shiong Han Wee (collectively~~bylaws, ~~the “Sellers”),~~ and ~~Moto~~other ~~America,~~governing ~~Inc.(the~~documents ~~“Buyer”)~~contain ~~entered~~provisions ~~into~~that acould ~~Sale and Purchase Agreement dated September 24~~discourage, ~~2021,~~delay ~~pursuant~~or toprevent ~~which~~a ~~the~~third ~~Buyer~~party ~~agreed to purchase~~ from ~~the~~acquiring ~~Sellers an aggregate of 436~~us,~~482,690~~ ~~shares~~even ofif ~~common stock of the Company~~doing ~~(the~~so ~~“Common~~may ~~Shares”) and 10,000,000 shares of Series A Preferred Convertible Stock (the “Preferred Shares”). The Preferred Stock will~~ be ~~issued~~beneficial to ~~Shiong~~our ~~Han~~stockholders, ~~Wee~~which ascould ~~payment~~cause inour ~~full~~stock ofprice ~~all amounts owed by the Company~~ to Mrdecline. Wee. The sale of the Common Shares and the Preferred Shares is expected to consummate in the near future. The securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

7ITEM 1B. UNRESOLVED STAFF COMMENTS.

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

~~Name Position Vance Harrison Chief Executive Officer, President and Director Terina Liddiard Chief Financial Officer, Secretary and Director Taylor Brody Chief Marketing Officer and Director~~8

~~All~~ITEM ~~executive~~2. ~~officers and directors will also forgive or waive all liabilities due to them from us in connection with such change in control~~PROPERTIES.

AsAt ofJuly 31, ~~the~~2022, ~~date~~our ofoperations ~~this Annual~~comprised ~~Report,~~four we(4) ~~have~~powersports ~~not~~retail ~~entered~~locations ~~into~~and ~~any~~one ~~binding~~(1) ~~agreement with any party regarding acquisition opportunities for us. We hope to continue to engage in discussions with~~ other ~~operating~~Salt ~~businesses~~Lake ~~affiliated~~City ~~with~~location ~~our executive officers regarding potential acquisition opportunities. There is no assurance~~ that ~~any~~serves ~~nonbinding~~as ~~term~~our ~~sheet~~corporate ~~will~~and ~~result~~administrative ~~into~~head ~~a definitive purchase transaction nor can we assure you that we~~office ~~will~~needs. beThe ~~able~~Company todoes ~~successfully~~not ~~acquire~~own ~~such company or~~ any ~~company~~of inthese ~~the near future~~locations.

Financial Condition; Going Concern

Dealership Name	Address	Brands Offered
BMW Motorcycles of Portland	12010 SW Garden Place, Tigard, OR 97223	BMW
Triumph Portland	13705 SW Farmington Rd., Beaverton, OR 97005	Triumph
BMW Motorcycles of Eugene	2891 W 11th Ave., Eugene, OR 97405	BMW, Triumph
Motos America Nashville	288 White Bridge Pike, Nashville, TN 37209	BMW, Ducati

WeITEM have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations3. WeLEGAL ~~have no assurance that future financing will be available to us on acceptable terms, or at all~~PROCEEDINGS. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

~~Our~~We ~~financial~~may ~~statements have been prepared on a going concern basis which assumes the Company will~~ be ~~able~~subject to ~~realize~~legal ~~its~~proceedings, ~~assets~~ investigations and ~~discharge~~claims ~~its~~incidental ~~liabilities in~~to the ~~normal~~conduct ~~course~~ of our business ~~for~~from ~~the~~time ~~foreseeable~~to ~~future~~time. AsWe ofare ~~July~~not ~~31,~~currently ~~2021,~~a ~~the~~party ~~Company~~to ~~had~~any ~~working~~material ~~capital~~litigation ~~deficit~~or ~~of $(2,321,872)~~other ~~and~~legal ~~has~~proceedings ~~incurred~~brought ~~losses~~against ~~since its inception resulting in an accumulated deficit of $(7,667,225)~~us. ~~Further~~We ~~losses~~ are ~~anticipated~~also innot ~~the development~~aware of ~~the~~any ~~business~~legal proceeding, ~~raising~~investigation ~~substantial~~or ~~doubt~~claim, ~~about~~or ~~the~~other ~~Company’s~~legal ~~ability~~exposure tothat has ~~continue~~a asmore athan ~~going~~remote ~~concern.~~possibility ~~The~~of ~~financial statements~~having doa ~~not~~material ~~include~~adverse ~~any~~effect ~~adjustment~~on ~~that~~our ~~might~~business, ~~result~~financial ~~from~~condition ~~the~~or ~~outcome~~results of ~~this uncertainty~~operations.

~~The~~ITEM ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due4. ~~Management~~MINE ~~intends~~SAFETY ~~to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock~~DISCLOSURES.

~~Results~~Not ~~of Operations~~Applicable.

~~Comparison of the years ended July 31, 2021 and 2020~~9

~~The~~PART ~~following table sets forth certain operational data for the years ended July 31, 2021, and 2020:~~II

	For the Years Ended July 31,
	2021			2020
Revenue	$	–		$	65,690
Cost of revenue		–			–
Gross Margin		–			65,690
Other Income		(1,523	)		10,794
General and administrative expense		(27,199	)		(1,179,650	)
Loss before tax		(28,722	)		(1,103,166	)
Taxation		–			–
Loss after tax		(28,722	)		(1,103,166	)
Translation adjustment		(19,451	)		38,546
Net Loss	$	(48,173	)	$	(1,064,620	)

8Change of Control

~~Net~~On ~~Revenue.~~September We27, ~~generated revenues~~2021, certain sellers of ~~$Nil~~shares of our common stock, including our former sole executive officer and ~~$65~~director,~~690~~ ~~during~~Shiong Han Wee (collectively, the ~~fiscal~~“Seller”), and ~~year~~our ~~ended~~current ~~July~~chief 31executive officer, ~~2021~~Vance Harrison (the “Buyer”) entered into a Sale and ~~2020~~Purchase Agreement dated September 24, ~~respectively.~~2021, ~~Our~~pursuant ~~revenues~~to ~~are~~which ~~generally~~the ~~derived~~Buyer agreed to purchase from the Sellers an aggregate of 1,454,943 shares of common stock of the Company (the ~~provision~~“Common Shares”) and 33,334 shares of ITSeries ~~service~~A ~~fees~~Preferred Convertible Stock (the “Preferred Shares”). The Preferred ~~zero~~Stock ~~net~~was ~~revenues~~issued into FYthe Seller on September 27, 2021, isas ~~attributable~~payment toin full of all amounts owed by the ~~cessation~~Company and disposition of ~~all~~the ~~operations~~subsidiary to the Seller.

~~During~~The ~~the~~transaction ~~twelve~~resulted ~~months ended~~in ~~July 31, 2020,~~ the ~~following~~Buyer ~~customers~~having ~~accounted for 10~~approximately 91% ~~or more~~ of ~~our~~the ~~total~~voting ~~net revenues:~~control.

	Year ended July 31, 2020				July 31, 2020
	Revenues		Percentage of revenues		Accounts receivable
East Cloud Sdn Bhd	$	16,470		25%	$	–
Creative Property Management Sdn Bhd		6,390		10%		–
MIG Network & Consultancy Sdn Bhd		15,042		23%		–
TOTAL	$	37,902		58%	$	–

Reverse Stock Split and Corporation Actions

~~East~~On ~~Cloud~~November ~~Sdn~~1, ~~Bhd~~2021, ~~Creative~~the ~~Property~~Board ~~Management~~of Directors of ~~Sdn~~the ~~Bhd~~Company ~~and~~authorized ~~MIG~~a ~~Network~~one-for-three &hundred ~~Consultancy~~(1-for-300) ~~Sdn~~reverse ~~Bhd~~stock ~~are~~split ~~affiliated~~(the ~~with~~“Reverse ~~our~~Split”) ~~executive~~of ~~officers~~the Company’s issued and ~~directors~~outstanding Common Stock, ~~Shiong~~par ~~Han~~value ~~Wee~~$0.001 per share, along with a name change, and ~~Kwueh~~elected to apply for a new trading symbol ~~Lin~~and ~~Wong~~CUSIP number for its common shares.

~~Gross~~On ~~Margin.~~November We17, ~~generated~~2021, the Company, filed with athe ~~gross~~Secretary ~~margin~~of the State of ~~$Nil~~Nevada Amended and ~~$65~~Restated Articles of Incorporation. These Restated Articles changed the name of the Company to Motos America Inc.,~~690~~ ~~for~~and the ~~fiscal~~Reverse ~~years~~Stock ~~ended~~Split. ~~July~~On 31December 14, 2021, ~~and~~the ~~2020~~Company, ~~respectively.~~filed ~~The~~notice ~~zero~~with ~~gross~~the ~~margin~~Financial ~~was~~Industry ~~attributable~~Regulatory toAuthority (FINRA) and the ~~cessation~~Stock Split and corporate actions were effective as of ~~all~~June ~~operations~~16, 2022.

~~Operating~~As ~~Expenses. During~~a ~~the~~result ~~fiscal~~of ~~year~~the ~~ended~~Reverse ~~July 31~~Split, ~~2021,~~the ~~and~~number ~~2020, we incurred operating and administrative expenses~~ of ~~$27,199 and $1,179,650 respectively.~~ ~~The~~authorized ~~decrease~~shares ~~in operating and administrative expenses is attributable to the provision~~ of ~~contingent~~Common ~~liability~~ and ~~the~~Preferred ~~shutdown~~Stock ~~cost incurred~~was ~~in the fiscal year 2020~~unchanged.

~~During~~All ~~the~~share ~~twelve~~and ~~months ended~~per ~~July~~share ~~31,~~information ~~2021~~in ~~and~~the ~~2020~~financial statements, noincluded ~~vendors~~in ~~accounted~~this ~~for~~Form 10%-K, orretroactively ~~more~~reflect ofthis ~~our~~Reverse ~~total~~Stock ~~operating costs~~Split.

~~Income~~Market ~~Tax Expense. There is no income tax expense recorded for the fiscal year ended July 31, 2021 and 2020.~~Information

~~Net~~Our ~~Loss.~~common Westock ~~recorded a~~is ~~net~~listed ~~loss of $48,173 and $1,064,620~~ for ~~the~~quotation ~~fiscal~~on ~~years ended July 31, 2021, and 2020, respectively. The decrease in net loss is due~~the toExpert ~~the~~Market ~~provision~~ of ~~contingent liability and~~ the ~~shutdown~~OTC ~~cost~~Markets ~~incurred~~under in the ~~fiscal~~symbol ~~year 2020~~“MTAM”.

~~Liquidity~~There is an established current public market for the shares of our Common Stock which trade and ~~Capital~~are ~~Resources~~quoted bid/ask on the OTC Markets. Other than the OTC Markets quotation, there can be no assurance that a liquid market for our securities will ever develop. Transfer of our Common Stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

AsEmpire ofStock ~~July~~Transfer ~~31, 2021, we had current assets of $542 and current liabilities of $2,322,414~~Inc. ~~Our~~at ~~current~~1859 ~~assets~~Whitney ~~consisted of $542 of cash and cash equivalent. Our current~~Mesa ~~liabilities consisted $85~~Dr.,~~956~~ ~~of trade payables~~Henderson, ~~$967,189~~NV of89014 ~~other~~(Telephone: ~~payables~~(702) ~~and accruals~~818-5898), ~~$1,248,070~~is ofthe ~~amount~~registrar ~~due~~and totransfer ~~related~~agent ~~parties and~~for ~~$21,199~~our ofcommon ~~tax provision~~shares.

AsHolders of ~~July~~Common 31, 2020, we had current assets of $544 and current liabilities of $2,274,336. Our current assets consisted of $544 of cash and cash equivalent. Our current liabilities consisted $83,458 of trade payables, $933,410 of other payables and accruals, $1,236,274 of amount due to related parties and $21,194 of tax provision.Stock

9On April 25, 2023, the shareholders’ list showed 401 shareholders with 7,136,416 shares of common stock outstanding.

~~Stockholders’ equity decreased from a deficit of $2,282,935 as of July 31, 2020, to a deficit of $2,331,108.~~10

~~Net Cash Used In Operating Activities~~Dividends

~~Net~~We ~~cash~~have ~~used~~never indeclared ~~operating~~or paid any cash dividends. ~~activities~~We ~~was~~currently ~~$(2)~~do ~~for~~not ~~the~~intend ~~year~~to ~~ended~~pay ~~July~~cash ~~31,~~dividends ~~2021,~~in ~~and~~the ~~consisted~~foreseeable ~~primarily~~future ofon ~~net~~the ~~loss~~shares of ~~$28,722,~~common astock. ~~decrease~~We inintend ~~foreign~~to ~~translation~~reinvest any earning ~~reserve~~in the development and expansion of ~~$(19,451),~~our abusiness. ~~decrease~~Any cash dividends in ~~amount~~the ~~due~~future to ~~directors~~common ofstockholders ~~$11,796,~~will anbe ~~increase~~payable inwhen, ~~other~~as ~~payables~~ and if ~~accrued~~declared ~~liabilities~~by our board of ~~$33~~directors,~~877, amount~~ ~~due~~based toupon ~~related~~the ~~parties~~Board's ofassessment. ~~$11~~Therefore,~~796~~ ~~and~~there ~~account~~can ~~payables~~be ofno ~~$2,498~~assurance that any dividends on the common stock will ever be paid.

~~Net~~Securities ~~cash~~Authorized ~~used in operating activities was $(2,925)~~ for ~~the~~Issuance ~~year~~Under ~~ended July 31, 2020, and consisted primarily of net loss of $1,103,166, an increase in plant and~~Equity ~~equipment~~Compensation written off of $68,247, an increase in foreign translation reserve of $7,092, a decrease in trade receivables of $11,696, a decrease in other receivables, deposits and prepayments, a decrease in amount due to directors of $52,869, an increase in other payables and accrued liabilities of $734,308, offset against a decrease in depreciation of plant and equipment of $16,687, amount due to related parties of $200,110 and account payables of $9,258.Plans

~~Net Cash Used In Investing Activities~~None.

~~There~~Recent isSales noof ~~net~~Unregistered ~~cash~~Securities ~~used in~~and ~~investing~~Use ~~activities~~of ~~for fiscal year ended July 31, 2021.~~Proceeds

~~Net~~Description ~~cash~~and ~~used~~Material inTerms ~~investing activities for the fiscal year ended July 31, 2020 was $126, consisting~~ of ~~proceeds~~Unregistered ~~from~~Securities ~~the disposal of property and equipment.~~Sold:

~~Net~~During ~~Cash~~the ~~Generated~~FY ~~From Financing~~ended ~~Activities~~July 31, 2022 the Company sold 5 types of unregistered securities:

~~There~~1. Common Voting Shares, $0.001 par value. Common voting shares of the Company were offered at $2.00 per share. 2. Series A Convertible Bonds. Series A Convertible Bonds are $1,000 face value bonds which bear a 6% coupon rate. Interest is noaccrued ~~net~~and ~~cash~~payable ~~generated from~~at ~~financing~~the ~~activities~~end ~~for~~of each calendar quarter. Series A Convertible Bonds are convertible into Shares at the ~~fiscal~~rate ~~years~~of ~~ended~~200 ~~July~~common voting shares each. Series A Convertible Bonds mature on December 31, ~~2021~~2028. 3. Series B Convertible Bonds. Series B Convertible Bonds are $1,000 face value bonds, with an 18% coupon rate. Interest is accrued and ~~2020~~payable at the end of each calendar quarter. Series B Convertible Bonds are convertible into Shares at the rate of 400 common voting shares each. Series B Convertible Bonds mature on December 31, 2028. 4. Series A Convertible Debentures. Series A Convertible Debentures are $500,000 face value debentures. The Series A Convertible Debentures bear an annual rate of 10% simple. Interest is accrued and payable at the end of each calendar quarter. Series A Convertible Debentures are convertible into 150,000 common voting shares each. The Series A Convertible Debentures mature on December 31, 2026. 5. Series A Warrants. Series A Warrants are for the purchase of 10,000 post-split Shares, at a strike price of $1.00 to $2.00 per Share. The Series A Warrants may be exercised for a period of 24 months beginning January 1st 2022 at a strike price of $1.00 per Share. In addition, Series A Warrants may be exercised for 12 months beginning January 1st 2024 and ending December 31st 2024 at a price of $2.00 per share. Unexercised Warrants shall expire at 12:01 a.m. Mountain Daylight Time on January 1 2025. Series A Warrants may only be exercised in toto.

WeThe ~~have~~following ~~never~~table ~~paid~~represents ~~dividends on~~the ~~our~~sale ~~Common~~of ~~Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently,~~these weunregistered dosecurities ~~not~~during ~~expect to pay dividends on Common Stock in~~ the ~~foreseeable~~preceding ~~future.~~fiscal year:

The success of our business plan is dependent upon the availability of additional capital resources on terms satisfactory to management as we are not generating sufficient revenues from our business operations. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and long-term debt. There can be no assurance that we can raise such additional capital resources on satisfactory terms. At this moment, we do not have enough cash and other sources of liquidity to support operations for the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

Security Type	Number Sold	Price Each	Dollar Amount Sold		Conversion Rights (Common Shares Each)	Fully Converted Common Share Count
Common Shares	760,000	$2.00	$	1,520,000	NA	760,000
Class A Warrants	36	$1.00		36	10,000	360,000
Series A Debentures(1)	3	$500,000		1,500,000	150,000	450,000
Series A Bonds (2)	1,620	$1,000		1,620,000	200	324,000
Series B Bonds (3)	365	$1,000		365,000	400	146,000
			$	5,005,036		2,101,000

~~Off-Balance Sheet Arrangements~~11

WeReason ~~have~~for nothe ~~outstanding~~sale/Use ~~off-balance~~of Proceeds: The ~~sheet~~Company ~~guarantees,~~sold ~~interest~~these ~~rate~~securities ~~swap~~to ~~transactions~~finance orits ~~foreign~~acquisitions ~~currency~~and ~~contracts~~operating losses. WeThe dodetails ~~not~~of ~~engage~~Company operations, including acquisition of 4 operating motorcycle dealerships are found in ~~trading~~the ~~activities~~financial ~~involving~~statements ~~non-exchange traded~~appended ~~contracts~~to this filing.

10Offering exemption: The Company believes that these securities transactions were exempt from registration under Regulation D, and/or Section 4(a)(2) of the Securities Act, and various provisions of the laws in the states where the investors in these securities reside.

~~Critical~~Risk ~~Accounting~~Factors: ~~Policies~~The ~~and~~Company ~~Estimates~~has availed itself to certain risks by undertaking the sale of unregistered securities, including, but not limited to the following:

~~The~~1. ~~preparation~~Legal and regulatory risk: Selling unregistered securities can be a violation of ~~financial statements~~federal inand ~~conformity~~state ~~with~~securities ~~accounting~~laws. ~~principles~~Companies ~~generally~~that ~~accepted~~sell unregistered securities can face civil and criminal penalties, as well as injunctions or other court orders that could restrict or prohibit their ability to sell securities in the ~~United~~future. ~~States~~2. ~~requires~~Investor ~~our~~risk: ~~management~~Unregistered securities are typically sold to ~~make~~sophisticated ~~assumptions, estimates~~investors ~~and~~who ~~judgments~~are ~~that~~expected ~~affect~~to have the ~~amounts~~knowledge ~~reported,~~and ~~including~~experience ~~the~~to ~~notes~~assess ~~thereto,~~the risks and ~~related~~potential ~~disclosures~~rewards of ~~commitments~~the ~~and~~investment. ~~contingencies~~However, if ~~any.~~the Weinvestment ~~have~~fails ~~identified~~to ~~certain~~deliver ~~accounting~~the ~~policies~~expected ~~that~~returns, ~~are~~investors ~~significant~~may tosue the ~~preparation~~company offor ~~our~~fraud, misrepresentation, or other claims, which could result in significant financial ~~statements~~losses and damage to the company's reputation. ~~These~~3. ~~accounting policies~~Market ~~are~~risk: ~~important~~Selling ~~for~~unregistered ansecurities ~~understanding~~can oflimit ~~our~~a ~~financial~~company's ~~condition~~ability to access public markets, which can make it more difficult to raise capital in the future. The company may also face difficulties in attracting and ~~results~~retaining ofinvestors, ~~operations~~which can affect its valuation and liquidity. ~~Critical~~4. ~~accounting~~Disclosure ~~policies~~risk: ~~are~~Companies ~~those~~ that ~~are~~sell ~~most~~unregistered ~~important~~securities may not be subject to the ~~presentation~~same disclosure requirements as publicly traded companies. This lack of ~~our~~transparency ~~financial~~can ~~condition~~make it difficult for investors to assess the risks and ~~results~~benefits of ~~operations~~the investment, which could lead to lower investor confidence and ~~require~~reduced ~~management~~demand for the company's ~~subjective~~securities. ~~or complex~~5. ~~judgment~~Reputation risk: Selling unregistered securities can damage a company's reputation, ~~often~~particularly if investors suffer significant losses as a result of the ~~need~~investment. toThis could make ~~estimates~~it ~~about~~more difficult for the ~~effect~~company ofto ~~matters~~attract ~~that~~and ~~are~~retain ~~inherently~~customers, ~~uncertain~~suppliers, and other stakeholders. 6. Operational risk: Companies that sell unregistered securities may ~~change~~ be subject to increased regulatory scrutiny and oversight, which could divert resources and attention away from core business activities. This could lead to operational inefficiencies and higher costs, which could negatively impact the company's profitability. 7. Financial risk: Selling unregistered securities can increase a company's leverage and financial risk, particularly if the company uses the proceeds to fund operations or make acquisitions. This could increase the company's debt levels and interest expenses, which could reduce profitability and limit the company's ability to invest in ~~subsequent~~growth ~~periods~~opportunities. ~~Certain~~8. ~~accounting~~Liquidity ~~estimates~~risk: Unregistered securities are ~~particularly~~typically ~~sensitive~~less ~~because~~liquid ofthan ~~their~~publicly ~~significance~~traded securities, which can make it difficult for investors to ~~financial~~sell ~~statements~~their holdings and ~~because~~ offor the ~~possibility~~company ~~that~~to ~~future~~raise ~~events~~capital ~~affecting~~in the ~~estimate~~future. ~~may~~This ~~differ~~lack ~~significantly~~of ~~from~~liquidity ~~management~~could limit the company's ~~current~~ability ~~judgments~~to respond to changing market conditions or to pursue strategic opportunities.

