Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars"
or "$" refer to the legal currency of the United States. Throughout this report,
assets and liabilities of the Company's subsidiaries are translated into U.S.
dollars using the exchange rate on the balance sheet date. Revenue and expenses
are translated at average rates prevailing during the period. The gains and
losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders' equity.
Overview
We were an IT-solutions provider that provided a multi-dimensional e-commerce
platform to facilitate shopping, business, trade and integrates online & office
transactions in a single application through our operating subsidiary MIG Mobile
Tech Sdb. Bhd. ("MMT") . Prior to June 2019, we developed and operated a mobile
platform designed to consolidate users' cash and connect merchants to consumers
by offering a cashless form of transaction, in-app shopping and a user rewards
system. On June 2019, we ceased the operation of the platform but continue to
maintain our IT solution business operations. For the three months ended October
30, 2021, and 2020, we generated comprehensive losses of $24,887,015 and
$64,540, respectively.
On June 20, 2021, the Corporation and Ng Chee Chun, an individual ("Purchaser")
entered into that certain Share Sale Agreement pursuant to which the Corporation
sold to the Purchaser all shares of MMT held by the Corporation in consideration
of Malaysia Ringgit One Thousand. The sale consummated and was registered with
the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on
August 24, 2021. As a result, MMT is no longer a subsidiary of the Corporation.
On September 27, 2021, the Corporation, certain sellers of shares of our common
stock, including our sole executive officer and director Shiong Han Wee
(collectively, the "Sellers"), and Moto America, Inc.(the "Buyer") entered into
a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the
Buyer agreed to purchase from the Sellers an aggregate of 436,482,690 shares of
common stock of the Company (the "Common Shares") and 10,000,000 shares of
Series A Preferred Convertible Stock (the "Preferred Shares"). The Preferred
Stock will be issued to Shiong Han Wee as payment in full of all amounts owed by
the Company to Mr. Wee. The sale of the Common Shares and the Preferred Shares
is expected to consummate in the near future. The securities were sold pursuant
to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as
amended, and Regulation D promulgated thereunder.
In connection with the sale of such securities, all of the executive officers
and directors of the Corporation will resign from their positions with the
Corporation and the following individuals will be appointed to serve in the
capacities set forth next to their names as described below:
Name Position
Vance Harrison Chief Executive Officer, President and Director
Terina Liddiard Chief Financial Officer, Secretary and Director
Taylor Brody Chief Marketing Officer and Director
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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.
On November 18, 2021, we filed an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Nevada, changing the
name of the Company to MOTOS AMERICA INC. The Amended articles further
memorialized a one share for 300 reverse share split of the common and preferred
shares outstanding to be effective on December 1, 2021. These actions have yet
to be approved by FINRA.
On November 21, 2021, the Company began the process of qualifying with BMW
Motorrad North America, Triumph Motorcycles North America, and Ducati North
America ("Brands" or "Brand Owners") for the acquisition of three motorsports
dealerships in Oregon, USA, and one motorsport dealership in Tennessee, USA.
Each of these motorsports dealerships sells and service these three motorcycle
Brands. The Company must be qualified as a buyer before entering into binding
contracts to acquire any of these dealerships. The Company has received
indications of interest from the ownership of these four dealerships that lead
the Company to believe that they might be able to reach terms acceptable to both
parties whereby the Company may become the owner of such dealerships, provided
that the Company is qualified by the Brand Owners, and provided that the Company
has sufficient funding to accomplish these acquisitions.
Financial Condition; Going Concern
We 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 operations. We
have no assurance that future financing will be available to us on acceptable
terms, or at all. If financing is not available on satisfactory terms, we may be
unable to continue our business plan. 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 of finding an acquisition partner.
Our financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. As of
October 31, 2021, the Company had working capital deficit of $7,210 and has
incurred losses since its inception resulting in an accumulated deficit of
$26,322,906. Further losses are anticipated, raising substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustment that might result from the outcome of this
uncertainty.
The ability to continue as a going concern is dependent upon the Company finding
an acquisition partner in the future and/or to obtain the necessary financing to
meet its obligations. Management intends to finance operating costs over the
next twelve months with loans from directors and/or private placements of common
stock.
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Results of Operations
The following table provides selected financial data about our company as of
October 31, 2021 and 2020.