·Other ~~Use~~information: Subsequent to the 7/31/2022 year end, all but 30 Series A-Bonds have been converted into common shares. As result, these sales of ~~estimates~~unregistered securities and the conversion thereof, the Company has issued 1,735,000 common shares, and may issue 6,000 additional shares if and when the remaining 30 Series A Bonds convert into common shares. In addition, there are 36 A-Warrants outstanding, which may be exercised into 360,000 additional shares for a payment of between $360,000 and $720,000 in the future.

The ~~preparation~~funds ofraised ~~financial~~by ~~statements~~the inCompany ~~conformity with~~were ~~generally~~used ~~accepted accounting principles requires management~~ to ~~make~~pay ~~estimates~~for ~~and~~acquisitions ~~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 amounts~~ ofto ~~revenues~~fund ~~and~~operating ~~expenses during the reporting period~~losses. ~~Actual results could differ from those estimates.~~

·Purchases ~~Revenue~~of ~~recognition~~Equity Securities by the Issuer and Affiliated Purchasers

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or servicesNone. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

·ITEM ~~Fair~~6. ~~value Measurements~~[RESERVED.]

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.12

~~The~~ITEM ~~fair~~7. ~~value~~MANAGEMENT’S ~~hierarchy~~DISCUSSION ~~consists~~AND ofANALYSIS ~~three~~OF ~~broad levels,~~FINANCIAL ~~which~~CONDITION ~~gives~~AND ~~the~~RESULTS ~~highest~~OF ~~priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3)~~OPERATIONS.

~~The~~This ~~three~~Management’s ~~levels~~Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited Consolidated Financial Statements and the ~~fair~~accompanying ~~value~~notes ~~hierarchy~~included ~~under~~in this 2022 Form 10-K. Unless differences among ~~ASC~~reportable ~~820~~segments are ~~described~~material ~~below:~~to an understanding of our business taken as a whole, we present the discussion in this MD&A on a consolidated basis. Terms not defined in this MD&A have the meanings ascribed to them in the Consolidated Financial Statements. All dollars are reported in thousands, except per share and per unit amounts.

	Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
	Level 2 -	Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	Level 3 -	Inputs that are both significant to the fair value measurement and unobservable.

Organization

11The Company was incorporated under the laws of the State of Nevada on April 26, 2007 under the name “Contact Minerals Corp.”, and later changed its name to Weconnect Tech International, Inc. In November, 2021 the Company filed Articles of Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.”

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.Overview

·The ~~Foreign~~Company ~~currencies~~considers ~~translation~~itself as a lifestyle company. The Company develops new open points, buys and operates BMW Motorcycle, Triumph Motorcycle and Ducati Motorcycle dealerships. It is the belief of the Company that these brands are not sold as practical transportation; instead, they are luxury items that buyers consume as part of a more extensive and exclusive lifestyle choice. The Company has acquired four dealerships and plans to acquire more existing dealerships and develop new “open point” dealerships.

~~Transactions~~The ~~denominated~~Company’s inbusiness ~~currencies~~office ~~other~~is ~~than~~located ~~the functional currency are translated into the functional currency~~ at ~~the~~3131 ~~exchange~~W ~~rates~~2210 ~~prevailing~~So, atSuite ~~the~~C ~~dates~~Salt ofLake ~~the~~City, ~~transaction. Monetary~~Utah ~~assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates~~84119. ~~The resulting exchange differences are recorded in the statement of operations.~~

~~The~~Motos’s ~~functional~~powersports ~~currency~~business ofprimarily ~~the Company is the~~offers ~~United~~motorcycles ~~States~~comprised ~~Dollars~~of ~~(“US$”)~~3 ~~and~~main ~~the~~brands: ~~accompanying~~BMW ~~financial~~motorcycles, ~~statements~~Triumph ~~have~~Motorcycles ~~been~~and ~~expressed~~Ducati ~~in US$~~motorcycles. InTo ~~addition,~~a ~~the~~much ~~subsidiary maintains~~lesser ~~its~~extent ~~books~~a ~~and~~few ~~record~~other brands inof ~~a local currency~~motorcycles, ~~Malaysian~~motor ~~Ringgit (“MYR” or “RM”)~~scooters, ~~which~~and isother ~~functional~~vehicles ~~currency as~~are ~~being~~offered ~~the~~at ~~primary~~select ~~currency of the economic environment in which the entity operates~~locations.

InKey ~~general,~~Operating ~~for~~Metrics consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of other comprehensive income. The Company has not to, the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

~~Translation~~We ofregularly ~~amounts~~review ~~from~~several Key Operating Metrics as pertains to our business across our dealership network. We budget for and benchmark to the ~~local~~revenue ~~currency~~profiles and gross profit margins of ~~the~~each ~~Company~~segment ~~into~~of ~~US$1~~our ~~has~~business. ~~been~~In ~~made~~aggregate, atthese business segments can be thought of in two broad categories: Sales and After Sales. Sales is typically considered to be inclusive of the ~~following~~sales ~~exchange~~of ~~rates~~new ~~for~~and used motorcycles in addition to the ~~respective~~Finance ~~years:~~and Insurance (F&I) products sold along with them. After Sales is typically considered to be inclusive of all Service and Parts.

	For the Years Ended July 31,
	2021		2020
Year-end MYR: US$1 exchange rate		4.2225		4.2657
Yearly average MYR: US$1 exchange rate		4.1205		4.2197

Revenue

·The ~~Recent~~Revenue ~~accounting~~of ~~pronouncements~~our business is synonymous with the sales generated.

InWithin ~~February 2016,~~ the ~~FASB~~Sales ~~issued~~and ~~ASU~~After ~~2016-02~~Sales categories, we ~~Leases~~have ~~(Topic 842).~~the ~~ASU~~four ~~2016-02~~income ~~requires~~streams ~~lessees~~discussed toabove. ~~recognize~~The ~~lease~~Sales ~~assets~~segment ~~and~~is ~~lease~~typically ~~liabilities~~viewed onin the ~~balance~~context ~~sheet~~of ~~and requires~~unit ~~expanded~~volume, ~~disclosures~~while ~~about~~After ~~leasing~~Sales ~~arrangements. ASU 2016-02~~ is viewed ~~effective~~as ~~for~~being ~~fiscal~~more ~~years~~independent ~~beginning~~of ~~after~~that ~~December~~volume. ~~15,~~Each ~~2018 and~~of ~~interim~~these ~~periods~~categories inhas ~~fiscal~~more ~~years~~granular ~~beginning~~components ~~after~~which ~~December 15,~~we ~~2018,~~monitor ~~with~~regularly. ~~early~~We discuss ~~adoption~~more ~~permitted.~~in ~~The~~depth ~~Company~~in ~~has~~the ~~adopted~~Gross ~~this accounting~~Profit ~~standard~~segment ~~update~~below.

OnGross June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.Profit

12The Gross Profit of our business is the sales generated for a given segment less the cost for those sales.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a material effect on its financial statements.13

The ~~Company~~Gross ~~has~~Profit ~~implemented~~profile ~~all~~for ~~new~~our ~~accounting~~dealerships can ~~pronouncements~~be ~~that~~thought ~~are~~of in ~~effect~~two broad categories: Sales and After Sales. ~~These~~In ~~pronouncements~~turn, ~~did~~each ~~not~~of ~~have~~these ~~any~~categories ~~material~~has ~~impact~~their onown sub-components that we budget for and track independently. For sales, the ~~financial~~components ~~statements~~are ~~unless~~new ~~otherwise disclosed~~front-end gross, used front-end gross, and F&I gross. The front-end gross on a motorcycle is the ~~Company~~difference ~~does~~between ~~not~~the ~~believe~~retail ~~that~~price ~~there~~to the customer and the invoice cost to the dealership. All of these sales components are ~~any~~viewed ~~other~~in conjunction with new ~~accounting~~and ~~pronouncements~~used ~~that~~unit ~~have~~volume. ~~been~~For ~~issued~~After ~~that~~Sales, ~~might~~the ~~have~~components are labor gross, and PAA gross. aBoth ~~material~~of ~~impact~~these onmetrics ~~its~~are ~~financial~~considered ~~position~~to orbe ~~results~~somewhat independent of ~~operations~~the sales process and are therefore tracked separately.

~~ITEM~~Unit ~~7A. Quantitative and Qualitative Disclosures About Market Risk.~~Count

WeAs ~~are~~mentioned, athe ~~smaller~~Sales ~~reporting~~category is highly correlated ~~company~~with asunit ~~defined~~volume. byWe ~~Rule~~view ~~12b-2~~many metrics as a ratio of ~~the~~unit ~~Securities~~count ~~Exchange~~as ~~Act~~detailed ofbelow. ~~1934~~Additionally ~~and~~it ~~are~~is ~~not~~often ~~required~~useful to ~~provide~~view ~~the~~unit ~~information~~count in ~~under~~conjunction ~~this~~with ~~item~~other metrics such as OEM unit count, new and used unit count, etc.

~~ITEM~~Gross ~~8. Financial Statements~~Profit ~~and~~per ~~Supplementary Data.~~Unit

~~WECONNECT~~As ~~TECH INTERNATIONAL~~mentioned, we believe the sales category is best suited to tracking ~~INC~~in conjunction with unit volume since the two are inherently tied. This Sales Gross Profit per unit encompasses both the front-end gross profit of selling a unit along with the finance and insurance gross along with that unit. Both are part of the Sales category. After Sales is viewed and tracked somewhat independently and not on a per unit basis. Although we do monitor our PAA Gross Profit per new unit retailed as a key metric, it is a subcomponent of the overall PAA Gross Profit profile.

~~Table~~Results of ~~Contents~~Operations

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of July 31, 2020 and 2019	F-2
Consolidated Statements of Operations for the years ended July 31, 2020 and 2019	F-3
Consolidated Statements of Shareholders’ Equity for the years ended July 31, 2020 and 2019	F-4
Consolidated Statements of Cash Flows for years ended July 31, 2020 and 2019	F-5
Notes to the Consolidated Financial Statements	F-6 - F-13

For the year ended July 31, 2021, the Company was a shell status. In September 2021, our former sole executive officer and director, Shiong Han Wee (collectively, the “Seller”), and our current chief executive officer, Vance Harrison (the “Buyer”) entered into a Sale and Purchase Agreement. The Company commenced new business. The Company develops new open points, buys and operates BMW Motorcycle, Triumph Motorcycle and Ducati Motorcycle dealerships. It is the belief of the Company that these brands are not sold as practical transportation; instead, they are luxury items that buyers consume as part of a more extensive and exclusive lifestyle choice. The Company has acquired four dealerships and plans to acquire more existing dealerships and develop new “open point” dealerships.

13Our results for operations for the year ended July 31, 2022 and 2021 are summarized below:

~~Report~~Motos ofTotal ~~Independent~~Company ~~Registered Public Accounting Firm~~Metrics

To the shareholders and the board of directors of WeConnect Tech International, Inc.

	Year Ended
	July 31,
	2022		2021
Revenues:
Vehicle sales-new	$	11,428,282	$	–
Vehicle sales -used		3,444,212		–
Parts, service and accessories		4,387,262		–
Finance and insurance		918,477		–
Total revenues		20,178,233		–
Gross Profit :
Vehicle sales-new		1,211,996		–
Vehicle sales-used		563,848		–
Parts, service and accessories		1,775,635		–
Finance and insurance		835,503		–
Total Gross Profit		4,386,982		–
Operating expenses		6,540,985		–
Operating loss		2,154,003		–
Other income		42,485		–
Net loss	$	2,111,518	$	–

~~Opinion on the Financial Statements~~ 14

We have audited the accompanying balance sheets of WeConnect Tech International Inc (the "Company") as of July 31, 2021, the related consolidated statements of operations, changes in shareholders' equity and cash flows, for each of the two years in the period ended July 31, 2021, and the related notes collectively referred to as the "financial statements

	Year Ended
	July 31,
	2022		2021
Vehicles Sold:
New		576		–
Used		282		–
Total vehicles sold		858		–

Revenue per Unit Sold:
Vehicles -new	$	19,841	$	–
Vehicles -used	$	12,214	$	–

Gross Profit per Unit:
Vehicles -new	$	2,104	$	–
Vehicles -used	$	1,999	$	–

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021, and the results of its operations and its cash flows for the year ended July 31, 2021, in conformity with U.S. generally accepted accounting principles.Revenue

~~Going~~During ~~Concern~~the year ended July 31, 2022, the total vehicles revenue was $14,872,494 ($11,428,282 new vehicles and $3,444,212 used vehicles). On a unit basis, the Company sold 576 new and 282 used vehicles. During the year ended July 31, 2022, the Company earned $4,387,262 for sales of parts, services and accessories and $918,477 for financing and insurance.

~~The~~Gross accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 5 to the financial statement, the Company has continuously incurred a net operating loss of $28,722 for the year ended July 31, 2021, and an accumulated deficit of $7,667,225 at July 31, 2021. The continuation of the Company as a going concern through July 31, 2021, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.Profit

~~These~~During ~~factors~~the ~~raise~~year ~~substantial~~ended ~~doubt~~July ~~about~~31, 2022, the total ~~company~~gross ~~ability~~profit tofor ~~continue~~new asand aused ~~going~~vehicles ~~concern~~were $1,211,996 and $563,848, respectively. ~~These~~The ~~financial~~gross ~~statements~~profit doper ~~not~~unit ~~include~~for ~~any~~sold ~~adjustments~~vehicles ~~that~~was ~~might~~2,104 and ~~result~~1,999 ~~from~~for new and used, respectively. During the ~~outcome of~~year ended July 31, 2022, the ~~uncertainty~~total gross profit of parts, service and accessories was $1,775,635 and for financing and insurance was $835,503.

~~Basis~~Other ~~for~~Income ~~Opinion~~

~~These~~For ~~financial statements are~~ the ~~responsibility of~~year ~~the~~ended ~~Company's~~July ~~management.~~31, ~~Our~~2022, ~~responsibility is to express an opinion on~~ the ~~Company's~~other ~~financial statements based on our audits. We~~income ~~are~~consisted a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement$498,935 ~~whether~~income ~~due~~mostly tofrom ~~error~~manufacturer orincentives ~~fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,~~ and ~~performing procedures that respond to those risks. Such procedures included examining~~rebates, onreduced ~~a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made~~ by ~~management,~~interest asexpenses ~~well as evaluating the overall presentation~~ of ~~the financial statements. We believe that our audits provide a reasonable basis for our opinion. . The company is not required to have~~$280,628 ~~nor~~and ~~were~~other wemiscellaneous ~~engaged~~expenses ~~to perform, an audit~~ of ~~its internal control over financial reporting. As part of our audits~~$175, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting822. ~~Accordingly, we express no such opinion~~

~~Critical~~Operating ~~Audit~~Expenses ~~Matters~~

~~Critical~~For ~~audit~~the ~~matters~~year ~~communicated~~ended ~~below~~July ~~are matters~~31, ~~arising~~2022, ~~from~~ the ~~current~~operating expenses ~~period~~consisted ~~audit~~ of ~~the~~$2,885,534 ~~financial~~selling, ~~statements~~general ~~that were communicated or required to be communicated to the audit committee~~ and ~~that:~~administrative ~~(1)~~expenses, ~~relate~~$813,810 toprofessional ~~accounts~~fees ~~or disclosures that are material to the financial statements~~ and ($2~~) involved our especially challenging~~, ~~subjective~~841,641 orpayroll ~~complex judgments~~expenses. ~~We determined that there are no critical audit matter.~~

~~OLAYINKA~~Selling ~~OYEBOLA~~and &General ~~CO.~~Administrative Expense

~~(Chartered~~Selling ~~Accountants)~~and general administrative expenses include costs and expenses for advertising and marketing, development and operating our product procurement and distribution system managing and logistics system and other overhead expenses. Selling and general administrative expenses will continue to increase in future periods as we execute and aggressively expand our business through increased marketing spending and the addition of management and support personnel to ensure we adequately develop and maintain operational, financial and management controls as well as our reporting systems and procedures, but we anticipate they will decline as a percentage of sales revenue. Selling and general administrative expenses consisted of $317,048 advertising and marketing, $27,608 warranty and customer goodwill, $407,613 sales and F&I compensation, $320,998 outsider services to customers, $698,463 rent expenses, $105,861 depreciation, $216,641 insurance, $184,516 travel and entertainment and $606,786 other general administrative expenses.

~~We have served as the Company's auditor since April 2021.~~15

~~October~~Depreciation ~~25th~~expenses of $105,861 ~~2021~~was for the Company’s vehicles, furniture, fixture and equipment and were amortized during useful life of 5-7 years.

~~Lagos~~Professional ~~Nigeria~~Fees

~~F-1~~For the year ended July 31, 2022, the professional fess of $813,810 consisted of $73,727 accounting, $157,155 legal and $582,928 consulting and other professional fees. For a significant portion of the year ended in July of 2021, the Company employed minimal staff and relied upon Wilson Hand Pty for many of its day to day business operational activities. In August of 2022, the Company severed its relationship with Wilson Hand, and replaced their services entirely with Company staff personnel.

~~WECONNECT~~Payroll ~~TECH~~Expenses ~~INTERNATIONAL, INC.~~

~~CONSOLIDATED~~For ~~BALANCE~~the ~~SHEETS~~year ended July 31, 2022, the payroll expenses of $2,841,641 was related to management and employee for wages, compensation, benefits and stock option expenses ($63,522).

	July 31, 2021			July 31, 2020
ASSETS
Current Assets:
Cash	$	542		$	544
Total Current Assets		542			544
Property and Equipment, net		–			–
Total Assets	$	542		$	544
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	85,956		$	83,458
Other Payable and Accrued Liabilities		967,189			933,410
Amount due to Related Party		1,248,070			1,236,274
Current tax liabilities		21,199			21,194
Total Current Liabilities		2,322,414			2,274,336
Deferred tax		9,236			9,143
Total Liabilities		2,331,650			2,283,479
Shareholders’ Equity:
Common Stock 593,610,070 shares issued and outstanding as of July 31, 2020 and 2019 respectively		593,610			593,610
Additional paid-up share capital		4,958,781			4,958,781
Accumulated loss		(7,667,225	)		(7,638,503	)
Other comprehensive loss		(216,274	)		(196,823	)
Total Owners’ Equity		(2,331,108	)		(2,282,935	)
Total Liabilities and Owners ‘Equity	$	542		$	544

Liquidity and Capital Resources

~~The~~Our ~~accompanying notes~~primary sources of liquidity are anavailable cash, ~~integral~~amounts ~~part~~available under our floor plan lines of ~~these~~credit, ~~consolidated~~and ~~financial~~monetization ~~statements~~of our retail loan portfolio. During the year ended July 31, 2022, we completed a a private equity offering that provided net proceeds of $1,487,000 and we obtained $2,583,818 in borrowings from vehicle Floor Plan notes payable, $3,485,000 proceeds from convertible notes and $50,000 proceeds from exercise of warrants.

FOur consolidated financial statements reflect estimates and assumptions made by management that affect the carrying values of the Company’s assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. We will continue to evaluate the nature and extent of the impact to our business and our results of operations and financial condition as conditions evolve as a result of the COVID-219 pandemic and the resulting Demand/Supply Imbalances.

~~WECONNECT~~The ~~TECH~~Company's ~~INTERNATIONAL~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern, ~~INC~~which assumes the continuity of operations, the realization of assets and the satisfaction of liabilities as they come due in the normal course of business. Management believes that current working capital, results of operations, and existing financing arrangements are sufficient to fund operations for at least one year from the financial statement date.

~~CONSOLIDATED~~We ~~STATEMENTS~~had OFthe ~~OPERATIONS~~following liquidity resources available as of July 31, 2022 and 2021:

	For the Years Ended July 31,
	2021			2020
Revenue	$	–		$	65,690
Cost of Revenue		–			–
Gross Margin		–			65,690
Other Income / (Expense)		(1,523	)		10,794
General and Administrative Expense		(27,199	)		(1,179,650	)
Loss before tax		(28,722	)		(1,103,166	)
Taxation		–			–
Net Loss		(28,722	)		(1,103,166	)
Other Comprehensive Loss:
Translation adjustment		19,451			38,546
		(48,173	)		(1,064,620	)
Comprehensive Loss	$	(48,173	)	$	(1,064,620	)
Income per share	$	0.00		$	0.00
Weighted average shares outstanding		593,610,070			593,610,070

Working capital (deficiency)

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

	July 31, 2022			July 31, 2021
Current Assets	$	5,583,337		$	542
Current Liabilities	$	7,394,747		$	2,322,414
Working Capital Deficiency	$	(1,811,410	)	$	(2,321,872	)

~~F-3~~16

~~WECONNECT~~Committed ~~TECH~~liquidity ~~INTERNATIONAL,~~resources ~~INC.~~available

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

	Year Ended
	July 31,
	2022
Cash	$	1,088,837
Committed liquidity resources available	$	–

~~July~~As of July 31, 2022, the outstanding principal ~~2021~~amount of indebtedness was $6,144,273, ~~and~~summarized ~~2020~~in the table below:

	Common Stock				Additional Paid in		Other Comprehensive			Retained
	Year Ended
	Shares		Amount		Capital		Loss			Earnings			Total
	July 31,
Balance, August 1, 2019		593,610,070	$	593,610	$	4,958,781	$	(235,369	)	$	(6,535,337	)	$	(1,218,315	)
	2022
Net Loss for the year		–		–		–		–			(1,103,166	)		(1,103,166	)
Asset-Based Financing:
Translation Adjustment		–		–		–		38,546			–			38,546
Vehicle floor plan notes payable	$	2,686,379
Balance, July 31, 2020		593,610,070		593,610		4,958,781		(196,823	)		(7,638,503	)		(2,282,935	)
Total asset-based financing		2,686,379
Net loss for the year		–		–		–		–			(28,722	)		(28,722	)
Convertible notes payable, net of discount		3,223,309
Translation Adjustment		–		–		–		(19,451	)		–			(19,451	)
Working capital loan		337,146
Balance, July 31, 2021		593,610,070	$	593,610	$	4,958,781	$	(216,274	)	$	(7,667,225	)	$	(2,331,108	)
Total debt	$	6,144,273

The ~~accompanying notes~~following ~~are~~table ansets ~~integral~~forth ~~part~~a summary of ~~these~~our cash ~~consolidated financial statements.~~flows:

F-4

	Year Ended
	July 31,
	2022			2021
Cash Flows provide by (used in) Operating Activities	$	(1,767,497	)	$	19,449
Cash Flows used in Investing Activities		(2,937,320	)		–
Cash Flows provided by Financing Activities		5,793,112			–
Effects on changes in foreign exchange rate		–			(19,451	)
Net Change in Cash During Period	$	1,088,295		$	(2	)

~~WECONNECT~~Operating ~~TECH INTERNATIONAL, INC.~~ Activities

~~CONSOLIDATED~~Our ~~STATEMENTS~~primary OFsources ~~CASH~~of ~~FLOWS~~operating cash flows result from the sales of new and used vehicles and ancillary products. Our primary uses of cash from operating activities are purchases of inventory, parts and merchandise, cash used to acquire customers, technology development, and personnel-related expenses. For the year ended July 31, 2022, net cash used in operating activities was $1,767,497, related to our net loss of $2,111,518, reduced by a $105,86; stock-based compensation of $63,522, amortization of debt discount of $29,857, amortization of right-of-use assets of $347,156, impairment of inventories o $349,870 increased by an increase in inventory of $1,697,003, accounts receivable of $197,554, lease liabilities of $322,675 and reduced by a change in accounts payable of $407,390, accrued liabilities and other liabilities of $270,167 and borrowings from vehicle floor plan notes payable of $1,033,744.

	For the Years Ended July 31,
	2021			2020
Cash Flows from Operating Activities:
Net Loss	$	(28,722	)	$	(1,103,166	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		–			16,687
Impairment of deposit		–			–
Inventory written off		–			–
Plant & Equipment written off		–			68,247
Gain on Disposal of Asset		–			(26	)
Foreign translation reserve		(19,451	)		7,092
Operation loss		(48,173	)		(1,011,166	)
Changes in operating assets and liabilities
Account receivables		–			11,696
Other receivables, deposit, and prepayments		–			52,869
Amount due to directors		–			–
Due to related party		11,796			200,110
Account payable		2,498			9,258
Other payables and accrued liabilities		33,877			734,308
Net cash provided by operations		(2	)		(2,925	)
Cash Flows from Investing Activities:
Purchase of property and equipment
Proceed from disposal of property and equipment		–			126
Funds placed in escrow		–			–
Net cash used in investing activities		–			126
Cash Flows from Financing Activities:
Proceeds from issuance of share capital		–			–
Payment on loan payable		–			–
Net cash provided by financing activities		–			–
Foreign currency translation adjustment		–			–
Net increase (decrease) in cash		(2	)		(2,799	)
Cash at Beginning of Year		544			3,343
Cash at End of Year	$	542		$	544
Supplemental Disclosure of non-cash activity:
Interest paid	$	–		$	–
Taxes paid	$	–		$	–

For the year ended July 31, 2021, net cash provided by operating activities was $1,767,497, related to our net loss of $2,111,518, reduced by accounts receivable of $2,498, accrued liabilities and other liabilities of $33,877 and due to related party of $11,796.

~~The accompanying notes are an integral part of these consolidated financial statements.~~17

~~F-5~~Investing Activities

~~WECONNECT~~Our ~~TECH~~primary ~~INTERNATIONAL~~use of cash for investing activities was for purchase of property and equipment and acquisitions to expand our operations. Cash used in investing activities for the year ended July 31, ~~INC~~2022 was $2,937,320 related to acquisition of dealerships of $2,784,073 and additional purchase of property and equipment of $153,247.

~~NOTES~~For the year ended July 31, 2021, the Company TOhad ~~CONSOLIDATED~~no ~~FINANCIAL~~investing ~~STATEMENTS~~activities.

~~JULY~~Financing ~~31, 2021~~Activities

~~NOTE~~Cash 1flows from financing activities primarily relate to our short and long-term ~~ORGANIZATION~~debt ~~AND~~activity and proceeds from equity issuances which have been used to provide working capital and ~~BASIS~~for OFgeneral ~~PRESENTATION~~corporate purposes, including paying down our short-term revolving facilities. Cash provided by financing activities for the year ended July 2022 was $5,793,112 related to proceeds of $1,487,000 from private placement, $50,000 from exercise of warrant, $3,485,000 from convertible notes, proceeds from related party and contribution to dealerships of $506,402 and repaid $1,029,896 to related party and $62,854 for working capital loan..

~~WECONNECT~~For ~~Tech International Inc. was incorporated under~~ the ~~laws~~year ofended ~~the State of Nevada on April 25~~July 31, ~~2007. For purposes of financial statements presentation~~2021, ~~WECONNECT Tech International Inc. and its subsidiary are herein referred to as “~~the Company” had orno ~~“We”~~financing activities.

~~Our~~Off-Balance ~~business~~Sheet ~~office was located at 25, Jalan Puteri 7/15, Bandar Puteri, 47100 Puchong, Selangor, Malaysia.~~Arrangements

OnAs ~~June~~of 8July 31, ~~2018~~2022, we ~~acquired~~did ~~approximately~~not ~~99.662%~~have any ~~equity~~off-balance ~~interest~~sheet ofarrangements ~~MIG~~that ~~Mobile~~have ~~Tech~~or ~~Bhd,~~are areasonably ~~public~~likely ~~limited~~to ~~company~~have ~~incorporated~~a incurrent ~~Malaysia.~~or ~~MIG~~future ~~Mobile~~effect ~~Tech~~on ~~Bhd~~our isfinancial ~~mainly engaged in e-commerce~~condition, ~~online~~ ~~to offline marketplace and payment eco-system. This transaction was accounted for as a transaction among entities under common~~changes ~~control~~in ~~and~~financial ~~the assets~~condition, ~~liabilities,~~revenue ~~revenues,~~or ~~and~~ expenses ~~of MIG Mobile Tech Bhd were carried over to and combined with the Company at historical cost~~, ~~and~~results ~~as if the transfer occurred at the beginning~~ of ~~the~~operations, ~~period.~~liquidity, Wecapital ~~have~~expenditures ~~conducted~~or ~~our~~material ~~business~~capital ~~through MIG Mobile Tech Bhd since then~~resources.

~~Details~~Critical ofAccounting ~~the~~Policies ~~Company’s~~and ~~subsidiary:~~Estimates

No		Company Name		Place and date of Incorporation		Particulars of issued capital		Principal activities
1		MIG Mobile Tech Bhd		Malaysia Oct 1, 2015		50,000,000 ordinary shares		E-commerce, online to offline Marketplace and payment eco-system

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles ("GAAP"). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.

~~NOTE 2~~ITEM -7A. ~~SUMMARY~~QUANTITATIVE OFAND ~~SIGNIFICANT~~QUALITATIVE ~~ACCOUNTING~~DISCLOSURES ~~POLICIES~~ABOUT MARKET RISK.

~~Basis~~This ofitem ~~presentation~~in not applicable as we are currently considered a smaller reporting company.

~~The~~ITEM ~~Company’s~~8. ~~consolidated~~FINANCIAL ~~financial~~STATEMENTS ~~statements have~~AND ~~been~~SUPPLEMENTARY ~~prepared in accordance with accounting principles generally accepted in the United States of America (“U~~DATA.~~S. GAAP”).~~

~~Use~~Reference is made to Pages F-1 through F-7 following Item 15, which comprise a portion of ~~estimates~~this 2022 Form 10-K.

~~The~~ITEM ~~preparation~~9. ofCHANGES ~~financial~~IN ~~statements~~AND inDISAGREEMENTS ~~conformity with~~WITH ~~generally~~ACCOUNTANTS ~~accepted~~ON ~~accounting~~ACCOUNTING ~~principles~~AND ~~requires~~FINANCIAL 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 amounts of revenues and expenses during the reporting periodDISCLOSURE. ~~Actual results could differ from those estimates.~~

~~Concentrations of Credit Risk~~None.

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.18

~~Cash~~ITEM ~~equivalents~~9A. CONTROLS AND PROCEDURES.

~~The~~Evaluation ~~Company considers all highly liquid investments with a maturity~~ of ~~three~~Disclosure ~~months~~Controls orand ~~less when purchased to be cash equivalents. There were no cash equivalents for the years ended July 31, 2020 or 2019.~~Procedures

FUnder the supervision and with the participation of our senior management, including our Chief Executive and Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-615(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based on this evaluation, our Chief Executive and Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Inventories~~Management’s Annual Report on Internal Control Over Financial Reporting

~~Inventories~~Our ~~are~~management ~~valued~~is atresponsible ~~the~~for ~~lower~~establishing and ofmaintaining ~~cost~~adequate ~~or net~~internal ~~realizable~~control ~~value~~over financial reporting. InOur ~~general~~internal ~~cost~~control over financial reporting is ~~determined~~a byprocess ~~applying~~designed to ~~either~~provide reasonable assurance regarding the ~~first~~reliability of financial reporting and the preparation of financial statements for external purposes in ~~first~~accordance ~~out~~with ~~(FIFO)~~accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or ~~percentages~~detect ~~mark-up~~misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. With the ~~selling~~participation of our Chief Executive and Financial Officer, ~~price~~our ~~valuations~~management ~~for~~conducted an evaluation of the ~~inventory~~effectiveness ~~item.~~of ~~Net~~our ~~realizable~~internal ~~value~~control isover financial reporting as of July 31, 2022, based on the ~~estimated~~criteria ~~selling~~set ~~price~~forth inby the ~~ordinary~~Committee ~~course~~of Sponsoring Organizations of ~~business,~~the ~~less~~Treadway Commission (“COSO”) 2013 Framework ~~selling~~in ~~expenses.~~Internal ~~Allowances~~Control is– ~~made~~Integrated ~~for~~Framework. ~~obsolete~~Based upon such evaluation, ~~slow~~our ~~moving~~management ~~and~~concluded ~~defective~~that ~~inventories.~~we ~~All~~did not maintain effective internal control over financial reporting as of December 31, 2022, based on the ~~Company’s~~COSO ~~inventories~~framework ~~consists~~criteria, because it identified the following ofmaterial ~~merchandise~~weakness ~~held~~and ~~for~~significant ~~sale.~~deficiencies:

~~Net~~A ~~income~~material ~~(loss)~~weakness ~~per~~is ~~common~~a ~~share~~deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

~~Net~~We ~~income~~expect ~~(loss)~~to ~~per~~be ~~common~~materially ~~share~~dependent isupon ~~computed~~third ~~pursuant~~parties to ~~section~~provide ~~260-10-45~~us ofwith ~~the~~accounting ~~FASB~~consulting ~~Accounting~~services ~~Standards~~for ~~Codification. Basic~~the ~~net~~foreseeable ~~income~~future ~~(loss)~~which ~~per~~we ~~common~~believe ~~share~~mitigates ~~is computed by dividing net income (loss) by~~ the ~~weighted~~impact ~~average number~~ of ~~shares~~the ofmaterial weaknesses ~~common~~discussed ~~stock outstanding during the period~~above. ~~Diluted~~Until ~~net~~such ~~income (loss)~~time ~~per~~as ~~common~~we ~~share~~have isa ~~computed~~chief byfinancial ~~dividing~~officer ~~net~~with ~~income (loss) by~~ the ~~weighted~~requisite ~~average~~expertise ~~number~~in ofU.S. ~~shares~~GAAP ~~of common stock~~ and ~~potentially~~establish ~~outstanding~~an ~~shares~~audit ofcommittee ~~common~~and ~~stock~~implement ~~during~~internal ~~the~~controls ~~period. The~~and ~~weighted~~procedures, ~~average~~there ~~number~~are ofno ~~common~~assurances ~~shares~~that ~~outstanding~~the ~~and~~material ~~potentially~~weaknesses ~~outstanding~~and significant ~~common~~deficiencies ~~shares~~in ~~assumes~~our ~~that~~disclosure ~~the~~controls ~~Company~~and ~~incorporated~~procedures aswill ofnot ~~the~~result ~~beginning~~in oferrors ~~the~~in ~~first~~our ~~period~~financial ~~presented.~~statements ~~There~~which ~~are~~could nolead ~~potentially~~to ~~dilutive shares~~a restatement of ~~common~~those ~~stock~~financial statements.

~~Revenue~~This ~~recognition~~Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

~~Revenue~~Changes ~~is recognized when a customer obtains control of promised goods or services and is recognized~~ in anInternal ~~amount~~Control ~~that~~Over ~~reflects the consideration that an entity expects to receive~~Financial in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.Reporting

~~Comprehensive~~There ~~Income~~were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.19

~~Accounts~~Inherent ~~receivable~~Limitations in the Effectiveness of Controls

~~Accounts~~Management ~~receivable~~recognizes that a control system, ~~which~~no matter ~~generally~~how ~~have~~well ~~thirty-day~~designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system ~~terms~~are met. Further, the design of a control system must reflect the fact that there are ~~recognized~~resource constraints, and ~~carried~~that atmanagement ~~original~~is ~~invoice~~required to ~~amount~~apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, ~~less~~no anevaluation ~~allowance~~of ~~for~~controls ~~uncollectible~~can ~~amounts~~provide absolute assurance that all control issues and instances of fraud or error, if ~~applicable~~any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~The~~ITEM ~~Company maintains an allowance for doubtful accounts at a level considered adequate to provide for potential uncollectible receivables~~9B. OTHER ~~The level of this allowance is evaluated by management based on collection experience and other factors affecting the accounts such as customer relationship and market factors~~INFORMATION.

~~Taxes~~None.

~~Potential~~ITEM ~~benefits of income tax losses are not recognized in the accounts until realization is more likely than not~~9C. ~~The~~DISCLOSURE ~~Company~~REGARDING ~~computes~~FOREIGN ~~tax~~JURISDICTIONS ~~asset~~THAT ~~benefits~~PREVENT ~~for net operating losses carried forward~~INSPECTIONS. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year.

~~The~~Not ~~company conducts major businesses in Malaysia and is subject to tax in their own jurisdiction~~applicable. ~~As a result of its business activities, the company will file separate tax returns that are subject to examination by the foreign tax authorities.~~

~~F-7~~20

~~Fair Value~~PART ~~Measurements~~III

~~Fair~~ITEM ~~value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date~~10. ~~Fair~~ ~~value is estimated by applying the following hierarchy~~DIRECTORS, ~~which~~EXECUTIVE ~~prioritize~~OFFICERS ~~the~~AND ~~inputs~~CORPORATE ~~used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement~~GOVERNANCE.

~~The~~Our ~~fair value~~directors ~~hierarchy~~and ~~consists~~executive officers ofand ~~three~~their ~~broad~~ages ~~levels,~~at ~~which gives~~ the ~~highest~~date ~~priority~~of tothis ~~unadjusted~~filing ~~quoted~~are ~~prices~~listed in ~~active markets for identical assets or liabilities (Level 1) and~~ the ~~lowest~~following ~~priority to unobservable inputs (Level 3).~~ table:

The three levels of the fair value hierarchy under ASC 820 are described below:

Name	Age	Position Held with the Company
Vance Harrison	48	Chief Executive Officer, Director
Kristian Odwarka	61	President
Terina Liddiard	53	Chief Financial Officer, Secretary/Treasurer, Director
Brandon Howard	53	Chief Operations Officer
Dale Darling	65	Chief Marketing Officer
Chris Bronstorp	45	Director of Dealership Operations
Taylor Brody	32	Director
Jennifer Danielson	55	Director
Brent L. Brown	62	Director

~~Level~~Family ~~1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~Relationships

~~Level~~There ~~2 -~~are ~~Inputs,~~no ~~other~~family ~~than~~relationships ~~quoted~~among ~~prices~~the ~~included~~officers and ~~within~~directors, ~~Level~~nor ~~1 that~~ are ~~observable~~there ~~for~~any ~~the~~arrangements ~~asset~~ or ~~liability,~~understanding ~~either~~between ~~directly~~any orof ~~indirectly, including~~the ~~quoted~~directors ~~prices~~or ~~for~~officers ~~similar~~of ~~assets~~our Company or ~~liabilities~~any inother ~~active~~person pursuant ~~markets;~~to ~~quoted~~which ~~prices~~any ~~for~~officer ~~identical~~ or ~~similar~~director ~~assets~~was or ~~liabilities in~~is ~~markets~~to ~~that~~be ~~are~~selected ~~not~~as ~~active;~~an ~~inputs~~officer ~~other~~or ~~than~~director, ~~quoted~~with ~~prices~~the ~~that~~exception ~~are~~of ~~observable for~~ the ~~asset~~relationship orbetween Vance ~~liability~~Harrison, ~~(e.g. interest rates);~~ and ~~inputs~~Taylor ~~that~~Brody. ~~are~~Mr. ~~derived~~Brody ~~principally~~is ~~from~~the ornephew ~~corroborated~~of byMr. ~~observable market data by correlation or other means~~Harrison.

~~Level~~Involvement ~~3 -~~in ~~Inputs~~Certain ~~that~~Legal ~~are both significant to the fair value measurement and unobservable.~~Proceedings

~~The~~Since ~~Company’s~~our inception, none of our officers, directors, ~~cash~~promoters ~~and~~or ~~cash~~control ~~equivalents~~persons ~~and~~have ~~short-term~~been ~~investments~~involved ~~are~~in ~~classified~~any ~~within~~legal ~~Level~~proceedings 1as described in Item 401(f) of ~~the~~Regulation ~~fair~~S-K.Terina ~~value~~Liddiard, Director ~~hierarchy~~and ~~because~~CFO, ~~they~~filed ~~are~~for ~~valued~~Chapter 7 bankruptcy on December 3, 1996 (Case no. 2:96bk28551) in the U.S. Bankruptcy Court for Utah. This ~~using~~bankruptcy ~~quoted~~was ~~market~~discharged ~~prices~~on March 13, 1997. ~~The~~ ~~carrying~~Ms. ~~amounts~~Liddiard ofhad ~~accounts~~a ~~payable~~$1,755 ~~advances~~state ~~payable~~tax lien filed against her on July 22, 2019 (File No. 196918519) and ~~short-term~~a ~~loans~~$1,797 ~~approximate~~state ~~their~~tax ~~fair~~lien filed against her on August 20, 2018 (File No. 186922053) in the Salt Lake District Court in Utah. There is ~~value~~nothing ~~due~~on Lexis to ~~short~~indicate ~~term~~that ~~maturities~~these liens have been released or satisfied.

~~Recently~~Dale ~~issued~~Darling, ~~accounting~~CMO ~~pronouncements~~had notice of trustee’s sales filed against a property in July 2013 and April 2013, and notices of default filed against a property in January 2013 and November 2012.

InChristopher ~~February 2016~~Bronstorp, ~~the FASB issued ASU 2016-02,~~DDO ~~Leases~~filed ~~(Topic 842).~~for ~~ASU~~Chapter ~~2016-02~~7 ~~requires~~bankruptcy ~~lessees~~on toDecember ~~recognize~~26, ~~lease~~2018 ~~assets~~(Case ~~and~~No. ~~lease~~1:18bk13204) ~~liabilities~~in on the ~~balance sheet and requires expanded disclosures about leasing arrangements~~U.S. ~~ASU~~Bankruptcy ~~2016-02~~Court ~~is effective~~ for ~~fiscal~~New ~~years~~Mexico. ~~beginning~~This ~~after December 15, 2018~~bankruptcy ~~and~~was ~~interim~~discharged ~~periods~~on inApril ~~fiscal years beginning after December 15~~1, ~~2018, with early adoption permitted~~2019. ~~The Company has adopted this accounting standard update.~~

OnBrent ~~June~~L. 20Brown, ~~2018~~Director, had ~~the~~a ~~Financial~~$2,042 ~~Accounting~~state ~~Standards Board~~tax ~~(FASB)~~lien ~~issued~~filed ~~Accounting~~against ~~Standards~~him ~~Update~~on ~~(ASU)~~December ~~2018-07~~19, ~~Compensation—Stock~~ ~~Compensation~~2022 (~~Topic~~File ~~718): Improvements to Nonemployee Share-Based Payment Accounting~~No. ~~ASU~~226412148) ~~2018-07~~in isthe ~~intended~~Provo toCounty ~~reduce~~District ~~cost~~Court ~~and~~in ~~complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc~~Utah.). ~~Under the new standard,~~There ~~companies~~is ~~will~~nothing noon ~~longer~~Lexis ~~be required~~ to ~~value~~indicate ~~non-employee awards differently from employee awards. Meaning~~ that ~~companies~~this ~~will~~lien ~~value all~~has ~~equity~~been ~~classified~~released ~~awards~~or atsatisfied. ~~their~~Mr. ~~grant-date~~Brown ~~under~~had ~~ASC718~~a ~~and~~notice ~~forgo~~of ~~revaluing~~trustee’s ~~the~~sale ~~award~~filed ~~after this date. The guidance is effective~~against ~~for~~a ~~interim~~property ~~and~~on ~~annual~~February ~~periods beginning after December 15~~14, ~~2018~~2014.

InBrent ~~November~~Brown ~~2019~~was also listed as a defendant in several premises liability, ~~the~~personal ~~FASB~~injury, ~~issued~~employment, ~~ASU~~and ~~2019-10~~contract cases filed against Brent Brown Enterprises LLC, ~~Financial~~Brent ~~Instruments—Credit~~Brown ~~Losses~~Chevrolet ~~(Topic 326)~~Buick, ~~Derivative~~Brent ~~and~~Brown ~~Hedging~~Ford ~~(Topic~~Lincoln, ~~815~~Brent Brown Automotive Group, and ~~Leases~~Brent ~~(Topic~~Brown ~~841)~~Toyota. ~~This~~The ~~new~~majority ~~guidance~~of ~~will~~these cases bewere ~~effective~~dismissed. ~~for~~Brent ~~annual~~Brown ~~reporting~~Automotive ~~periods~~was ~~beginning~~a ~~after~~garnishee ~~December~~defendant ~~15,~~in ~~2019~~a contract case filed against multiple companies, ~~including~~MFG ~~interim~~Financial Inc. ~~periods~~v. ~~within~~Brandy ~~those~~L. ~~annual~~Hibbits ~~reporting~~(Case ~~periods~~No. ~~While~~ ~~the~~070907192) ~~Company~~on isMay ~~continuing~~14, to2007, ~~assess~~in the ~~potential~~Utah ~~impacts~~District Court for Salt Lake City. A notice of ~~ASU~~default judgment ~~2019-10~~was entered on November 9, it2007, ~~does~~for ~~not~~$6,781.57. ~~expect~~Brent ~~ASU~~Brown ~~2019-10~~Enterprises towas ~~have~~listed as a ~~material~~defendant ~~effect~~in a contract case, DAT & K LLC v. Brent Brown Enterprises LLC (Case No. 070912791), filed on ~~its~~September ~~financial~~5, ~~statements~~2007, in the Utah District Court for Salt Lake City. A judgment was entered against some of the defendants, additional information was not available.