For the Three Month Ended
October 31,
2021 2020
Revenue $ - $ -
Cost of Revenue - -
Gross Margin - -
Operating Expense:
General and Administrative Expense (7,750 ) (7,226 )
Total Operating Expense (7,750 ) (7,226 )
Net Income / (Loss) from Operation (7,750 ) (7,226 )
Other Income /(Expense)
Debt Forgiveness 36,000 -
Loss on sales of subsidiary (24,915,265 ) -
Other Expenses - (6,369 )
(24,879,265 ) (6,369 )
Net Loss (24,887,015 ) (13,595 )
Other Comprehensive Loss:
Translation adjustment - (50,945 )
- (62,540 )
Comprehensive Loss $ (24,887,015 ) $ (64,540 )
Revenue. There were no revenue generated for the three months period ended
October 31, 2021, and 2020.
Gross Profit. There were no gross profit generated for the three months period
ended October 31, 2021, and 2020
General and Administrative Expenses. General and administrative expenses were
$7,750 and $7,226 for the three months ended October 31, 2021, and 2020,
respectively. The general and administrative expenses was primarily the
professional fee incurred during the period.
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Net Loss. We recorded a net loss of $24,887,015 and $13,595 for the three months
ended October 31, 2021, and 2020, respectively. The substantial net loss
incurred is primarily attributable to the loss from the disposal of subsidiary
during the period.
Liquidity and Capital Resources
Working Capital
October 31,2021 July 31, 2021
Current Assets $ 539 $ 542
Current Liabilities (7,750 ) (2,322,414 )
Working Capital Deficit $ (7,211 ) $ (2,321,872 )
We had current assets of $539 consisting solely of cash and cash equivalents as
of October 31, 2021. Our current liabilities of $7,750 consisted of other
payables and accrued liabilities.
As of July 31, 2021, we had current assets of $542 and current liabilities of
$2,322,414. Our current assets consisted solely of cash and cash equivalents.
Our current liabilities consisted of $1,248,070 of amount due to related
parties, $967,189 of other payables and accrued liabilities, $85,956 of accounts
payable and $21,199 of current tax liabilities.
Cash Flows
Three Months
Ended Three Months Ended
October 31,
2021 October 31, 2020
Net Cash (Used in) / Provided by Operating Activities $ (20,763,307 ) $ (2 )
Net Cash Provided by Investing Activities $ - $ -
Net Cash Provided by Financing Activities $ 20,763,304 $ -
Cash Flow from Operating Activities
During the three months ended October 31, 2021, net cash used in operating
activities was $20,763,307 and consisted primarily of a net loss of $24,887,015
and reduction in taxation and deferred tax of $30,435, reduction in amount due
to related party of $1,248,070, reduction is account payable of $85,956 and
reduction of other payables and accrued liabilities of $959,439, offset by the
adjustment to reserve of $6,231,334 and foreign translation reserve of $216,274.
Cash Flow from Investing Activities
During the three months ended October 31, 2021, investing activities provided
net cash of $20,753,304 from the additional paid in capital and $10,000 from
issuance of preferred stock. No net cash provided or used for during the period
ended October 31, 2020
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Financing Requirements
During the twelve-month period following the date of this quarterly report, we
anticipate that we will not generate sufficient operating revenue. Accordingly,
we will be required to obtain additional financing in order to pursue our plan
of operations during and beyond the next twelve months. We anticipate that
additional funding will be in the form of equity financing from the sale of our
common stock or shareholder loans. However, there is no assurance that we will
be able to raise sufficient funding from the sale of our common stock to fund
our business plan should we decide to proceed.
We anticipate continuing to rely on equity sales of our common shares and
advances from our executive officers and directors 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 business operations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("U.S. GAAP") requires
estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent assets
and liabilities in the consolidated financial statements and accompanying notes.
The SEC has defined a company's critical accounting policies as the ones that
are most important to the portrayal of the company's financial condition and
results of operations, and which require the company to make its most difficult
and subjective judgments, often as a result of the need to make estimates of
matters that are inherently uncertain. Based on this definition, we have not
identified any additional critical accounting policies and judgments. We also
have other key accounting policies, which involve the use of estimates,
judgments and assumptions that are significant to understanding our results,
which are described in note 2 to our financial statements. Although we believe
that our estimates, assumptions and judgments are reasonable, they are based
upon information presently available. Actual results may differ significantly
from these estimates under different assumptions, judgments or conditions.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations.
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