~~F-8~~21

~~The~~Vance ~~Company~~B. ~~has~~Harrison, ~~implemented~~Director and ~~all~~CEO, ~~new~~is ~~accounting~~party to an ongoing civil proceeding: Rymark Properties LLC, et al. v. Barron Consulting LLC, et al. (Case No. 210904596), ~~pronouncements~~filed ~~that~~on ~~are~~August 30, 2021, in ~~effect~~the Utah District Court for Salt Lake City. ~~These~~Mr. ~~pronouncements~~Harrison ~~did~~was ~~not~~listed ~~have~~as ~~any~~a ~~material~~defendant ~~impact~~in this case. According to the court documents, Mr. Harrison signed a real estate purchase agreement on behalf of the ~~financial~~seller ~~statements~~for ~~unless~~a ~~otherwise~~$6.5 million property in June ~~disclosed~~2021. On August 20, 2021, Mr. Harrison notified the plaintiffs that they intended to cancel the sale and the ~~Company~~plaintiffs ~~does~~then ~~not~~paid ~~believe~~an earnest deposit which had been due on June 25, 2021. On August 31, 2021, the defendants sent a notice of termination on the grounds that ~~there~~the ~~are~~plaintiffs had ~~any~~not ~~other~~provided ~~new~~earnest ~~accounting~~money. ~~pronouncements~~Mr. Harrison reported in his Questionnaire that ~~have~~the ~~been~~plaintiffs ~~issued~~claimed that ~~might~~the ~~have~~failure to pay the earnest money was not a material ~~impact~~breach, onthat ~~its~~the ~~financial~~plaintiffs ~~position~~asserted orclaims ~~results~~against Barron Consulting and Mr. Harrison for fraud and negligent misrepresentation, and that Barron Consulting has asserted a counterclaim against Rymark Properties for breach of ~~operations~~contract. This case is still active.

~~Foreign~~Jennifer ~~currency~~Danielson ~~translation~~was involved in a property rights case in her Questionnaire: Marshalek Steven v Danielson Philip, et al. (Case No. 180701106), filed on October 30, 2018 in the Utah District Court for Farmington County. According to the complaint, the plaintiffs were seeking to collect on a $529,940 judgment awarded in November 20141 against Ms. Danielson’s spouse, who had transferred his interest in real property and other assets to Ms. Danielson in April 2014. The defendants filed motions to dismiss on November 27, 2018. The court found that the statute of limitations on the property transfer had run out, the other transfers were unspecified, and the case was dismissed with prejudice on November 6, 2020.

~~Transactions~~Board ~~denominated~~Meetings; inCommittee ~~currencies~~Meetings; ~~other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets~~ and ~~liabilities denominated in currencies other than the functional currency are translated into the functional currency~~Annual ~~using~~Meeting ~~the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.~~Attendance

~~The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.~~ In ~~addition~~2022, the ~~subsidiary maintains~~Board ~~its~~of ~~books~~Directors ~~and~~meet ~~record~~on inone ~~a local currency~~occasion, ~~Malaysian Ringgit (“MYR” or “RM”), which is functional currency~~ asand ~~being~~acted ~~the~~by ~~primary~~unanimous ~~currency~~written ofconsent ~~the~~on ~~economic~~various ~~environment in which the entity operates~~matters.

InBusiness general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of other comprehensive income. The Company has not to, the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.Experience

~~Translation~~The following is a brief account of ~~amounts~~the ~~from~~education and business experience during at least the ~~local~~past ~~currency~~five years of each director, executive officer and key employee of our company, indicating the ~~Company~~person’s ~~into~~principal ~~US$1~~occupation ~~has~~during ~~been~~that ~~made~~period, atand the ~~following~~name ~~exchange~~and ~~rates~~principal ~~for~~business of the ~~respective~~organization in ~~years:~~which such occupation and employment were carried out.

	For the Years Ended July 31,
	2021		2020
Year-end MYR: US$1 exchange rate		4.2225		4.2657
Yearly average MYR: US$1 exchange rate		4.1205		4.2197

Vance Harrison, was the founder of Harrison Eurosports, a Multiline powersports dealership located in Utah, in 2009. Mr. Harrison also established Harrison Southtowne LLC, a Mitsubishi automotive dealership in Utah, in 2019. Mr. Harrison served as President of Harrison Eurosports, until selling his interest in that company in April of 2021. Mr. Harrison also served as the chief executive of Harrison Southtowne LLC from its founding until selling his interest in March of 2022. Since September 2021, Mr. Harrison has been the chief executive of the Company. He is a motorsports enthusiast with 25 years of experience operating successful dealerships. Vance was rated a top-5 dealer in annual sales nationwide for BMW, Ducati, and Triumph for 12 years.

~~NOTE~~Karl 3Kristian –“Kris” Odwarka, ~~PROPERTY~~age ~~AND~~60, has worked in various roles with European motorcycle and automotive ~~EQUIPMENT~~manufacturers over the last 30 years. From December of 2010 until January of 2022, Mr. Odwarka worked for BMW of North America, where his duties included Vice President - North America for BMW Motorrad and as the President of Husqvarna North America, both tasks across the USA and Canada. BMW Motorrad achieved record sales, market share and profits under his leadership, as well as recording the highest CSI for both sales and service, along with the highest employee and dealer satisfaction rating, out of BMW Motorrad’s five regions world-wide

~~Property~~Terina ~~and~~Liddiard, ~~Equipment~~age ~~are~~53, ~~first~~has ~~recorded~~been atin ~~cost.~~the ~~Depreciation~~automotive isaccounting ~~computed~~business ~~using~~for ~~the~~24 ~~straight-line~~years, ~~method~~and ~~over~~she worked for the ~~estimated~~9th ~~useful~~largest ~~lives~~automobile ofretailer in the ~~various~~country ~~classes~~fulfilling an array of ~~assets~~complex accounting roles. She graduated from Stevens-Henagar Business College in 1987.

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell._____________________

~~Maintenance and repair expenses, as incurred,~~1 ~~are~~Marshalek ~~charged to expense~~v. ~~Betterments~~Lynco ~~and~~(Case ~~renewals are capitalized in plant and equipment accounts~~No. ~~Cost~~201200083588), ~~and~~filed ~~accumulated~~October ~~depreciation~~15, ~~applicable to~~2012 ~~items~~in ~~replaced or retired are eliminated from~~ the ~~related~~Superior ~~accounts~~Court ~~with~~of ~~any~~California ~~gain~~for orSan ~~loss~~Diego ~~on the disposition included as income~~County.

~~F-9~~22

~~Property~~Ms. ~~and~~Liddiard ~~equipment~~worked ~~stated~~for atMercedes-Benz ~~cost~~of Draper in Draper Utah from January 2018 until April 2019. From April 2019 until January 2022, ~~less~~she ~~accumulated~~worked for Harrison Mitsubishi Southtowne in ~~depreciation~~Sandy ~~consisted~~Utah. She was the Office Manager and was responsible for accounting as well as other aspects of the ~~following:~~dealership. From January 2022 to present she has been the CFO of Motos America.

	July 31, 2021			July 31, 2020
Computer Hardware	$	34,064		$	34,064
Computer Software		14,340			14,340
Furniture and Fittings		22,557			22,557
Office Equipment		13,178			13,178
Telecommunication		5,335			5,335
Renovation		54,317			54,317
Signboard		1,503			1,503
Security and alarm system		2,150			2,150
		147,444			147,444
Asset Written Off		(68,247	)		(68,247
Disposal		(126	)		(126
Less: accumulated depreciation		(79,071	)		(79,071	)
Property and equipment, net	$	–		$	–

William Karl Brandon “Brandon” Howard, age 53 has served as the Chief Operating Officer of the Company from July 2022 to the Present Brandon. February 2018 to July 2022 Mr. Howard served as the President and Chief Operating Officer - Wingers USA. Mr. Howard brings an impressive resume and skill set to the Motos America team. Howard’s extensive success in building, managing, and scaling businesses in one of the most demanding industries should prove a major asset in the day-to-day operations of Motos America.

~~Depreciation~~Dale ~~expense~~Z. Darling, age 65, is a motorcycle enthusiast with an extensive career in Sales Management, Digital Publishing and Marketing. From September 2011-2017 Mr. Darling was the VP of Sales for Deseret Digital Media. Responsible for the overall revenue target for the digital publishing site ksl.com, the principal asset of Deseret Digital Media. From January 2017 to June of 2020 Dale was the SVP of Sales for Deseret Digital Media, overseeing revenue and various special projects for the publisher. Upon his retirement from Deseret Digital Media in 2020, Dale was working with the Utah Section of the PGA as a Board Member [October 2018-current] and on special assignments regarding revenue and strategy. Beginning in January of 2022, Dale has served as Chief Marketing officer for Motos America. The role has required the management of revenue development, lead generation, marketing vendor relationships and overall apparel creation and distribution.

~~Depreciation~~Chris Bronstorp, ~~expense~~age ~~for~~45, has climbed up as a porter to a general manager in automotive and motorcycle dealerships over the last 21 years. From ~~ended~~April ~~July~~2015 until February 2020, Mr. Bronstorp has served as the General 31Manager for BMW Motorrad Dealership in New Mexico. From February 2020 until March 2022 he served as an Area Business Manager for BMW Motorrad USA overseeing fourteen dealers in the American Northwest. Chris has served in his current role as Director of Dealer Operations for Motos America since March 2022. His duties have included all dealer operations, ~~2021~~inventory management, building remodels, employee and ~~2020~~customer ~~was~~satisfaction. $0Mr. Bronstorp is proud to offer unparalleled employee and $0customer satisfaction, ~~respectively~~with an emphasis on the customer as a priority to the Company. His Education history includes a Bachelor's degree from the University of New Mexico, Associates in Diesel Mechanics from Wyotech, and halfway completed with his MBA from University of Phoenix..

OnTaylor ~~May~~Brody, 31age ~~2020~~32, ~~due~~has toworked in the Powersports ~~closing~~Industry ~~down~~since of2013. He is the ~~operating~~ ~~office~~Founder of ~~the~~Resgato ~~subsidiary~~Digital ~~in Malaysia~~Agency, ~~Management~~which ~~carried~~provides ~~out~~digital anmarketing ~~impairment~~services ~~test~~and onconsulting to its ~~fixed~~clients. ~~asset~~Mr. ~~and~~Brody ~~realized~~has ~~its~~worked ~~fixed~~at ~~asset has~~Resgato nofor ~~recoverable~~the ~~value~~last ~~hence~~5 years. Mr. Brody integrates his expertise and experience in marketing, along ~~write~~with ~~off~~zeal in the Powersports Industry to Motos America Inc.

~~NOTE~~Jennifer 4Danielson. For over –20 ~~RELATED~~years, ~~PARTY~~Ms. ~~TRANSACTIONS~~Danielson has advised policy makers and political leaders on health competition and impacts, earning her the reputation as a national influencer in advancing policy.

~~The~~Jennifer ~~Company,~~completed inher Bachelor ~~the regular conduct~~ of ~~business, has~~Arts ~~entered~~and ~~transaction~~Juris ~~with~~Doctorate ~~related~~at ~~parties in~~ the ~~form~~University of ~~cash~~Utah ~~or expenses paid on behalf of the related party~~ and ~~rendering~~Honors ofInternational ~~services. All~~Exchange ~~advances~~Programme ~~are~~at ~~unsecured,~~Cambridge ~~due on demand and non-interest bearing~~University.

~~The~~Jennifer ~~table~~has ~~below~~served ~~show~~as Chief ~~the~~Growth ~~breakdown~~Officer offor ~~revenue generated~~Collective Health from ~~related~~January ~~party~~of ~~during~~2022 until present day. In this role, she is responsible for scaling the ~~period:~~company’s core TPA growth and diversifying lines of service to expand market opportunity.

Related Party	July 31, 2019		July 31, 2020		July 31, 2021
East Cloud Sdn Bhd	$	18,190	$	16,470	$	–
Creative Property Management		2,708		6,390		–
MIG 020 Berhad		19.360		–		–
MIG Network and Consultancy Sdn Bhd		16,053		15,042		–
Wpay International Bhd		8,948		–		–
MIG F&B Sdn Bhd		–		–		–
	$	65,259	$	37,902	$	–

She served as Senior Vice President, Public Affairs and Policy for Cambia Health Solutions from 2018 - 2021, responsible for positively positioning and securing approval for national scope of activity, and for leading an innovation ecosystem accelerator.

~~F-10~~She served as Senior Vice President of Strategy and Policy for Cambia Health Solutions for the years 2017 and 2018 in accelerating opportunities to successfully pivot the company’s strategy from a health insurance company to a health care technology platform, and in working to advance national interoperability initiatives.

East Cloud Sdn Bhd, Creative Property Management Sdn Bhd, MIG O2O Berhad and MIG Network & Consultancy Sdn Bhd are owned by our executive officers and directors, Shiong Han Wee and Kwueh Lin Wong. Messrs. Wee and Wong also serve as directors of these companies.23

AsJennifer served as president of ~~July~~Blue ~~31,~~Cross ~~2021~~Blue ~~and 2020~~Shield of Utah, ~~the~~a ~~Company~~subsidiary ~~was~~of ~~indebted~~Cambia toHealth ~~MIG~~Solutions ~~Network~~from &2011- ~~Consultancy~~2012 ~~Sdn~~where ~~Bhd,~~she ~~our~~held ~~related~~responsibility for the $1b company that served just under 500,000 incustomers. ~~the~~As ~~amount~~President of ~~$1,248,070~~Regence ~~and~~Blue $1Cross Blue Shield of Utah,~~236,274, respectively,~~ ~~for~~she ~~advances~~radically ~~and~~changed ~~expenses~~the ~~incurred~~competitive trajectory onfor ~~behalf~~a $1B division of ~~the~~a ~~Company.~~$9B+ ~~The~~health ~~amounts~~care ~~are~~company ~~included~~(Cambia inHealth ~~due~~Solutions) toby ~~related~~leveraging ~~parties~~her ~~and~~comprehensive ~~are~~understanding of ~~non-interest~~the ~~bearing,~~market ~~unsecured,~~ and ~~due~~ability onto ~~demand~~navigate complex challenges.

AsBrent ofL. ~~July~~Brown. Brent 31L. Brown, age ~~2021~~63, ~~and~~has spent a lifetime in Automotive Dealerships. In 1999 Mr. Brown founded Brent Brown Toyota. Brent Brown Toyota was Utah's ~~2020~~largest wevolume ~~recognized~~new acar ~~total~~dealership in 2016, outselling every dealership of ~~$Nil~~every ~~and~~brand. ~~$18,026~~The ~~respectively~~dealership was also recognized in early 2017 for ~~manpower~~being ~~charge~~the ~~back~~#1 toMetro ~~MIG~~Toyota ~~O2O~~dealership ~~Berhad~~in the United States in Customer Retention. The dealership is also an eight-time winner of Toyota's prestigious President's Award, ~~our~~Toyota's ~~related~~highest ~~company~~recognition for a well-run, ~~which~~customer ~~have been~~focused ~~included~~dealership. inMr. Brown sold his interest in the ~~statements~~Toyota dealership in October of ~~operations~~2018, and ~~comprehensive~~has ~~(loss)~~been ~~income~~retired from regular employment since that time.

~~During~~Corporate ~~the years ended July 31~~Compliance, Governance ~~2021~~Principles and ~~2020,~~Code weof ~~recognized the following transactions with MIG Network & Consultancy Sdn Bhd, our related company.~~Ethics

	2021		2020
Rental paid to	$	–	$	16,906
Legal fees paid to		–		6,700
Payroll outsourcing paid to		–		729

Our Board is committed to sound corporate governance principles and practices. In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board is also developing a Code of Business Conduct and Ethics, which will be applicable to all directors, officers, and employees.

~~NOTE~~Board 5of ~~– GOING CONCERN~~Directors

The ~~accompanying~~business ~~financial~~and ~~statements~~affairs ~~have~~of ~~been~~our company are managed ~~prepared~~by ~~using~~or under the ~~going~~direction ~~concern~~of ~~basis~~the ofBoard. ~~accounting,~~The ~~which~~Board ~~contemplates~~is ~~the~~currently ~~realization~~composed of ~~assets~~five ~~and~~members. ~~the~~The ~~satisfaction~~Board ofhas ~~liabilities~~not appointed a lead independent indirector; instead the ~~normal~~presiding ~~course~~director for each executive session is rotated among the Chairs of ~~business~~the committees of our Board.

AsThe ofBoard ~~July~~held ~~31,~~six ~~2020,~~meetings ~~the~~and ~~Company~~took ~~suffered~~six ~~an accumulated~~actions ~~deficit~~by ofunanimous ~~$7,667,225~~written ~~and~~consent ~~continuously~~during ~~incurred~~the ~~a net operating loss of $28,722 for~~ year ended July 31, ~~2021~~2022. ~~The~~In ~~continuation~~2022, ofeach ~~the Company~~person serving as a ~~going~~director ~~concern~~attended ~~through~~at ~~July~~least ~~31, 2021 is dependent upon improving the profitability and the continuing financial support from~~75% ~~its~~of ~~stockholders. Management believes~~ the ~~existing~~total ~~shareholders~~number orof ~~external~~meetings ~~financing~~of ~~will~~our ~~provide~~Board ~~the~~and ~~additional~~any ~~cash~~Board tocommittee ~~meet~~on ~~the~~which ~~Company’s obligations~~he ~~as they become due~~served.

~~These~~Our ~~and~~directors ~~other~~are ~~factors~~expected ~~raise~~to ~~substantial~~attend ~~doubt~~our Annual ~~about~~Meeting ~~the~~of ~~Company’s~~Stockholders. ~~ability~~Any todirector ~~continue~~who asis aunable ~~going~~to ~~concern.~~attend ~~These~~our ~~financial~~Annual ~~statements~~Meeting dois ~~not~~expected ~~include any adjustments~~ to ~~reflect~~ notify the ~~possible~~Chairman ~~future~~of ~~effects on~~ the ~~recoverability~~Board ~~and~~in ~~classification~~ advance of ~~assets or~~ the ~~amounts~~Annual ~~and~~Meeting. ~~classification~~All of ~~liabilities~~our ~~that may~~directors ~~result~~serving inat the ~~Company~~time ~~not~~of ~~being~~the ~~able~~2022 toAnnual ~~continue~~Meeting asof aStockholders ~~going~~were ~~concern~~in attendance.

~~NOTE~~Committees 6of –the ~~CONTINGENT LIABILITY~~Board

OnOur ~~November~~Company ~~12,~~does ~~2018,~~not ~~MIG~~have ~~Mobile Tech Berhad,~~ a ~~subsidiary of the Company~~nominating, ~~filed a claim against Digiland Private Limited (“Digiland”) for breach of contract and misrepresentation~~compensation, ~~arising~~or ~~from,~~audit ~~among other things~~committee, ~~Digiland’s~~or ~~failure~~committees toperforming ~~perform~~similar ~~under~~functions ~~its~~nor ~~supplier~~does ~~contract~~our ~~with the~~ Company. Inhave ~~its suit, MIG Mobile Tech Berhad is seeking~~ a ~~return~~written ~~of funds previously paid to Digiland in the amount of S$800~~nominating,~~000~~ ~~Singaporean~~compensation ~~Dollars~~or ~~(approximately~~audit UScommittee ~~$584,000)~~charter. ~~together~~Our ~~with~~directors abelieve ~~claim~~that ~~for~~it ~~damages~~is tonot benecessary ~~assessed~~to byhave ~~the~~such ~~Singapore~~committees ~~Court.~~at ~~Within~~this ~~the~~time ~~same~~because ~~suit,~~our ~~Digiland~~directors ~~has~~can ~~filed~~adequately ~~a counterclaim~~perform ~~against MIG Mobile Tech Berhad for~~ the ~~balance~~functions of ~~the~~such ~~payment due to it under contract in the sum of S$800,000, together with a claim for damages to be assessed by the Singapore Court~~committees.

~~F-11~~Audit Committee Financial Expert

~~Prior~~Our toBoard ~~the filing~~ of ~~the~~Directors ~~its~~has ~~claims~~determined ~~against~~that we ~~Digiland,~~do ~~the~~not ~~Company~~have ~~recognized~~a ~~the~~board ~~amount~~member ofthat ~~$596,912~~qualifies inas ~~receivable,~~an ~~deposits~~“audit ~~and~~committee ~~prepayments.~~financial ~~The~~expert” ~~amount~~as isdefined ~~being~~in ~~recognized~~Item as407(D)(5) ~~deposit~~of Regulation ~~because~~S-K, ~~the~~nor ~~development~~do ofwe ~~the~~have ~~application-based~~a ~~software~~board ~~has~~member ~~not~~that ~~been~~qualifies ~~materialized~~as ~~to-date.~~“independent” ~~Subsequent~~as tothat ~~the~~term ~~filing~~is used in Item 7(d)(3)(iv)(B) of ~~its~~Schedule 14A ~~claims,~~under the ~~Company~~ ~~has~~Exchange ~~recognized~~Act, aand ~~full~~as ~~impairment~~defined inby ~~the~~Rule ~~amount~~4200(a)(14) of ~~$596,612~~the FINRA Rules.

AsDirector the COVID-19 pandemic had seriously affected the economy and business environment worldwide, in view of the uncertainty on the recovery of the refund of deposit paid to Digiland and the costs of prolonging the legal proceedings in light of the Company’s limited resources, the Company discontinued its proceedings on April 17, 2020.Independence

OnOur ~~November~~Board 5,has ~~2020~~determined that Mr. Brent Brown, and Ms. Jennifer Danielson qualify as “independent” directors in accordance with the ~~Singapore~~listing ~~Court~~requirements ~~awarded~~of The NASDAQ Stock Market (“NASDAQ”). The NASDAQ independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with the Company that would interfere with a director’s exercise of independent judgment in ~~favor~~carrying ofout ~~Digiland,~~the ~~and~~responsibilities asof a ~~result,~~director. ~~MIG~~There ~~Mobile~~are ~~Tech~~no ~~Berhad~~family ~~was~~relationships among ~~ordered~~any toof ~~pay:~~our directors or executive officers.

~~a) The Judgment Sum of S$800,000~~24

b)Communications ~~Interest~~with on the ~~Judgment~~Company ~~Sum~~and ~~at 5.33% per annum from 29th November 2018 to~~ the ~~date of payment; and~~Board

c)Stockholders ~~Legal~~may ~~costs~~communicate ofwith the ~~action~~Company through its Investor Relations Department by writing to beInvestor ~~taxed~~Relations, ifMotos ~~not~~America, ~~agreed~~Inc., 510 South 200 West, Suite 110 Salt Lake City, Utah 84101.

~~Interest~~Stockholders oninterested ~~the~~in ~~Judgment~~communicating ~~Sum calculated up to~~with ~~February~~our 16Board, ~~2021~~any isBoard ~~S$94~~committee,~~507.38.~~ ~~Digiland~~any ~~further~~individual ~~claimed~~director, ~~legal~~or ~~cost~~any ~~together~~group ~~with~~of ~~disbursement~~directors in(such ~~the~~as ~~sum~~our ofindependent ~~S$79,616.88.~~directors) ~~The~~should ~~total~~send written ~~liabilities~~correspondence ~~is estimated~~ to beMotos ~~at S$974~~America,~~124~~ Inc.26 ~~and~~Board ~~was~~of ~~accrued~~Directors, inAttn: ~~the~~Secretary, ~~financial~~510 ~~statement~~South ~~for~~200 ~~the period ended July 31~~West, ~~2020.~~Suite No110 ~~further liabilities~~Salt ~~were~~Lake ~~accrued in the financial statement for the period ended July 31~~City, ~~2021~~Utah 84101.

OnITEM June 20, 2021, we and Ng Chee Chun, an individual (“Purchaser”) entered into that certain Share Sale Agreement pursuant to which the Corporation sold to the Purchaser all shares of MIG Mobile Tech Bhd held by the Corporation in consideration of Malaysia Ringgit One Thousand11. ~~The~~EXECUTIVE ~~sale consummated and was registered with the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on August 24, 2021~~COMPENSATION. As a result, MIG Mobile Tech Bhd is no longer a subsidiary of the Corporation, and the liabilities associated with the foregoing judgment will no longer be accrued on our financial statements on a going forward basis.

~~NOTE~~Summary 7Compensation –Table ~~COMMITMENTS AND~~with ~~CONTINGENCIES.~~Stock Options

~~When~~The afollowing ~~loss~~table ~~contingency~~provides isthe ~~not both probable and~~compensation ~~estimable,~~paid ~~the~~to ~~Company~~our ~~does~~principal ~~not~~executive ~~establish~~officer anand ~~accrued~~other ~~liability.~~executive ~~However,~~officers ifwhose ~~the~~total ~~loss~~compensation ~~(or~~exceeded an$100,000 ~~additional~~for ~~loss in excess of~~ the years ~~accrual)~~ended isJuly 31, at2022 ~~least a reasonable possibility~~ and ~~material,~~July ~~then the Company discloses an estimate of the possible loss or range of loss~~31, if2021 ~~such estimate~~(“named ~~can~~executive ~~be made or discloses that an estimate cannot be made~~officers”).

The assessments whether a loss is probable or a reasonable possibility, and whether the loss or a range of loss is estimable, often involve a series of complex judgments about future events. Management is often unable to estimate a range of reasonably possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel or unsettled legal theories or a large number of parties. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, therefore, no contingencies were provided as at July 31, 2021.

Name and Principal Position	Fiscal Year	Salary		Bonus		Vested Stock Awards		Unvested Stock Quantity		Total
Vance Harrison	2022	$	180,000	$	–	$	–			$	180,000.00
CEO, Director	2021	$	180,000	$	–	$	–

Kristian Odwarka	2022	$	90,000	$	–	$	–		200,000	$	90,000.00
President	2021	$	–	$	–	$	–

Terina Liddiard	2022	$	72,000	$	–	$	–		25,000	$	72,000.00
Chief Financial Officer, Secretary/Treasurer Director	2021	$	–	$	–	$	–

Brandon Howard	2022	$	156,000	$	–	$	–		50,000	$	156,000.00
Chief Operating Officer	2021	$	–	$	–	$	–

Dale Darling	2022	$	72,000	$	–	$	–		100,000	$	72,000.00
Chief Marketing Officer	2021	$	–	$	–	$	–

Christopher Bronstorp	2022	$	133,000	$	–	$	–		25,000	$	133,000.00
Director of Dealership Operations	2021	$	–	$	–	$	–

Taylor Brody	2022	$	18,000	$	–	$	–		25,000	$	18,000.00
External Director	2021	$	–	$	–	$	–

Jennifer Danielson	2022	$	18,000	$	–	$	–
External Director	2021	$	–	$	–	$	–

Brent L. Brown	2022	$	18,000	$	–	$	–
External Director	2021	$	–	$	–	$	–

~~NOTE 8 - SUBSEQUENT EVENTS~~25

OnExecutive ~~June~~Employment ~~20,~~Agreements ~~2021, the Corporation~~ and NgOther Chee Chun, an individual (“Purchaser”) entered into that certain Share Sale Agreement pursuant to which the Corporation sold to the Purchaser all shares of MMT held by the Corporation in consideration of Malaysia Ringgit One Thousand. The sale consummated and was registered with the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on August 24, 2021. As a result, MMT is no longer a subsidiary of the Corporation in the next fiscal year ended July 31, 2022.Arrangements

~~F-12~~The Company has executed employment agreements with Vance Harrison, K. Kristian Odwarka, Terina Liddiard, Brandon Howard, Dale Darling and Lance Isaacs. Each of these agreements allows for termination with or without cause. The agreements provide for indemnification and attorneys fees legal actions taken against the employee for actions taken by them in good faith and in their capacity as an employee of the Company. The agreements also mandated binding arbitration in the event of a dispute that arises between the Company and the employee as result of such agreements.

OnEach ~~September~~agreement ~~27,~~provides ~~2021,~~for ~~the~~standard ~~Corporation, certain~~benefits ~~sellers~~such ofas ~~shares~~medical ofand ~~our~~dental ~~common stock~~plans, ~~including~~life ~~our sole executive officer~~ and ~~director~~disability ~~Shiong Han Wee (collectively~~insurance, ~~the~~as ~~“Sellers”), and~~well ~~Moto~~as ~~America,~~retirement ~~Inc~~plans.~~(the~~ The ~~“Buyer”)~~agreements ~~entered~~also ~~into~~allow afor ~~Sale~~bonuses from ~~and~~time ~~Purchase Agreement dated September 24, 2021, pursuant~~ to ~~which the~~time ~~Buyer~~as ~~agreed~~awarded toby ~~purchase from~~ the ~~Sellers~~Board ~~an aggregate~~ of ~~436,482,690~~Directors. ~~shares~~During ~~of common stock of~~ the ~~Company~~year ~~(the~~ended ~~“Common~~July ~~Shares”) and~~31, 102022,~~000,000~~ ~~shares~~no ofsuch ~~Series~~bonuses Ahave ~~Preferred~~been ~~Convertible~~awarded ~~Stock~~or ~~(the “Preferred Shares”)~~paid. ~~The Preferred Stock will be issued~~ toEach ~~Shiong Han Wee as payment in full~~ of ~~all~~these ~~amounts~~agreements ~~owed~~is byappended ~~the~~hereto ~~Company to Mr. Wee. The securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933,~~ as ~~amended,~~an exhibit and ~~Regulation~~made Dpart ~~promulgated thereunder~~hereof.

~~Upon~~Although ~~closing~~no ofcontract ~~the~~has ~~Sale and~~been ~~Purchase~~entered ~~Agreement,~~into ~~all~~between Chris ofBronstorp ~~the executive officers~~ and ~~directors of~~ the ~~Corporation~~Company, ~~will~~his ~~resign~~verbal ~~from~~agreement ~~their positions~~ with the ~~Corporation and~~Company ~~the~~is ~~following~~substantially ~~individuals~~similar ~~will be appointed~~ to ~~serve in~~ the ~~capacities~~agreements ~~set~~executed ~~forth~~with ~~next~~other officers toof ~~their~~the ~~names~~Company, asand ~~described~~is ~~below:~~summarized hereinafter.

~~Name~~The ~~Position~~following ~~Vance~~summarizes ~~Harrison~~the ~~Chief~~particular ~~Executive~~terms ~~Officer,~~of ~~President~~the ~~and~~employment ~~Director~~agreements of ~~Terina~~executive ~~Liddiard~~team. ~~Chief~~Such ~~Financial~~summaries ~~Officer,~~are ~~Secretary~~qualified ~~and~~in ~~Director~~their ~~Taylor~~entirety ~~Brody~~by ~~Chief~~the ~~Marketing~~actual ~~Officer~~agreements, ~~and~~appended ~~Director~~hereto as exhibits:

~~All~~Vance ~~executive~~Harrison, ~~officers and directors will also forgive and waive all liabilities due to them from us in connection with such change in control.~~CEO

~~F-13~~Mr. Harrison entered into an employment agreement with the company on December 1, 2021. The term of this agreement is for 5 years. This agreement calls for a base annual salary of $180,000.00, which increases to $360,000.00 over time. This agreement contains no provision for stock options, it does however grant to Mr. Harrison a put option to sell up to 200,000 common voting shares to the Company at the price of $7.50 per share for a period of 4 years, beginning on December 1st, 2022. The Agreement allows for termination with or without cause. The agreement provides for indemnification and attorneys fees legal actions taken against the employee for actions taken by them in good faith and in their capacity as an employee of the Company. The agreement also mandated binding arbitration in the event of a dispute that arises between the Company and the employee as result of the agreement.

~~ITEM~~Karl 9.Kristian ~~Changes~~"Kris" inOdwarka, ~~and Disagreements with Accountants on Accounting and Financial Disclosure.~~President

~~None~~Mr. Odwarka entered into an employment agreement with the company on January 1, 2022. The term of this agreement is for 2 years. This agreement calls for a base annual salary of $60,000.00 for 2022, which increases to $90,000.00 for 2023.

~~ITEM~~This 9Aagreement contains stock options of 200,000 shares, granted on March 1, 2022 with a 4 year vesting period. Stock ~~Controls~~options ~~and~~have an exercise price of $1.00 with an expiration ~~Procedures~~date of March 1, 2030.

~~Disclosure~~Terina ~~Controls~~Liddiard, ~~and Procedures~~CFO

AsMs. ofLiddiard ~~the~~entered ~~end~~into ~~of the period covered by this report, our management conducted~~ an ~~evaluation,~~employment ~~under the supervision and~~ agreement with the ~~participation~~company ofon ~~our~~January ~~Chief Executive Officer and Chief Financial Officer~~1, of2022. The ~~the~~term ~~effectiveness~~ of ~~the~~this ~~design~~agreement ~~and~~is ~~operation~~for of5 ~~our~~years. ~~disclosure~~This ~~controls~~agreement ~~and~~calls ~~procedures,~~for asa ~~such term~~base ismonthly ~~defined~~salary ~~in Rule 13a-15(e)~~ of $6,000.00 ~~the~~with ~~Securities~~a ~~Exchange~~bonus ~~Act~~ of ~~1934 (the Exchange Act)~~$500.00 ~~Based~~per ~~upon~~month ~~that~~for ~~evaluation,~~each ~~our~~dealership ~~Chief~~acquired ~~Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered~~ by ~~this report in ensuring that information required to be disclosed was recorded, processed, summarized and reported within~~ the ~~time periods specified in the SEC’s rules and forms~~company, ~~and~~beginning towith ~~provide reasonable assurance that information required to be disclosed by~~ the ~~Company~~4th in such ~~reports~~dealership isacquired or ~~accumulated~~managed ~~and~~by ~~communicated to~~ the ~~Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure~~company.

~~Management’s~~The ~~Report~~agreement is up to $4000.00 in bonus per month should the Company have 11 or more dealerships under management or ownership. The base salary shall be reviewed on ~~Internal~~or ~~Control~~before December 31st of each ~~over~~year ~~Financial~~unless ~~Reporting~~executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement.

~~Our~~This ~~management~~agreement iscontains ~~responsible for~~stock ~~establishing~~options ~~and~~of ~~maintaining~~25,000 ~~adequate~~shares, ~~internal~~granted ~~control~~on March ~~over financial reporting~~1, as2022 ~~such~~with ~~term~~a is4 ~~defined~~year investing ~~Rule 13a-15(f) of the Exchange Act~~period. ~~Under~~Stock ~~the~~options ~~supervision~~have ~~and~~an ~~with~~exercise ~~the~~price ~~participation~~determined ofat ~~our Chief Executive Officer~~vesting, ~~and~~with ~~Chief Financial Officer, our management conducted~~ an ~~evaluation~~expiration ~~of the effectiveness of our internal control over financial reporting based upon the framework in “Internal~~date ~~Control — Integrated Framework” issued by the Committee~~ of ~~Sponsoring~~March ~~Organizations of the Treadway Commission. Based on that evaluation~~1, ~~our management concluded that our internal control over financial reporting was effective as of July 31, 2021~~2030.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 26

~~Changes~~Brandon inHoward, ~~Internal Control over Financial Reporting~~COO

~~During~~Mr. Howard entered into an employment agreement with the ~~fourth~~company ~~quarter~~on July 1, 2022. The term of ~~fiscal~~this ~~2021,~~agreement ~~there~~is ~~were~~for no5 ~~changes~~years. inThis ~~the~~agreement ~~internal~~calls ~~control~~for ~~over~~a ~~financial~~base ~~reporting~~annual ~~that~~salary ~~materially~~of ~~affected~~$156,000.00. The annual Base Salary shall be reviewed on or ~~are~~before ~~reasonably~~December ~~likely to~~31st ~~materially~~of ~~affect~~each year, ~~our~~unless ~~internal~~executive’s ~~control~~employment ~~over~~hereunder ~~financial~~shall ~~reporting~~have been terminated earlier pursuant to this Agreement.

~~Inherent~~This ~~Limitations~~agreement contains stock options of ~~Disclosure~~50,000 ~~Controls~~shares, granted on ~~and~~July ~~Procedures~~1, ~~and~~2022 ~~Internal~~with ~~Control~~a ~~over~~5 ~~Financial~~year ~~Reporting~~vesting period. Stock options have an exercise price of $3.33 with an expiration date of July 1, 2030.

ItDale ~~should be noted that any system of controls~~Darling, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.CMO

~~ITEM~~Mr. 9BDarling entered into an employment agreement with the company on January 10, 2022. The ~~Other~~term ~~Information~~of this agreement is for 5 years. This agreement calls for a base annual salary of $72,000.00 for 2022, $90,000.00 for 2023, $120,000.00 for 2024, $120,000.00 plus COLA for 2025 and 2026.. The annual Base Salary shall be reviewed on or before December 31st of each year, unless executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement.

~~None~~This agreement contains stock options on 100,000 shares, granted on March 1, 2022 with a 5 year vesting period. Stock options have an exercise price of $2.00 per share, with an expiration date of March 1, 2030.

14Chris Bronstorp, Director of Dealership Operations

~~PART~~Mr. ~~III~~Bronstorp entered into an employment agreement with the company on April 1, 2020. The term of this agreement is for 5 years. This agreement calls for a base annual salary of $133,000.00. The annual Base Salary shall be reviewed on or before December 31st of each year, and adjusted for Cost of Living Adjustments (“COLA”) as published by the United States Social Security Administration.

~~ITEM~~This ~~10. Directors~~agreement contains stock options of 25,000 shares, granted on ~~Executive~~April ~~Officers~~1, ~~and~~2022 ~~Corporate~~with ~~Governance~~a 5 year vesting period. Stock options have an exercise price of $2.00, with an expiration date of April 1, 2030.

~~Set~~Lance ~~forth below are the present directors~~Isaacs, director nominees and executive officers of the Company. There are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.CXO

Name	Age	Positions
Shiong Han Wee	45	Chief Executive Officer, Chief Financial Officer, Director
Kwueh Lin Wong	45	Secretary and Director
Pui Hold Ho	40	Director
Mun Wai Wong	65	Director

Mr. Isaacs entered into an employment agreement with the company on February 1, 2022. The term of this agreement is for 5 years. This agreement calls for a base annual salary of $36,000.00. The annual Base Salary shall be reviewed on or before December 31st of each year,, unless executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement.

~~Set~~This ~~forth~~agreement ~~below~~contains isstock aoptions ~~brief~~of 25,000 shares, granted on ~~description~~March of1, ~~the~~2022 ~~background~~with ~~and~~a ~~business~~5 ~~experience~~year ofvesting ~~our~~period. Stock ~~executive~~options ~~officers~~have ~~and~~an ~~directors:~~exercise price determined on vesting, with an expiration date of March 1, 2030.

~~Shiong~~Other Han Wee, age 45, has served as our Chief Executive Officer and director since August 29, 2017. He has over 15 years of experience as a business consultant and coacher to the Malaysia business community. Since 2011, Mr. Wee has served as the founder, Chief Executive Officer and director of the MIG Group, which are engaged in a diversified range of businesses such as real estate, mobile technology, food and beverage and education. From 2007 to 2009, Mr. Wee served as a director of Future Focus Academic Sdn. Bhd., an education company. Mr. Wee received his undergraduate degree in Business Management from the University of Bolton in the United Kingdom in 2002 and his “A Levels” designation from the SEGI College in Kuala Lumpur, Malaysia in 1998.Agreements:

~~Mr.~~Taylor Wee is the 2015 recipient of the Malaysia Young Entrepreneur Award. He also received the Singapore Prominent Brand Award in 2015 in connection with his work with MIG Network International Pte. Ltd (Singapore). Mr. Wee brings to our Board his business experience in the internet and mobile industries.Brody

~~Kwueh Lin Wong, age 45, has served as our Secretary and director since August 29, 2017. From August 29, 2017, to June 1, 2018,~~ Mr. ~~Wong~~Brody ~~also~~entered ~~served~~into as our Chief Financial Officer. Mr. Wong has over 10 years of experience as an IT consultant and business consultant. Since 2011, Mr. Wong has served as the founder and director of the MIG Group, which are engaged in a ~~diversified~~services ~~range~~agreement offor ~~businesses such as real estate, mobile technology, food and beverage and education. From 2008 to 2014, Mr. Wong was~~ a ~~consultant~~contractor ~~for~~with ~~Pusat Tiusyen Makmur Maju, an education~~the company. ~~From~~on ~~2007~~January ~~to 2009~~1, he2022. The ~~served~~term ~~as a director~~ of ~~Future~~this ~~Focus~~agreement ~~Academic~~is ~~Sdn.~~for ~~Bhd.,~~4 ~~an education company~~years. ~~From~~This ~~2004~~agreement tocalls ~~2007,~~for hea ~~served as~~fee at the ~~Marketing~~annual ~~Manager~~rate of ~~All IT Marketing Sdn. Bhd. Mr. Wong received his Degree in Engineering from Computer Multimedia University in Selangor~~$30, ~~Malaysia in 2005~~000. ~~He received an Advanced Diploma in Computer Engineering in 2000 and a Diploma in Computer Engineering in~~00 ~~1998~~for ~~from~~digital ~~Informatics~~marketing ~~College~~consulting infor ~~Kuala~~20 ~~Lumpur, Malaysia. Mr. Wong brings~~ to ~~our~~30 ~~Board~~hours ~~his deep experience in computer engineering and internet and mobile industries~~monthly.

Pui Hold Ho, age 40, was appointed to our board of directors on September 22, 2017. He is an accountant by profession, a fellow member of the Association of Chartered Certified Accountants (ACCA), United Kingdom, a member of the Malaysian Institute of Accountants (MIA) and also a member of Asean Chartered Professional Accountants (ACPA). Mr. Ho has years of professional experience in auditing, banking and corporate finance. He started his career in 2004 by joining a Singapore advisory firm as IPO consultant where he participated in a few successful listings of companies in SGX. He then joined Ernst & Young as Senior Audit Associate until 2009 before he left to join AmBank (M) Berhad – Corporate & Institutional Banking. In the bank, he was responsible in client credit evaluation and marketing of the Bank’s products mainly in debt capital market, offshore loan syndication, corporate finance advisory & treasury products. To further advance his career, he took up the chief financial officer position in a foreign company listed on Bursa Malaysia Securities Berhad until 2013. He now sits on the board of the following companies listed on Main Market of Bursa Malaysia Securities Berhad: HB Global Limited, a food processing company specializing in the production of Ready-to-Serve foods; Malaysia Pacific Corporation Berhad, a property development and investment corporation; Milux Corporation Berhad, a manufacturer of gas appliances, water heaters and gas regulators and distributors of gas and electrical home appliances; Multi-Usage Holdings Berhad, an investment holding and management services company; and Permaju Industries Berhad, a motor vehicles trader and provision of its related services, properties development and timber plantation. Mr. Ho brings to our Board his financial and accounting experience as well as public company governance expertise.27

15This agreement contains stock options on 25,000 shares, granted on March 1, 2022 with a 4 year vesting period. Stock options have an exercise price of $2.00, with an expiration date of March 1, 2030.

~~Mun~~Non-Employee ~~Wai~~Director Wong, age 65, has over 30 years of experience in accounting and finance. Mr. Wong founded WMW Management Services in 2007 and is its Chief Executive Officer. Prior to that time, he was the Chief Operating Officer of Hai Ming Holding Berhad. Mr. Wong has served as a director of Comintel Corporation Berhad (COMCORP:KLSE) since October 2010 and a director of PanPages Berhad (PANPAGE:KLSE) since May 2012. Mr. Wong is a Chartered Accountant from the Malaysia Institute of Accountants, a Fellow of the Chartered Certified Accountants, and a member of the Institute of Chartered Secretaries and Administrators. Mr. Wong received his professional qualification in 1984 from Tuanku Abdul Rahman College in Malaysia. Mr. Wong brings to our Board his deep experience in the accounting and finance matters.Compensation

~~Family~~We have not yet established a policy for non-employee director compensation. As of July 31, 2022, no compensation had been paid to our non-employee directors, except (i) contract service fees paid to our director Taylor Brody under the terms of a services agreement with us, which we further describe under “Certain Relationships and Related Party Transactions - Services Agreement” and (ii) an award of ___ restricted stock units under the Company’s Stock Incentive Plan (the “Incentive Plan”) to Mr. Brody in connection with his services agreement.

~~There~~ITEM ~~are~~12. noSECURITY ~~family~~OWNERSHIP ~~relationships between~~OF ~~any~~CERTAIN ofBENEFICIAL ~~our~~OWNERS ~~directors~~AND orMANAGEMENT ~~executive~~AND ~~officers~~RELATED STOCKHOLDER MATTERS.

~~Involvement~~Securities inAuthorized ~~Certain~~for ~~Legal~~Issuance ~~Proceedings~~Under Equity Compensation Plans

NoThe ~~executive~~following ~~officer~~table orprovides ~~director is~~information aas ~~party~~of inJuly 31, a2022 ~~legal~~with respect ~~proceeding adverse~~ to usall ~~or any~~ of our ~~subsidiaries~~compensation orplans ~~has~~under awhich ~~material~~equity ~~interest~~securities ~~adverse~~are toauthorized usfor ~~or any of our subsidiaries.~~issuance:

No executive officer or director has been involved in the last ten years in any of the following:

	Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance
Equity compensation plans approved by stockholders		1,500,000	$	1.49		1,175,000
Equity compensation plans not approved by stockholders		0		0		0
Total		1,5000,000	$	1.49		1,175,000

·SECURITY ~~Any~~OWNERSHIP ~~bankruptcy~~OF ~~petition~~CERTAIN ~~filed~~BENEFICIAL byOWNERS orAND ~~against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;~~MANAGEMENT

·Beneficial ~~Any~~ownership ~~conviction~~is determined in aaccordance with ~~criminal~~the ~~proceeding~~rules of the SEC and generally includes voting or ~~being~~investment ~~subject~~power with respect to asecurities. ~~pending~~In ~~criminal~~accordance ~~proceeding~~with ~~(excluding~~the ~~traffic~~SEC ~~violations~~rules, shares of our common stock that may be acquired upon exercise or vesting of equity awards within 60 days of the date of the table below are deemed beneficially owned by the holders of such options and ~~other~~are ~~minor~~deemed ~~offenses);~~outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

·As ~~Being~~of ~~subject~~April 25, 2023, 50,000 shares of common stock were issued and outstanding. The following table sets forth information with respect to ~~any~~the ~~order~~beneficial ownership of our common stock as of April 25, ~~judgment~~2023, orby ~~decree~~(i) each of our directors, ~~not~~director ~~subsequently~~nominees, ~~reversed~~and executive officers, ~~suspended~~(ii) all orof our ~~vacated~~directors and executive officers as a group, and (iii) each stockholder known by us to be the beneficial owner of ~~any~~more ~~court~~than 5% of ~~competent~~our ~~jurisdiction~~common stock. To the best of our knowledge, ~~permanently~~except oras ~~temporarily~~otherwise ~~enjoining~~indicated, ~~barring~~each of the persons named in the table has sole voting and investment power with respect to the shares of common stock beneficially owned by such person, ~~suspending~~except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or ~~otherwise~~similar ~~limiting~~agreement, ~~his~~except as ~~involvement~~noted. inTo our knowledge, there is no arrangement, including any ~~type~~pledge by any person of ~~business,~~our securities or ~~banking~~any ~~activities;~~of our parents, the operation of which may at a subsequent date result in a change in control of our company.

· Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;28

· Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

Name & Address of Beneficial Owner(1)	Title of Class	Beneficial Ownership		Percent of Beneficial Ownership (%)
Officers and Directors
Vance B Harrison, CEO-Director (2)	Common		4,670,775		65.8%
Brent L. Brown, Director (3)	Common		382,000		5.4%
K. Kristian Odwarka, President	Common		100,000		1.4%
Terina Liddiard, CFO (4)	Common		19,000		0.3%
Dale Darling, CMO	Common		16,000		0.2%
Jennifer Danielson, Director	Common		16,000		0.2%
Total of Officers and Directors			5,203,775		73.3%

Other 5% Shareholders:
None

· Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

(1)	Unless otherwise noted below, the address of each person listed on the table is c/o Motos America, Inc., 3131 W 2210 S, Suite C, Salt Lake City, Utah 84119.
(2)	Vance B. Harrison, CEO owns or has beneficial ownership of these shares of common stock of the Company through the following entities: Barron Holdings LLC 3,333,333 common shares, Barron Consulting LLC., 86,000 common shares, Big River Living Trust 100,000 common shares, The Living Trust of Vance Harrison 18,000 common shares and Moto America, Inc. (a Utah corporation, separate from the issuer of similar name) 1,133,442 common shares.
(3)	Brent L. Brown, Director owns or has beneficial ownership of these shares of common stock of the Company through the following entities: The Brent L. Brown Trust 344,000 common shares, Melisa Maverick (his spouse) 38,000 common shares.
(4)	Terina Liddiard, CFO, has beneficial ownership of 19,000 common shares through Terton LLC, which she jointly owns with a family member.

~~Effective~~Related ~~September~~Party ~~22, 2017,~~Transaction we formed an Audit Committee. As a result of the change in control, there are currently no directors serving on the audit committee. We hope to appoint directors to serve on the audit committee after we acquire an operating business. A copy of the charter for our Audit Committee is filed as Exhibit 99.1.Policy

16As discussed in Notes 1 and 7 from consolidated financial statements, as part of the change of control, the Company realized a gain on disposal of subsidiary and debt forgiveness to our former CEO, which was recorded to additional paid in capital.

WeAs ~~have~~discussed ~~not~~in ~~formed~~Notes ~~separate Corporate~~8 ~~Governance~~ and ~~Compensation~~9 ~~and~~from ~~Nominations~~consolidated financial ~~committees.~~statements, ~~Our~~related ~~entire~~parties ~~Board~~contributed ~~performs~~in the ~~functions~~purchase of ~~the~~our ~~Corporate~~private ~~Governance and~~placement ~~Compensation~~offering and ~~Nominations~~purchase ~~committees. We hope to establish these committees as the business~~ of ~~the Company becomes more mature~~warrants.

~~Code~~As ofdiscussed ~~Ethics~~in Note 5 from consolidated financial statements , the Oregon dealerships were purchased from our CEO during August 2021.

WePut adopted a Code of Ethics applicable to our officers and directors, which is a “code of ethics” as defined by applicable rules of the SEC. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our officers or directors, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.Option

~~ITEM~~On 11December 31, 2021, the Company issued to our CEO, a put option to sell or put up to 200,000 shares at the price of $7. ~~Executive~~50 per share ($1,500,000). The put option is exercisable at any ~~Compensation~~time during the four (4) year period, beginning on December 1, 2023 and ending on December 1, 2027. As of July 31, 2022, the Company has not recognized a liability for the option as it is currently not exercisable. This Put Agreement is attached hereto as Exhibit 13.1.

~~Compensation~~Due ~~Philosophy~~to ~~and~~Related ~~Objectives~~Party

~~Currently,~~As ~~our~~of ~~executive~~July ~~directors and~~31, ~~officers~~2022, do not receive compensation for services in such capacities. We expect to establish a compensation plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package over the ~~executive’s career~~ ~~with~~Company ~~us.~~was ~~The~~obligated ~~compensation program objectives will be~~ to ~~attract, motivate and retain the qualified executives that help ensure~~ our ~~future success~~CEO, ~~to provide incentives~~ for ~~increasing~~an ~~our~~unsecured, ~~profits~~non-interest-bearing bydue ~~awarding~~on ~~executives~~demand ~~when~~loan ~~corporate~~with ~~goals~~a ~~are~~balance ~~achieved and to align the interests~~ of ~~executives and long-term stockholders~~$285,317. WeNo ~~expect~~written ~~the~~agreement documents ~~compensation~~this ~~package of our named executive officers to consist of two main elements:~~transaction.

~~1. base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and~~29

2Item 14. ~~discretionary~~PRINCIPAL ~~bonus~~ACCOUNTING ~~awards~~FEES ~~payable~~AND ~~in cash and tied to the satisfaction of corporate objectives~~SERVICES.

~~Process~~The following table shows the fees that were billed for ~~Setting~~the ~~Executive~~audit ~~Compensation~~and other services provided by our independent auditors for the fiscal years ended July 31, 2022 and 2021, respectively.

As we do not have Compensation Committee, our Board will be responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board or Compensation Committee will annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. The Board or Compensation Committee may award discretionary bonuses to each of the named executives, and reviews and approves the process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, the Board or Compensation Committee will review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

	2022		2021

Audit Fees	$	–	$	5,000
Audit-Related Fees		5,000		–
Tax Fees		–		–
All Other Fees		7,500		–
Total	$	12,500	$	5000

WeAudit ~~expect~~Fees — ~~out~~This ~~Chief~~category ~~Executive~~includes ~~Officer to periodically provide~~ the ~~Board~~audit orof ~~Compensation~~our ~~Committee~~annual ~~with~~financial anstatements, ~~evaluation~~review of ~~each~~financial ~~named~~statements ~~executive~~included ~~officer’s~~in ~~performance, based~~our onQuarterly ~~the~~Reports ~~individual~~on ~~performance~~Form ~~goals~~10-Q and ~~objectives~~services that ~~developed~~are normally provided by the ~~Chief~~independent ~~Executive~~registered ~~Officer~~public ataccounting ~~the~~firm ~~beginning~~in ofconnection ~~the~~with ~~year,~~engagements asfor ~~well as~~those ~~other~~fiscal ~~factors~~years. This ~~The~~category ~~Board~~also ofincludes ~~Compensation~~advice ~~Committee~~on ~~will~~audit ~~provide~~and anaccounting ~~evaluation~~matters ~~for~~that ~~the~~arose ~~Chief~~during, ~~Executive~~or ~~Officer.~~as ~~These~~a ~~evaluations~~result ~~will serve~~of, as the ~~bases~~audit ~~for~~or ~~bonus recommendations and changes in~~ the ~~compensation~~review ~~arrangements~~ of ~~our~~interim financial ~~named executives~~statements.

17Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees that would normally be disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

~~Our~~Tax ~~Compensation~~Fees — ~~Peer~~This ~~Group~~category consists of professional services rendered by our independent registered public accounting firm for tax compliance, tax advice and tax planning. The services for the fees that would normally be disclosed under this category include tax return preparation and technical tax advice.

WeAll ~~expect~~Other toFees — ~~engage~~This ~~in informal~~category ~~market~~consists analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of ~~companies~~fees ~~similar to us in size or business~~ for ~~the~~other ~~purpose~~miscellaneous ~~of comparing executive compensation levels~~items.

~~Program~~Audit ~~Components~~Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

WeGiven ~~expect~~the small size of our ~~executive~~Board ~~compensation program~~as towell ~~consist~~as the limited activities of ~~the~~our ~~following~~Company, ~~elements:~~our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.

~~Base Salary~~30

~~Our~~PART base salary structure will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board/Compensation Committee will consider all of these factors, though it will not assign specific weights to any factor. The Board/Compensation Committee will generally review the base salary for each named executive officer on an annual basis. For each of our named executive officers, we expect to review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.IV

~~Discretionary~~ITEM ~~Bonus~~15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES.

~~The~~(a) ~~objectives~~We ofhave ~~our~~filed ~~bonus awards will be to encourage and reward our employees, including~~ the ~~named~~following ~~executive~~documents ~~officers,~~as ~~who~~part ~~contribute~~of tothis ~~and~~2022 ~~participate in our~~Form ~~success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.~~10-K:

Each of our named executive officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations regarding bonus awards for the named executive officers and the Board/Compensation Committee provides the bonus recommendation for the Chief Executive Officer. However, the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards are made, the size of the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive officers depends on a number of factors, including (i) the performance of the Company for the year, (ii) the satisfaction of certain individual and corporate performance measures, and (iii) other factors which the Board/Compensation Committee may deem relevant. The Company did not award any cash bonuses during fiscal year 2019.

	1.	The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-7.

	2.	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

~~Stock~~(b) ~~Holdings~~Exhibits included or incorporated herein: See below.

The Board/Compensation Committee recognizes the importance of having a portion of the named executive officers’ compensation be paid in the form of equity, to help align the executives’ interests with the interests of the Company’s stockholders. Initially, we expect the Board/Compensation Committee to emphasize the cash-based portion of our compensation program over a stock program because it believes the discretionary nature of the cash-based compensation gives it the needed flexibility to factor in and reward the attainment of longer-term goals for the Company and the executives, as the Board/Compensation Committee deems appropriate.

Exhibit Number		Description of Exhibit
10.1		Brandon Howard Employment Agreement
10.2		Dale Darling Employment Agreement
10.3		Karl Kristian Odwarka Employment Agreement
10.4		Lance Isaacs Employment Agreement
10.5		Taylor Brody Services Agreement
10.6		Terina Liddiard Employment Agreement
10.7		Vance Harrison Employment Agreement
10.8		Vance Harrison Put Agreement
10.9		Oregon Membership Purchase Agreement
10.11		Nashville Asset Purchase Agreement
21.1		Cascade Motos Eugene (Subsidiary) Registration
21.2		Cascade Motos Portland (Subsidiary) Registration
21.3		Motos America Nashville (Subsidiary) Registration
31.1		Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.
31.2		Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema
101.CAL		Inline XBRL Taxonomy Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Definition Linkbase
101.LAB		Inline XBRL Taxonomy Label Linkbase
101.PRE		Inline XBRL Taxonomy Presentation Linkbase

WeITEM ~~have~~16. ~~not~~FORM ~~timed, nor do we plan to time our release of material non~~10-~~public~~K ~~information for the purpose of affecting the value of executive compensation~~SUMMARY.

18Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has elected not to include such summary information.

~~Summary Compensation Table~~ 31

The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers.SIGNATURES

~~SUMMARY~~Pursuant ~~COMPENSATION~~to ~~TABLE~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Name & Principal Position

Year End July 31,

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compen- sation ($)

Nonqualified Deferred Compen- sation Earnings ($)

All Other Compen- sation ($)

Total ($)

Motos America Inc.

Shiong Han Wee (1) Chief Executive Officer

2021 2020

$0 $21,328

$0 $0

$0 $21,328

Date: May 8, 2023

By:

/s/ Vance Harrison

Vance Harrison Chief Executive Officer and Director

~~(1)~~Pursuant ~~Mr.~~to ~~Shiong~~the ~~Han~~requirements ~~Wee~~of ~~was~~the ~~appointed~~Securities Exchange toAct ~~serve~~of as1934, ~~our~~this ~~Chief~~report ~~Executive~~has ~~Officer~~been ~~and~~signed ~~director~~below onby ~~August~~the ~~29,~~following ~~2017.~~persons Heon ~~expects~~behalf toof ~~resign~~the ~~upon~~registrant and in the ~~consummation~~capacities ofand on the ~~change~~dates ~~in control~~indicated.

Narrative disclosure to Summary Compensation Table


Signature	Title	Date

/s/ Vance Harrison	Chief Executive Officer, Director	May 8, 2023
Vance Harrison	(Principal Executive Officer)

/s/ Terina Liddiard	Chief Financial Officer, Secretary/Treasurer Director	May 8, 2023
Terina Liddiard	(Principal Financial Officer and Principal Accounting Officer)

/s/ Taylor Brody	Director	May 8, 2023
Taylor Brody

/s/ Jennifer Danielson	Director	May 8, 2023
Jennifer Danielson

/s/ Brent L. Brown	Director	May 8, 2023
Brent L. Brown

Each of Messrs. Shiong Han Wee, Kwueh Lin Wong were parties to an employment agreement with MIG Mobile Tech Berhad, our subsidiary, or the Employment Agreements, as of the dates and for the annual salary set forth below:32

Name	Position	Annual Salary	Effective Date
Shiong Han Wee	Chief Executive Officer	MYR 120,000	April 1, 2016
Kwueh Lin Wong	Chief Operations Officer	MYR 120,000	April 1, 2016

MOTOS AMERICA INC.

OnINDEX ~~August~~TO ~~24, 2021, MMT was~~CONSOLIDATED ~~sold~~FINANCIAL ~~to a third party and is no longer a subsidiary of the Company.~~STATEMENTS

~~Other~~FOR ~~than~~THE ~~set~~YEARS ~~out above and~~ENDED ~~below,~~JULY ~~there are no arrangements or plans in which we provide pension~~31, ~~retirement~~2022 orAND similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.2021

Equity Awards

	Page

Report of Independent Registered Public Accounting Firm (ID 6117)	F-2

Consolidated Balance Sheet	F-4

Consolidated Statement of Operations and Comprehensive Loss	F-5

Consolidated Statement of Changes in Stockholders' Deficit	F-6

Consolidated Statements of Cash Flows	F-7

Notes to the Consolidated Financial Statements	F-8

~~There are no options, warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of our executive officers was there:~~F-1

·REPORT ~~any~~OF ~~outstanding~~INDEPENDENT ~~option~~REGISTERED orPUBLIC other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);ACCOUNTING FIRM

·To ~~any~~the ~~waiver~~Board ~~or modification~~ of ~~any~~Directors ~~specified~~and ~~performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;~~Stockholders

19Motos America Inc.

·Salt ~~any~~Lake ~~option~~City, ~~or equity grant;~~Utah

·Opinion ~~any~~on ~~non-equity~~the ~~incentive~~Financial ~~plan award made to a named executive officer;~~Statements

·We ~~any~~have ~~non-qualified~~audited ~~deferred~~the ~~compensation~~accompanying ~~plans~~consolidated balance ~~including~~sheets ~~non-qualified~~of ~~defined~~Motos ~~contribution~~America ~~plans;~~Inc. or(the Company) as of July 31, 2022 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

·Consideration ~~any~~of ~~payment~~the Company’s ~~for~~Ability ~~any item~~ to beContinue ~~included~~as ~~under~~a ~~All~~Going ~~Other Compensation in the Summary Compensation Table.~~Concern

~~Director~~The ~~Compensation~~accompanying ~~Table~~financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses and has negative working capital which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~During~~Basis ~~our fiscal year ended July 31, 2021, we did not provide compensation to any of our employee directors~~ for serving as our director. We currently have no formal plan for compensating our employee directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time.Opinion

~~Non-Employee~~These ~~Director~~consolidated ~~Fees~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Our~~We ~~Compensation~~conducted ~~Committee~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and ~~Board~~perform ~~determines~~the audits to obtain reasonable assurance about whether the ~~form~~consolidated financial ~~and~~statements ~~amount~~are free of ~~compensation~~material ~~for~~misstatement, ~~our~~whether ~~non-employee~~due ~~directors~~to ~~based~~error onor ~~informal~~fraud. ~~surveys~~The ofCompany ~~similar~~is ~~companies and~~not ~~the~~required ~~amount~~to ~~necessary~~have, nor were we engaged to ~~attract~~perform, ~~and~~an ~~retain~~audit ~~such~~of ~~directors.~~its ~~For~~internal ~~the~~control ~~fiscal~~over ~~year~~financial ~~ended~~reporting. ~~July~~As ~~31,~~part ~~2021~~of our audit, we ~~accrued~~are ~~the~~required ~~fee~~to obtain an understanding of internal control over financial reporting, but not for ~~each~~the purpose of expressing an opinion on the effectiveness of the Company’s ~~our~~internal ~~non-employee~~control ~~directors~~over asfinancial ~~follows:~~reporting. Accordingly, we express no such opinion.

Name

Fees earned or paid in cash* ($)

Stock awards ($)

Option awards ($)

Non-equity incentive plan compensation ($)

Change in pension value and nonqualified deferred compensation earnings

All other compensation ($)

Total ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Pui Hold Ho (1)

9,000

–

9,000

Mun Wai Wong (2)

4,500

–

4,500

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~(1)~~Critical ~~Mr.~~Audit Ho was appointed to serve as a director of the Company on September 22, 2017. No fees were paid to Mr. Ho up to July 31, 2018. We began to accrue fees of USD1,000 per month for Mr. Ho from May 2018 onwards until April 2021. In connection with the change in control that is expected to consummate in the near future, Mr. Ho will forgive all fees due to him from the Company.Matters

~~(2)~~The critical ~~Mr.~~audit ~~Wong~~matter ~~was~~communicated ~~appointed~~below tois ~~serve~~a asmatter aarising ~~director~~from onthe ~~June~~current 1,period ~~2018.~~audit Noof ~~fees~~the ~~were~~consolidated ~~paid~~financial statements that was communicated or required to ~~Mr.~~be ~~Wong~~communicated upto the audit committee and that: (1) relates to ~~July~~accounts ~~31,~~or ~~2018.~~disclosures Wethat ~~started~~are material to ~~accrue~~the ~~fees~~consolidated offinancial ~~USD500~~statements ~~per~~and ~~month~~(2) ~~for~~involved Mrour especially challenging, subjective, or complex judgments. ~~Wong~~The ~~from~~communication of ~~June~~critical ~~2018~~audit ~~onwards~~matters ~~until~~does ~~April~~not ~~2021.~~alter Inin ~~connection~~any ~~with~~way our opinion on the ~~change~~consolidated infinancial ~~control~~statements, ~~that~~taken isas ~~expected~~a towhole, ~~consummate~~and inwe are not, by communicating the ~~near~~critical ~~future~~audit matter below, ~~Mr.~~providing ~~Wong~~a ~~will~~separate ~~forgive~~opinion ~~all~~on ~~fees~~the ~~due~~critical toaudit ~~him~~matter ~~from~~or on the ~~Company~~accounts or disclosures to which it relates.

~~Compensation Risk Management~~F-2

~~Our~~Business ~~Board~~Combinations ~~of directors~~ and ~~human~~ resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:Goodwill

·Critical ~~the~~Audit ~~alignment~~Matter ~~of pay philosophy, peer group companies and compensation amount relative to local competitive practices to support our business objectives; and~~Description

·The ~~effective~~Company ~~balance~~engaged ofin multiple ~~cash,~~acquisitions ~~short-~~ and ~~long-term~~these ~~performance~~transactions ~~periods,~~were ~~caps~~accounted onfor ~~performance-based~~as ~~award~~business ~~schedules~~combinations. Significant judgment is exercised by the Company in accounting for and ~~financial~~disclosing ~~metrics~~the components of these acquisitions in accordance with ~~individual~~the ~~factors~~acquisition agreements and ~~Board~~US GAAP, including determination of goodwill and ~~management~~impairment ~~discretion.~~considerations, and is primarily comprised of the following:

20· Evaluation of the acquisition agreements to identify and relevant terms. · Identification of classes of acquired assets and allocation of purchase price. · Treatment of contract terms that may impact the timing and valuation of acquired entities, as well as consideration transferred by the Company. · Determination of goodwill and any impairment during the periods presented.

~~Compensation~~Given ~~Committee~~these ~~Interlocks~~factors, ~~and~~the ~~Insider~~related audit effort in evaluating the Company's ~~Participation~~judgments in determining accounting and disclosure of business combinations was extensive and required a high degree of auditor judgment.

WeHow ~~have~~the ~~not~~Critical ~~yet~~Audit ~~established a~~Matter ~~Compensation~~Was ~~Committee.~~Addressed ~~Our~~in ~~Board of Directors performs~~ the ~~functions that would be performed by a compensation committee.~~Audit

~~During~~Our ~~the~~principal ~~fiscal~~audit ~~year~~procedures ~~ended July~~related ~~31,~~to ~~2021, none of our executive officers has served: (i) on~~ the ~~compensation~~Company's ~~committee~~business ~~(or other board committee performing equivalent~~combinations ~~functions~~included ~~or, in~~ the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; or (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant.following:

~~Compensation~~· ~~Committee~~We ~~Report~~evaluated the Company's significant accounting policies and estimates related to these business acquisitions for reasonableness. · We obtained the acquisition agreements and evaluated the Company’s identification and disclosure of acquisition agreement terms, including name and descriptions of the acquirees, acquisition date, percentage of voting interest acquired, reasons for the acquisitions, description of goodwill, and acquisition date fair value of assets obtained and liabilities assumed. · We examined the Company’s valuation of consideration transferred and liabilities assumed. · We evaluated the Company’s allocation of the purchase price and assessment of goodwill. · We evaluated the Company’s business combination disclosures for consistency with acquisition agreements and compliance with US GAAP.

~~Our~~/s/ ~~Board~~Pinnacle ~~has~~Accountancy ~~reviewed~~Group ~~and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the Board~~ of Directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in such filing.Utah

~~Submitted~~We byhave ~~members~~served ofas the ~~Board~~Company’s ofauditor ~~Directors:~~ since 2022.

~~Shiong~~Pinnacle ~~Han~~Accountancy ~~Wee~~Group of Utah

~~Kwueh~~(a ~~Lin~~dba ~~Wong~~of Heaton & Company, PLLC)

~~Pui~~Farmington, ~~Hold Ho~~Utah

~~Mun~~April ~~Wai~~5, ~~Wong~~2023

~~ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~F-3

~~The~~MOTOS ~~following~~AMERICA table sets forth, as of October 21, 2021 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:INC.

Name of Beneficial Owner	Amount (number of shares)		Percentage of Outstanding Shares of Common Stock
Shiong Han Wee (1)		82,089,140		13.8%
Kwueh Lin Wong (1)		79,393,540		13.4%
All executive officers and directors as a group (five persons)		161,482,680		27.2%

CONSOLIDATED BALANCE SHEET

(1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of October 21, 2021. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of October 21, 2021is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

	July 31,			July 31,
	2022			2021
Assets
Current Assets
Cash	$	1,088,837		$	542
Accounts receivable		197,554			–
Inventories		4,228,853			–
Subscription receivable		20,000			–
Other current assets		48,093			–
Total Current Assets		5,583,337			542

Property and equipment, net		863,565			–
Intangible assets		625,000			–
Operating lease right of use assets		2,045,489			–
Goodwill		445,539			–
Total Assets	$	9,562,930		$	542

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable	$	407,390		$	85,956
Accrued liabilities and other liabilities		306,202			967,189
Convertible notes payable		1,520,000			–
Convertible notes payable, net - related parties		1,703,309			–
Vehicle floor plan notes payable		2,583,818			–
Due to related party		285,317			1,248,070
Operating lease liabilities - current		512,986			–
Working capital loans - current		75,725			–
Current tax liabilities		–			21,199
Total Current Liabilities		7,394,747			2,322,414

Operating lease liabilities - noncurrent		1,556,984			–
Working capital loans - noncurrent		261,421			–
Due to related party - noncurrent		50,000			–
Deferred tax		–			9,236
Total Liabilities		9,263,152			2,331,650

Stockholders' Equity (Deficit)
Preferred stock: 30,000,000 shares authorized; $0.001 par value
Series A preferred stock, $0.001 par value, 10,000,000 shares designated; 33,334 shares issued and outstanding		33			–
Common stock: 1,000,000,000 shares authorized; $0.001 par value, 2,782,458 and 1,978,958 shares issued and outstanding, respectively		2,783			1,979
Additional paid in capital		10,075,705			5,550,412
Accumulated other comprehensive loss		–			(216,274	)
Accumulated deficit		(9,778,743	)		(7,667,225	)
Total Stockholders' Equity (Deficit)		299,778			(2,331,108	)

Total Liabilities and Stockholders' Equity (Deficit)	$	9,562,930		$	542

21The accompanying notes are an integral part of these consolidated financial statements.

(2) Applicable percentage ownership is based on 593,610,070 shares of common stock outstanding as of October 21, 2021, together with securities exercisable or convertible into shares of common stock within 60 days of October 21, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless otherwise noted, the business address of each beneficial owner listed is 25, Jalan Puteri 7/15, Bandar Puteri, 47100 Puchong, Selangor, Malaysia.. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.F-4

~~ITEM~~MOTOS ~~13.~~AMERICA ~~Certain Relationships and Related Transactions, and Director Independence~~INC.

~~The~~CONSOLIDATED ~~Company,~~STATEMENT inOF ~~the~~OPERATIONS ~~regular~~AND ~~conduct of business,~~COMPREHENSIVE has entered transaction with related parties in the form of cash or expenses paid on behalf of the related party and rendering of services. All advances are unsecured, due on demand and non-interest bearingLOSS

The table below show the breakdown of revenue generated from related party during the years ended July 31, 2021 and 2020:


	Years Ended
	July 31,
	2022			2021

Revenue
Vehicle sales	$	14,872,494		$	–
Parts, service and accessories		4,387,262			–
Finance and insurance		918,477			–
Total revenue		20,178,233			–
Cost of revenue		15,791,251			–
Gross profit		4,386,982			–

Operating expenses
Selling, general and administration		2,885,534			27,199
Professional fees		813,810			–
Payroll		2,841,641			–
Total operating expenses		6,540,985			27,199

Operating loss		(2,154,003	)		(27,199	)

Other income (expense)
Interest expense		(280,628	)		–
Other income		498,935			–
Other expense		(175,822	)		(1,523	)
Total other income (expense)		42,485			(1,523	)

Loss before provision for income taxes		(2,111,518	)		(28,722	)

Income tax expense		–			–

Net loss	$	(2,111,518	)	$	(28,722	)

Other comprehensive loss		–			(19,451	)

Comprehensive loss	$	(2,111,518	)	$	(48,173	)

Basic and diluted loss per common share	$	(0.93	)	$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted		2,278,885			1,978,958

Related Party

July 31, 2020

% of Revenues

July 31, 2021

% of Revenues

East Cloud Sdn Bhd

16,470

25%

–

Creative Property Management

6,390

10%

–

MIG Network and Consultancy Sdn Bhd

15,042

23%

–

TOTAL

37,902

–

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

East Cloud Sdn Bhd, Creative Property Management Sdn Bhd, and MIG Network & Consultancy Sdn Bhd are owned by our executive officers and directors, Shiong Han Wee and Kwueh Lin Wong. Messrs. Wee and Wong also serve as directors of these companies.F-5

AsMOTOS ofAMERICA July 31, 2021 and 2020, the Company was indebted to MIG Network & Consultancy Sdn Bhd, our related company, in the amount of $1,248,070 and $1,236,274, respectively, for advances and expenses incurred on behalf of the CompanyINC. ~~The amounts are included in due to related parties and are non-interest bearing, unsecured, and due on demand.~~

AsCONSOLIDATED ofSTATEMENT ~~July~~OF ~~31,~~CHANGES ~~2021~~IN ~~and 2020,~~STOCKHOLDERS’ weEQUITY ~~recognized a total of $Nil and $18,026, respectively, for manpower charge back to MIG O2O Berhad, our related company, which have been included in the statements of operations and comprehensive~~ (~~loss~~DEFICIT) ~~income.~~

During the years ended July 31, 2021 and 2020, we recognized the following transactions with MIG Network & Consultancy Sdn Bhd, our related company:


	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated Other Comprehensive Income			Accumulated			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		(Loss)			Deficit			(Deficit)

Balance, July 31, 2020		–	$	–		1,978,958	$	1,979	$	5,550,412	$	(196,823	)	$	(7,638,503	)	$	(2,282,935	)

Effects of foreign currency adjustment		–		–		–		–		–		(19,451	)		–			(19,451	)
Net loss		–		–		–		–		–		–			(28,722	)		(28,722	)
Balance, July 31, 2021		–		–		1,978,958		1,979		5,550,412		(216,274	)		(7,667,225	)		(2,331,108	)

Preferred stock issued for settlement of debt and deconsolidation of subsidiary		33,334		33		–		–		2,107,590		216,274			–			2,323,897
Common stock issued for cash		–		–		753,500		754		1,506,246		–			–			1,507,000
Common stock issued for exercise of warrant		–		–		50,000		50		49,950		–			–			50,000
Warrant issued with debts		–		–		–		–		291,583		–			–			291,583
Stock option vesting		–		–		–		–		63,522		–			–			63,522
Contribution to dealership		–		–		–		–		506,402		–			–			506,402
Net loss		–		–		–		–		–		–			(2,111,518	)		(2,111,518	)
Balance, July 31, 2022		33,334	$	33		2,782,458	$	2,783	$	10,075,705	$	–		$	(9,778,743	)	$	299,778

	As at July 31,
	2021		2020
Rental paid to	$	–	$	16,906
Legal fees paid to		–		6,700
Payroll outsourcing paid to		–		729

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

~~The above transactions have been included in the statements of operations and comprehensive (loss) income.~~F-6

22MOTOS AMERICA INC.

WeCONSOLIDATED ~~have~~STATEMENTS ~~not~~OF ~~adopted~~CASH policies or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.FLOWS

Director Independence


	Years Ended
	July 31,
	2022			2021

Cash Flows from Operating Activities:
Net loss	$	(2,111,518	)	$	(28,722	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		105,861			–
Stock-based compensation		63,522			–
Amortization of debt discount		29,857			–
Impairment of inventories		349,870			–
Amortization of right-of-use assets		347,156			–
Changes in operating assets and liabilities:
Accounts receivable		(197,554	)		–
Inventories		(1,697,003	)		–
Other current assets		(46,315	)		–
Accounts payable		407,390			2,498
Accrued liabilities and other liabilities		270,168			33,877
Operating lease liabilities		(322,675	)		–
Increase in borrowings from vehicle floor plan notes payable		1,033,744			–
Due to related party		–			11,796
Net Cash provided by (used in) Operating Activities		(1,767,497	)		19,449

Cash Flows from Investing Activities:
Purchase of property and equipment		(153,247	)		–
Acquisition of dealerships		(2,784,073	)		–
Net Cash used in Investing Activities		(2,937,320	)		–

Cash Flows from Financing Activities:
Proceeds from private placement		1,487,000			–
Proceeds from exercise of warrant		50,000			–
Proceeds from convertible notes payable		1,520,000			–
Proceeds from convertible notes - related parties		1,965,000			–
Proceeds from related party		1,357,460			–
Repayments to related party		(1,029,896	)		–
Repayments of working capital loans		(62,854	)		–
Contribution to dealerships		506,402			–
Net Cash provided by Financing Activities		5,793,112			–

Effects on changes in foreign exchange rate		–			(19,451	)

Net change in cash		1,088,295			(2	)
Cash, beginning of year		542			544
Cash, end of year	$	1,088,837		$	542

Supplemental cash flow information:
Cash paid for interest	$	225,146		$	–
Cash paid for taxes	$	–		$	–

Supplemental disclosure of non-cash financing activity
Initial recognition of right-of-use assets	$	2,392,645		$	–
Change in control - debt forgiveness	$	2,107,590		$	–
Warrants issued with debt instruments	$	291,583		$	–

~~Our~~The ~~board~~accompanying ofnotes ~~directors~~are ~~is currently composed of four members, two of whom do not qualify as~~ an ~~independent~~integral ~~director in accordance with the published listing requirements~~part of the NASDAQ Stock Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these consolidated financial determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our managementstatements.

~~ITEM 14. Principal AccountING Fees And Services.~~F-7

~~Our~~MOTOS ~~Audit~~AMERICA ~~Committee has adopted certain pre-approval policies and procedures which are more fully described in Exhibit 99~~INC.2.

~~The~~NOTES ~~following~~TO ~~table~~THE ~~sets~~CONSOLIDTAED ~~forth fees~~FINANCIAL billed by our auditors during the last two fiscal years for services rendered for the audit of our annual consolidated financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.STATEMENTS

	Years ended July 31,
	2021		2020
Audit fees (1)	US$	11,000	US$	4,000
Audit related fees (2)		–		–
Tax fees		–		–
All other fees (3)		–		–

JULY 31, 2022 AND 2021

(NOTE 1) ~~Audit~~– ORGANIZATION ~~Fees~~AND ~~represent~~GOING fees for professional services billed and to be billed in connection with the audit of our consolidated annual financial statements, the audit of the effectiveness of internal control over financial reporting and review of the quarterly financial statements and internal controls over financial reporting, and audit services in connection with statutory or regulatory filings, consents or other SEC matters.CONCERN

(2) Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”Organization

23The Company was incorporated under the laws of the State of Nevada on April 25, 2007 under the name “Contact Minerals Corp.,” and later changed its name to Weconnect Tech International, Inc. In November 2021 the Company filed Articles of Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.”

~~PART~~The IVCompany considers itself as a lifestyle company. The Company develops new open points, buys and operates BMW Motorcycle, Triumph Motorcycle and Ducati Motorcycle dealerships. It is the belief of the Company that these brands are not sold as practical transportation; instead, they are luxury items that buyers consume as part of a more extensive and exclusive lifestyle choice. The Company has acquired four dealerships and plans to acquire more existing dealerships and develop new “open point” dealerships.

~~ITEM~~The ~~15.~~Company’s ~~Exhibits~~business ~~and~~office ~~Financial~~is ~~Statement~~located at ~~Schedules~~510 South 200 West, Suite 110 Salt Lake City, Utah 84101.

~~The~~Change ~~following documents are filed as part~~ of ~~this report:~~Control

On September 27, 2021, certain sellers of shares of our common stock, including our former sole executive officer and director, Shiong Han Wee (collectively, the “Seller”), and our current chief executive officer, Vance Harrison (the “Buyer”) entered into a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the Buyer agreed to purchase from the Sellers an aggregate of 1,454,943 shares of common stock of the Company (the “Common Shares”) ~~Financial~~and ~~Statements~~33,334 shares of Series A Preferred Convertible Stock (the “Preferred Shares”). The Preferred Stock was issued to the Seller on September 24, 2021, as payment in full of all amounts owed by the Company ($2,323,897) and disposition of the subsidiary to the Seller.

~~Financial~~The ~~Statements~~transaction ~~are~~resulted ~~included~~ in ~~Part~~the ~~II,~~Buyer ~~Item~~having approximately 890% of ~~this~~the ~~report~~voting control.

~~(2)~~Reverse ~~Financial~~Stock ~~Statement~~Split ~~Schedules~~and Corporation Actions

NoOn ~~financial~~November ~~statement~~1, ~~schedules~~2021, ~~are~~the ~~included~~Board ~~because~~of Directors of ~~such~~the ~~schedules~~Company ~~are~~authorized ~~not~~a ~~applicable~~1-for-300 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock, ~~are~~par ~~not~~value ~~required~~$0.001 per share, oralong ~~because~~with ~~required~~a ~~information~~name ischange, ~~included~~and inelected ~~the~~to ~~consolidated~~apply ~~financial~~for ~~statements~~a new trading symbol and CUSIP number for orits ~~notes~~common ~~thereto~~shares.

On November 17, 2021, the Company, filed with the Secretary of the State of Nevada Amended and Restated Articles of Incorporation. These Restated Articles changed the name of the Company to Motos America Inc., and the Reverse Stock Split. On December 14, 2021, the Company, filed with the Financial Industry Regulatory Authority (3FINRA) ~~Exhibits~~and the Stock Split and corporate actions were effective as of June 16, 2022.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation (1)
3.3	Bylaws.(2)
4.1	Form of Common Stock Certificate (3)
4.2	Description of Securities (4)
14	Code of Ethics (5)
24	Power of Attorney*
31.1	Certification of Chief Executive Officer and Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
99.1	Audit Committee Charter.(6)
99.2	Pre-Approval Procedures. (6)
101.INS	XBRL Instance Document**
101.SCH	XBRL Schema Document**
101.CAL	XBRL Calculation Linkbase Document**
101.DEF	XBRL Definition Linkbase Document**
101.LAB	XBRL Label Linkbase Document**
101.PRE	XBRL Presentation Linkbase Document**

As a result of the Reverse Split, the number of authorized shares of Common and Preferred Stock was unchanged.

Notes:
(1)	Incorporated by reference from Exhibit 1 of our Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on October 18, 2017.
(2)	Incorporated by reference from our Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 1, 2007.
(3)	Incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 29, 2018.
(4)	Incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 29, 2019.
(5)	Incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 29, 2008.
(6)	Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2017.

All share and per share information in these financial statements retroactively reflect this Reverse Split.

*Filed Herewith.F-8

**Going ~~To be filed by amendment~~Concern

~~ITEM~~The ~~16.~~accompanying ~~form~~consolidated ~~10-k~~financial ~~summary~~statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

~~Not~~As ~~applicable~~of July 31, 2022, the Company had an accumulated deficit of $9,778,743, and net loss of $2,111,518 for the year ended July 31, 2022. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

24These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

~~SIGNATURES~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Pursuant~~Basis ~~to the requirements~~ of ~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Presentation

	WECONNECT TECH INTERNATIONAL, INC.
	(Registrant)
	By:	/s/Shiong Han Wee
		Shiong Han Wee
		Chief Executive Officer
	Dated:	October 26, 2021

The consolidated financial statements and related disclosures have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

~~Pursuant~~Basis ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:~~Consolidation

Signature	Title	Date
s/ Shiong Han Wee	Chief Executive Officer, Chief Financial Officer and Director
Shiong Han Wee	(Principal Executive Officer and Principal Financial Officer)	October 26, 2021
/s/ Kwueh Lin Wong* Kwueh Lin Wong	Secretary and Director	October 26, 2021
/s/ Pui Hold Ho* Pui Hold Ho	Director	October 26, 2021

The consolidated financial statements include the accounts of Motos America Inc. and its wholly owned subsidiaries, collectively referred to as the “Company.” All inter-company balances and transactions are eliminated in consolidation.

~~Representing~~Use ~~all~~ of ~~the members of the Board of Directors.~~Estimates

*The Bypreparation ~~/s/~~of ~~Shiong~~consolidated ~~Han~~financial ~~Wee~~statements in ~~Shiong~~accordance ~~Han~~with ~~Wee~~GAAP ~~Attorney-~~requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in-Fact** these estimates and assumptions.

**Cash Byand ~~authority~~Cash ~~of the power of attorney filed herewith~~Equivalents

25The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of July 31, 2022 and 2021, the Company had cash of $1,088,837 and $542, respectively, and did not have cash equivalents. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses related to these cash concentrations. The Company only uses highly rated financial institutions to hold its cash deposits.

F-9

Financial Instruments

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

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, other current assets, accounts payable, and accrued liabilities approximate fair value due to their short-term nature.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the lease term, if applicable. Following are the details of estimated useful lives and depreciation method:

	Useful Life	Depreciation method
Furniture, fixtures and equipment	5 years	Straight -line
Machinery and shop equipment	7 years	Straight -line
Vehicles	5 -7 years	Straight-line

Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Impairments are recognized when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value of the asset. Costs of significant additions, renewals, and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. See Note 6 — Property and Equipment, Net for additional information on property and equipment.

F-10

Business Combinations

In accordance with ASC 805-10, “Business Combinations,” the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Goodwill and Other Intangible Assets

Intangible assets are classified into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, recoverability tests must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, impairment tests must be performed at least annually, or more frequently if events or circumstances indicate that an asset may be impaired.

The Company has the option to perform a qualitative assessment of goodwill rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that this is the case, it must perform the impairment testing discussed above. Otherwise, the Company does not need to perform any further assessment.

Leases

The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in right-of-use assets, current portion lease liabilities, and operating lease liabilities on the accompanying consolidated balance sheets.

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company’s revenue consists primarily of pre-owned and wholesale vehicle sales. See Note 3 – Revenue for additional information on our significant accounting policies related to revenue recognition.

Cost of Revenue

Cost of vehicle sales includes the cost to acquire vehicles and the reconditioning and transportation costs associated with preparing the vehicles for resale. Reconditioning costs include parts, labor, overhead costs, and other vehicle repair expenses directly attributable to specific vehicles. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition. Cost of revenue also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value.

F-11

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs and expenses for compensation and benefits, advertising to consumers and dealers, development and operating our product procurement and distribution system, managing our logistics system, transportation cost associated with selling vehicles, establishing our dealer partner arrangements, and other corporate

Stock-Based Compensation

The Company recognizes compensation expense for stock options issued for services in accordance with ASC 718, “Compensation – Stock Compensation.” The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

Advertising and Marketing Expenses

Advertising and marketing costs are expensed as incurred and are included in sales and advertising expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Advertising and marketing expenses were $317,048 and $0, for the years ended July 31, 2022 and 2021, respectively.

Income Taxes

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year.

Net Loss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the year ended July 31, 2022, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. There were no potentially dilutive instruments outstanding during the year ended July 31, 2021.

F-12

For the year ended July 31, 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive.

	Shares
Series A Preferred Stock		3,333,334
Series A Convertible Bonds		330,000
Series B Convertible Bonds		146,000
Series A Convertible Debenture		450,000
Warrants		300,000
Stock options		620,000
Total		5,179,334

Inventories

Vehicle inventory is accounted for pursuant to ASC 330, Inventory and consists of vehicles held for sale or currently undergoing reconditioning and is stated at the lower of cost or net realizable value (“NRV”). Vehicle inventory cost is determined by specific identification. Parts, labor and overhead costs associated with reconditioning vehicles, as well as other incremental expenses associated with acquiring and reconditioning vehicles, are included in inventory. Each reporting period, the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or NRV through cost of revenue in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

All of the Company’s inventories consists of new and used vehicles, parts, accessories and apparel held for sale.

Accounts Receivable

Accounts receivable, which generally have thirty-day terms are recognized and carried at original invoice amount, less an allowance for uncollectible amounts, if applicable. The Company maintains an allowance for doubtful accounts at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by management based on collection experience and other factors affecting the accounts such as customer relationship and market factors.

Subscription Receivable

As of July 31, 2022, the Company had a subscription receivable from an employee for $20,000 for issuance of 10,000 shares of common stock. The amount was received on August 8, 2022.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its consolidated financial statements.

F-13

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity,” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On August 1, 2021, the Company adopted this standard in its consolidated financial statements and did not record beneficial conversion feature with issuance of conversion debts.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

NOTE 3 - REVENUE

Our revenue consists of new vehicle sales, retail and wholesale used vehicle sales, sales of finance and insurance products and sales of parts, service, accessories and apparel.

New and Used Powersports Vehicles

The Company sells new and used powersports vehicles, primarily motorcycles. The transaction price for a powersports vehicle sale is determined with the customer at the time of sale. Customers often trade in their own powersports vehicle to apply toward the purchase price of a retail new or used powersports vehicle. The trade-in powersports vehicle is a type of non-cash consideration measured at fair value, based on external and internal market data for a specific powersports vehicle, and applied as payment of the contract price for the purchased powersports vehicle.

When the Company sells a new or used powersports vehicle, transfer of control typically occurs at the point in time of the delivery of the vehicle to the customer, which is generally at the time of sale. At that point in time the customer is able to direct the use of and obtain substantially all benefits from the powersports vehicle at. In many cases, the Company arranges third-party financing for the retail sale of powersports vehicles to customers, in exchange for a fee paid to the Company by a third-party financial institution. The Company receives payment directly from the customer at the time of sale or from a third-party financial institution within a short period of time following the sale (referred to as “contracts in transit”). The Company establishes provisions, which are not significant, for estimated returns and warranties on the basis of both historical information and current trends.

Parts, Service and Accessories

The Company sells parts and vehicle services related to customer-paid repairs and maintenance, repairs and maintenance under manufacturer warranties and extended service contracts, and to a much lesser extent, collision-related repairs. The Company also sells parts through retail counter channels, and to a much lesser extent, parts are wholesaled to other businesses.

Each repair and maintenance service is a single performance transaction that includes both the parts and labor as well as shop supplies associated with the vehicle service. Payment for each vehicle service work is typically due upon completion of the service, which is generally completed within a short period from contract inception. The transaction price for repair and maintenance services is based on the parts used, the number of labor hours applied, and/or standardized hourly labor rates. The performance obligations for repair and maintenance service are satisfied over time and create an asset with no alternative use and with an enforceable right to payment for performance completed to date. Revenue is recognized over time based on a direct measurement of labor hours, parts and accessories that are allocated to open service and repair orders at the end of each reporting period. Repair orders that transit reporting periods are categorized as work-in-process. As a practical expedient, the time value of money is not considered since repair and maintenance service contracts have a duration of one year or less. The transaction price for wholesale and retail counter parts sales is determined at the time of sale based on the quantity and price of each product purchased. Payment is typically due at time of sale, or within a short period following the sale. The Company establishes provisions, which are not significant, for estimated parts returns based on historical information and current trends.

F-14

The delivery method of wholesale and retail counter parts vary. The Company generally considers control of wholesale and retail counter parts to transfer when the products are shipped, which typically occurs the same day as or within a few days of sale.

Finance and Insurance

The Company sells and receives commissions on the following types of finance and insurance products: extended service contracts, maintenance programs, guaranteed auto protection, tire and wheel protection, and theft protection products, among others. The Company offers products that are sold and administered by independent third parties, including the vehicle manufacturers’ captive finance subsidiaries.

Pursuant to the arrangements with these third-party providers, the Company sells the products on a commission basis. For the majority of finance and insurance product sales, the Company’s performance obligation is to arrange for the provision of goods and services by another party. The Company’s performance obligation is satisfied when this arrangement is made, which is when the finance and insurance product is delivered to the end customer, generally at the time of the vehicle sale. As an agent, the Company recognizes revenue in the amount of any fee or commission to which it expects to be entitled, which is the net amount of consideration that it retains after paying the third-party provider the consideration received in exchange for the goods or services to be fulfilled by that party.

There are no significant judgements or estimates required in determining the satisfaction of the performance obligations or the transaction price allocated to the performance obligations. As revenue is recognized at a point-in-time, costs to obtain the customer (i.e. commissions, advertising and the like) do not require capitalization.

Disaggregation of Revenue

Current accounting standards require that companies disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company has included its revenues disaggregated in its consolidated statements of operations and comprehensive loss to satisfy this requirement.

The Company‘s dealerships typically sell new BMW, Ducati, and Triumph motorcycles as well as a few smaller ancillary brands, as well as various brands of used motorcycles. The Company’s dealerships generate profit from:

	1.	Sales of new and used motorcycles
	2.	Sales of parts, service and accessories
	3.	Sales of finance and insurance (“F&I”) products incident to the purchase of the motorcycles

The significant majority of the Company’s revenue is from contracts with customers.

NOTE 4 – INVENTORIES AND VEHICLE FLOOR PLAN FINANCING

Inventory consists of the following as of July 31, 2022 and 2021:

Schedule of inventory	July 31,		July 31,
	2022		2021
New motorcycles	$	1,935,906	$	–
Used motorcycles		1,053,005		–
Parts		528,114		–
Inventory in transit		248,820		–
Tires		79,529		–
Accessories		53,116		–
Rider's apparel		276,468		–
Other		53,895		–
Total inventory	$	4,228,853	$	–

F-15

During the year ended July 31, 2022, the Company recorded impairment loss of inventory of $349,870.

Vehicle floor plan notes payable as of July 31, 2022 and 2021, was $2,583,818 and $0, respectively.

Floor plan notes payable reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Changes in vehicle floor plan notes payable- trade are reported as operating cash flows in the accompanying Consolidated Statements of Cash Flows.

New inventory costs are generally reduced by manufacturer holdbacks, incentives, floor plan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floor plan payables are reflective of the gross cost of the vehicle. The vehicle floor plan payables, as shown in the above table, will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability. Vehicle floor plan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within several business days after the related vehicles are sold. Vehicle floor plan facilities are primarily collateralized by vehicle inventories and related receivables.

New and used vehicle floor plan facilities generally utilize, US Prime Rate, Secured Overnight Financing Rate (“SOFR”), or Average Daily Balance (“ADB”)-based interest rates, which generally ranged between 7% and 15% as of July 31, 2022. The aggregate capacity to finance our inventory under the new and used vehicle floor plan facilities was $5,525,000 as of July 31, 2022.

Inventory serves as collateral under floor plan notes payable borrowings.

NOTE 5 - ACQUISITIONS

Effective March 1, 2022 the Company consummated the purchase of 100% of the membership interests in two Oregon LLCs: Cascade Moto Eugene, LLC and Cascade Moto Portland. These two Oregon LLCs were purchased by the Company’s CEO on August 15, 2021. The Company and two Oregon LLCs were under common control since August 15, 2021. Under ASC 805-50, Related Issues, the consolidated financial statements incorporate the Oregon LLCs financial results and financial information for all periods presented, at their historical carrying amounts. The assets, liabilities, and the results of the Oregon LLCs have been included in the historical results since August 15, 2021.

The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the Acquisition Date:


Fair Value of Consideration:
Cash	$	2,113,530
Working capital loan		300,000
Floor plan notes payable		1,124,622
Total purchase price	$	3,538,152

F-16

The following table summarizes the identifiable assets acquired assumed upon acquisition of the Oregon LLCs and the calculation of goodwill on acquisition date:

Summary of identifiable assets acquired
Total purchase price	$	3,538,152

Inventory		2,252,625
Property and equipment		566,179
Intangibles		475,000
Other assets		1,778
Other liability		(27,969	)

Goodwill	$	270,539

Effective March 14, 2022 the Company consummated the purchase of the assets of Bloodworth Motorsports, Inc, a Tennessee corporation. These assets constitute the BMW and Ducati Motorcycle dealership located in Nashville, TN.

The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the Acquisition Date:


Cash	$	670,543
Working capital loan		100,000
Floor plan notes payable		425,452
Total purchase price	$	1,195,995

The following table summarizes the identifiable assets acquired assumed upon acquisition of subsidiary and the calculation of goodwill on acquisition date:

Summary of identifiable assets acquired
Total purchase price	$	1,195,995

Inventory		629,095
Property and equipment		250,000
Intangibles		150,000
Other liability		(8,100	)

Goodwill	$	175,000

We recognized the assets and liabilities for these acquisitions based on our estimates of their acquisition date fair values. Based on the allocation of the fair value of the acquisition price, goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment.

F-17

From the date of acquisition until July 31, 2022, the acquired business contributed revenues of approximately $20,178,000 and loss from operations of $1,780,000, which are included in our Consolidated Statement of Operations and Comprehensive Loss for the year ended July 31, 2022. The seller has not maintained historical U.S. GAAP financial data and it is impracticable to prepare them, therefore, we could not provide supplemental pro forma information of the combined entities.

NOTE 6 – PROPERTY AND EQUIPMENT

The following table summarizes the components of the Company’s property and equipment as of July 31, 2022:

Schedule of property and equipment
Furniture and fixture	$	275,934
Machinery and shop equipment		498,597
Vehicles		194,895
		969,426
Accumulated depreciation		(105,861	)
Property and equipment, net of accumulated depreciation	$	863,565

Depreciation expense for the year ended July 31, 2022 and 2021 was $105,861 and $0, respectively.

During the years ended July 31, 2022 and 2021, the Company acquired property and equipment from acquisition of $816,179 and $0 and purchased property and equipment of $153,247 and $0, respectively.

NOTE 7 – INTANGIBLE ASSETS

During the year ended July 31, 2022, the Company acquired identifiable intangible assets totaling $625,000 via acquisition of dealerships (Note 5). These intangible assets consist of franchise dealership rights and have indefinite useful life. We test intangible assets for impairment annually at the reporting unit level, primarily using a discounted cash flow methodology. We believe use of a discounted cash flow approach is the most reliable indicator of the fair values of the businesses.

No instances of impairment were identified for the year ending July 2022.

NOTE 8 - GOODWILL

During the year ended July 31, 2022, the Company acquired powersports dealerships and recognized goodwill of $445,539 (see Note 5).

No instances of impairment were identified for the period of acquisition date through July 31, 2022.

NOTE 9 – EQUITY

Authorized

On November 18, 2021, the Company filed Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Nevada to authorize one billion (1,000,000,000) shares of common stock having a par value of $0.001 per share, and thirty million (30,000,000) shares of preferred stock having a par value of $0.001 per share. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.

F-18

Preferred Stock

The Company has designated one series of preferred stock, which is known as the Series A Preferred Stock (the “Series A Preferred”). The Board has authorized the issuance of 10,000,000 shares of Series A Preferred. The Series A Preferred Stock has the following rights and preferences:

Dividends: Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board, (a) dividends at a rate per annum to 3.5% plus all accrued and unpaid dividends that are payable on such share of Series A Preferred Stock, in each case as adjusted for any stock dividends, splits, combinations, and similar events, or (b) participating dividends of the same type as dividends or other distributions, whether cash, in-kind or other property payable or to be made on outstanding shares of Common Stock.

Liquidation Preference: The holders of Series A Preferred Stock have the first equitable right of distribution in the event of liquidation or winding up of the Company.

Voting Rights: The holders of Series A Preferred Stock have the voting rights equal to 100 votes per share on all matters submitted to a vote of the stockholders of the Corporation.

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock at the option of the holder thereof.

Mandatory Conversion Right: The Company has the right to convert each share of Series A Preferred Stock into 100 shares of Common Stock at any time.

On September 24, 2021, the Company issued 33,334 shares of Series A Preferred Stock valued at $344,835 as part of the change of control and disposition of subsidiary (see Note 1). As a result, the Company realized a gain on deconsolidation of our subsidiary and settlement of debt of $2,323,897 which we recognized as part of additional paid in capital.

As of July 31, 2022 and 2021, 33,334 and 0 shares of Preferred Stock were issued and outstanding, respectively.

Common Stock

The Company has authorized 1,000,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the year ended July 31, 2022, the Company issued 803,500 shares of common stock as follows:

	·	On October 18, 2021, the Company announced a private placement (i) 1,250,000 shares of common stock at price of $2.00 per share, (ii) warrants to purchase 1,000,000 shares of common stock (iii) Series A and B Convertible Bonds to purchase 1,000,000 shares of common stock and (iv) Series A Convertible Debentures to purchase 900,000 shares of common stock. The total offering was $9,500,100.

	·	Pursuant to the October 18, 2021 private offering, the Company issued 753,500 shares of common stock at price of $2.00 per share for proceeds of $1,487,000 in cash and $20,000 in subscription receivable that was subsequently collected on August 8, 2022.

	·	50,000 shares were issued for the exercise of warrants for $50,000.

As of July 31, 2022 and 2021, the Company had 2,782,458 and 1,978,958, respectively, shares of common stock issued and outstanding, respectively.

F-19

Stock Options

During the year ended July 31, 2022, the Company granted 625,000 stock options valued at $649,174 to the Company’s employees under individual employment agreements. The option vest on various schedules, ranging from 20% - 33% per year (3 – 5 years) based on individualized performance and longevity standards. During the year ended July 31, 2022, the Company recognized stock-based compensation expense of $63,522, and as of July 31, 2022, $585,652 remains unamortized. The intrinsic value of the 625,000 options outstanding as of July 31, 2022, is $200,000.

The following is a summary of stock option activity during the year ended July 31, 2022:

WAEP

WAL

Stock options

Weighted-Average

Outstanding

Exercise Price

Life (years)

Balance as of July 31, 2021

–

Grants

625,000

1.24

8.01

Exercised

–

Expiry

–

Balance as of July 31, 2022

625,000

1.24

7.76

Exercisable as of July 31, 2022

5,000

3.33

7.51

The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions, during the year ended July 31, 2022:

Schedule of assumptions
Expected term		3.00 - 5 years
Expected average volatility		68% - 80%
Expected dividend yield		–
Risk-free interest rate		1.56% - 2.88%

Warrants

Pursuant to a private placement offering, the Company issued thirty-five (35) Series A Warrants for $35, to related parties, which were assigned a fair value of $291,548 and were recorded as debt discounts to convertible notes payable. The debt discount is amortized over the term of convertible notes payable. These Warrants were issued in conjunction with additional debt investments made by the recipients.

Each Series A Warrant is for the purchase of 10,000 shares of common stock, which may be exercised for a period of 24 months beginning January 1, 2022 and ending December 31, 2023 at a strike price of $1.00 per share and the next period of 12 months beginning January 1, 2024 and ending December 31, 2024 at price of $2.00 per share. Unexercised warrants shall expire on January 1, 2025.

All warrants issued were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

Schedule of warrant assumptions	July 31,
	2022
Exercise price	$1.00 - 2.00
Expected term	2 years
Expected average volatility	73% - 83%
Expected dividend yield	–
Risk-free interest rate	0.53% - 2.47%

F-20

A summary of warrant activity during the year ended July 31, 2022 is as follows:

Schedule of warrant activity	Warrants Outstanding
	Number of			Weighted Average		Weighted Average Remaining Contractual Life
	warrants			Exercise Price		(in years)

Outstanding, July 31, 2021		–		$	–		–
Granted		350,000			1.00		2.00
Exercised		(50,000	)		1.00		–
Forfeited/canceled		–			–		–
Outstanding, July 31, 2022		300,000		$	1.00		1.48

Exercisable, July 31, 2022		300,000		$	1.00		1.48

The intrinsic value of the warrants as of July 31, 2022, is $300,000.

NOTE 10 – WORKING CAPITAL LOANS

On September 16, 2022, the Company borrowed working capital loans of $100,000 and $300,000. The interest rate of the loan is ICE Swap 5 year Rate plus 3.2%. The loans are repaid monthly for 60 months, $1,846.74 and $5,540.23, respectively.

During the year ended July 31, 2022, the Company repaid principal amount of $62,854 and interest expense of $11,016. As of July 31, 2022, the Company had working capital loans current portion of $75,725 and noncurrent portion of $261,421.

Future maturities at July 31, 2022 were as follows:

Schedule of maturities of debt
2023	$	75,725
2024		88,644
2025		88,644
2026		84,133
Thereafter		–
Total long term debt	$	337,146

NOTE 11 – CONVERTIBLE NOTES PAYABLE

During the year ended July 31, 2022, the Company issued convertible notes payable of $1,520,000, as follows:

Schedule of convertible notes payable
Series A Convertible Bonds	$	930,000
Series B Convertible Bonds		90,000
Series A Convertible Debentures		500,000
Total convertible notes payable	$	1,520,000

F-21

During the year ended July 31, 2022, the Company issued convertible notes payable to related parties of $1,965,000 as follows:


Series A Convertible Bonds	$	690,000
Series B Convertible Bonds		275,000
Series A Convertible Debentures		1,000,000
Total convertible notes payable, related parties		1,965,000
Debt discount from warrant issued		(261,691	)
Net convertible notes payable, related parties	$	1,703,309

During the year ended July 31, 2022, the Company recorded interest expense of $166,627 (related parties $99,619), amortization of debt discount of $29,857 and paid interest of $141,004 (related parties $83,561). As of July 31, 2022, the Company recorded accrued interest of $25,623 (related parties $16,058).

Series A Convertible Bonds

Series A Convertible Bonds (“A-Bonds”) are $1,000 face value bonds, bear a 6% coupon rate. Interest is accrued and payable on March 31, June 30, September 30, and December 31 each year from the date of issuance until the date of redemption or conversion into Shares. A-Bonds are convertible into Shares at the rate of 200 Common Shares each. The A-Bonds may be called or redeemed by the Company upon 60 days’ notice any time after July 1, 2024. Series A Convertible Bonds shall mature on December 31, 2028, on which date they shall be paid, together with any accrued interest to the registered owner, unless having been converted into Shares.

Series B Convertible Bonds

Series B Convertible Bonds (“B-Bonds”) are $1,000 face value bonds, with an 18% coupon rate. Interest shall be accrued and payable on March 31, June 30, the September 30, and the December 31each year from the date of issuance until the date of redemption or conversion into Shares. B-Bonds are convertible into Shares at the rate of 400 Shares each. B-Bonds shall mature on December 31, 2026. Series B Convertible Bonds are callable by the Company on 60 days' notice, any time after January 1, 2024.

Series A Convertible Debentures

Series A Convertible Debentures (“A-Debentures”) are $500,000 face value debentures. The A-Debentures bear an annual rate of 10% simple. Interest shall be accrued and payable on March 31, June 30, September 30, and December 31 each year. A-Debentures are convertible into Shares at the rate of 150,000 Shares each. A-Debentures shall mature on December 31, 2026, date they shall be paid, together with any accrued interest to the registered owner, unless having been converted into Shares.

NOTE 12 - LEASE

In August 2021, the Company took over a lease arrangement, which the original lease agreement was dated on July 20, 2021, by acquisition of dealership in Eugene Oregon. The lease expires on December 31, 2025 and monthly rent is $16,108 in 2021. The Calendar year 2022, rent shall be $16,913.40 per month, Calendar year 2023, rent shall be $17,759.07 per month, Calendar year 2024, rent shall be $18,647.02 per month, and Calendar year 2025, rent shall be $19,579.37 per month.

In August, 2021, the Company took over a lease arrangement, which the original lease agreement was dated on August 24, 2020, by acquisition of dealership in Eugene Oregon. The lease continued for a period of 65 months and monthly rent is $18,626.56 from October 1, 2020 to September 30, 2021, $19,185.36 from October 1, 2021 to September 30, 2022, $19,760.92 from October 1, 2022 to September 30, 2023, $20,353.75 from October 1, 2023 to September 30, 2024, $20,964.36 from October 1, 2024 to September 30, 2025, $21,593.29 from October 1, 2025 to September 30, 2026. The Company has a security deposit in the amount of $21,992.34.

F-22

On March 15, 2022, the Company entered into a lease arrangement as the tenant of a dealership in Nashville Tennessee. The lease began on March 15, 2022 and is to be continued for a period of 60 months. Base rent is $10,000 for years one and two of the Lease. At the beginning of the Third Lease Year the rent will be increased by the cost of living increase comparing the end of the Second Lease Year to the first day of the First Lease Year using the then current CPI Index for All Urban Consumers published by the U.S. Government. Once established the Base Rent shall remain the same for years three, four and five.

As of July 31, 2022 and 2021, the Company recognized operating lease right-of use assets and lease liabilities, which had balances as follows:

	July 31,		July 31,
	2022		2021
Operating lease ROU asset	$	2,045,489	$	–

	July 31,		July 31,
	2022		2021
Operating lease liabilities:
Current portion	$	512,986	$	–
Non-current portion		1,556,984		–
	$	2,069,970	$	–

The following summarizes right-of use asset and lease information about the Company’s operating lease as of July 31, 2022:

Lease cost:
Operating lease cost	$	385,448

Other information:
Cash paid for operating cash flows from operating leases	$	360,969
Right-of-use assets obtained in exchange for new operating lease liability	$	2,392,645

Weighted-average remaining lease term — operating leases (year)		3.76
Weighted-average discount rate — operating leases		2.89%

Future minimum lease payments under the operating lease liability has non-cancelable lease payments at July 31, 2022 as follows:


Year Ended July 31,	Total
2023	$	564,860
2024		582,384
2025		600,642
2026		367,792
2027		70,000
Thereafter		–
Total lease liability	$	2,185,678

F-23

NOTE 13 – RELATED PARTY TRANSACTIONS

Put Option

On December 31, 2021, the Company issued to our CEO, a put option to sell or put up to 200,000 shares at the price of $7.50 per share ($1,500,000). The put option is exercisable at any time during the four (4) year period, beginning on December 1, 2023 and ending on December 1, 2027. As of July 31, 2022, the Company has not recognized a liability for the option as it is currently not exercisable.

Due to Related Party

During the year ended July 31, 2022, the Company entered into a line of credit agreement with its CEO for up to $1,000,000. Upon advancing funds to the Company, the advance will be designated as either short-term, which may be called at any time on 30 days notice or long-term which may be called upon with 12 months notice. The line of credit is unsecured and bears 3% interest per annum. During the year ended July 31, 2022, our CEO advanced $1,357,460 and the Company repaid $1,029,896 leaving a total balance owed of $335,317.

As of July 31, 2021, the Company was obligated to the former management of $1,248,070 and it was forgiven in September 2021, as a part of the change of control.

NOTE 14 – INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the federal statutory rate of 21% to the income tax amount recorded as of July 31, 2022 and 2021 are as follows:

Reconcilation of income tax	July 31, 2022			July 31, 2021
Net operating carryforward	$	(2,111,518	)	$	(7,667,225	)
Effective tax rate		21%			21%

Tax benefit of net operating loss carryforward		443,419			1,610,117
		(94,346	)		–
Valuation allowance		(349,073	)		(1,610,117	)
Deferred income tax assets	$	–		$	–

Deferred tax assets consist of the following components as of July 31, 2022 and 2021:

Schedule of deferred tax assets	July 31,			July 31,
	2022			2021
Deferred tax assets
Net operating loss carryover	$	349,073		$	1,610,117
Increase in valuation allowance		(349,073	)		(1,610,117	)
Net deferred tax asset	$	–		$	–

F-24

The net operating losses (“NOLs”) carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company experienced a change in control for tax purposes in September 2021. Due to change of control, the Company estimates not being able to carryover approximately $1,600,000 of NOL generated before September 2021 to offset future income.

At July 31, 2022, the Company had approximately $1,662,000 of net operating loss carryforwards that may be offset against future taxable income. No tax benefit has been reported in the July 31, 2022 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Tax returns for the years ended 2014 and forward are subject to review by the tax authorities.

NOTE 15 – CONCENTRATION OF CREDIT RISK

Interest rate

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its vehicle floor plan financing due to fluctuations in interest rates. The Company manages interest rate risk by seeking financing terms in individual arrangements that are most advantageous taking into account all relevant factors, including credit margin, term and basis. The risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company.

Vendor concentration

For the year ended July 31, 2022, the Company is heavily dependent on vendor concentrations and vehicle floor plans through our dealer relationships with BMW, Ducati and Triumph.

NOTE 16 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were issued.

Subsequent to July 31, 2022, the Company issued debt as follows:

	·	14% interest note payable of $3,500,000 with due on October 1, 2024.
	·	10% interest note payable of $1,000,000 with due on December 1, 2024.
	·	Series A convertible bond of $30,000.
	·	5.5% interest Series C Convertible Bonds of $20,000.
	·	6% internet Series D Convertible Bonds of $25,000.

Subsequent to July 31, 2022, the Company issued common stock as follow:

	·	932,125 shares of common stock for conversion of debt of $3,530,000.
	·	3,333,334 shares of common stock for conversion of 33,334 shares of preferred stock.
	·	31,500 shares of common stock for $31,500.

F-25

Filing Compare · Motos America, Inc.