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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended August 31, ~~2020~~2021

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

For the transition period from ______________ to______________

Commission file number 333-200629

BOATIM INC.

(Exact name of registrant as specified in its charter)

Nevada

84-4779679

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7950 NW 53rd Street, Suite 337, Miami, FL 33166

(Address of registrant’s principal executive offices)

Registrant’s telephone number, including area code: (305) 239-9993

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

None		N/A
Title of each class		Name of each exchange on which registered

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

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 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 and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $1246,~~180~~602,~~007~~754 based upon the price ($0.7090) at which the common stock was last sold as of ~~August~~February 3128, ~~2020~~2021, the last business day of the registrant’s most recently completed fiscal year, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. As of December 30, 2021, there were 53,711,394 common shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated into the text by reference.

Part I
Item 1	Business	34
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	10
Item 3	Legal Proceedings	10
Item 4	Mine Safety Disclosures	10
Part II
Item 5	Market for Registrant's Common Equity and Related Stockholder Matters	11
Item 6	Selected Financial Data	12
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	1312
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	14
Item 8	Financial Statements and Supplementary Data	15
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	2933
Item 9A	Controls and Procedures	2933
Item 9B	Other Information	3034
Part III
Item 10	Directors, Executive Officers, and Corporate Governance	3134
Item 11	Executive Compensation	3335
Item 12	Security Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters	3537
Item 13	Certain Relationships and Related Transactions and Director Independence	3538
Item 14	Principal Accountant Fees and Services	3741
Part IV
Item 15	Exhibits, Financial Statements Schedules	3842
Signatures		3943

2 ~~Table of Contents~~

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

General

Our financial statements are stated in United States dollars ($US) and are prepared in accordance with the United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, “Boatim" mean Boatim Inc., unless the context clearly requires otherwise.

ITEM 1. BUSINESS

General Information

Following the acquisition and subsequent investment into the further development of the Boatim trading platform, Boatim Inc. successfully launched its online boat trading marketplace platform (boatim.com) during the fiscal year ended August 31, ~~2020~~2021, making it the company’s primary business activity.

Boatim Inc. was incorporated in the State of Nevada as Emerald Data Inc., a for-profit company on August 15, 2014 and established a fiscal year end of August 31. On January 24th, 2019, the company name was changed to Boatim Inc. On April 29, 2019, Mr Wolfgang Tippner was appointed as a ~~new~~ director and CEO of the company. On ~~November~~June 0722, ~~2019~~2021, the Company’s entered into an employment agreement with Mr. Joseph Johnson, as a member of the Board of Directors ~~approved~~and aas 3Chief ~~for~~Executive 1Officer. ~~Reverse~~Mr. ~~stock~~Tippner ~~Split.~~resigned ~~All~~from ~~share~~his ~~amounts~~position ~~have~~as ~~been~~CEO ~~retroactively~~and ~~adjusted~~Mr. toJohnson ~~reflect~~began ~~the~~his ~~reverse~~tenure ~~stock~~on ~~split~~July 2, 2021.

3The ~~Table~~largest shareholder of ~~Contents~~Boatim Inc. with a holding of 32,766,667 shares of common stocks is JTT Global Ventures Ltd. That position represents 63.28% of the Company’s voting rights.

OnBoatim, ~~June~~Inc. ~~10,~~established ~~2020,~~Boatim MrEurope S.L. ~~Patrick~~(“Boatim ~~Burkert~~Europe”) ~~was~~as ~~appointed~~a asprivate ~~Director~~limited &company ~~Chief~~pursuant ~~Marketing~~to ~~Officer,~~the ~~followed~~laws byof ~~Mr.~~Spain ~~Chris~~on ~~Roy~~December 18, ~~who~~2019, ~~was~~with ~~appointed~~the ~~Director~~Company &having ~~Chief~~indirect ~~Product~~control ~~Officer~~of one hundred percent of the ~~Company~~issued onand ~~June~~outstanding ~~15,~~membership ~~2020~~interests of Boatim Europe. Boatim Europe commenced operations in February 2020 and is engaged in the business of providing software development, marketing, and selling services for Boatim Inc.

~~The~~All ~~largest~~membership ~~shareholder~~interests of Boatim ~~Inc.~~Europe ~~with~~are acurrently ~~holding~~held in trust by the Company´s CEO for practical reasons and only until the formal transfer into the name of 32Company has been completed according to the requirements of applicable Spanish law. In December 2020,~~766,667~~ ~~shares~~the Company finalized the process of ~~common~~collecting ~~stocks~~and issubmitting ~~JTT~~all ~~Global~~required ~~Ventures~~paperwork ~~Ltd.~~to ~~That~~the ~~position~~Spanish ~~represents~~authorities 64to enter Boatim Inc.~~88%~~ as direct owner on public records in Spain, making Boatim Europe a wholly owned subsidiary of the Company~~’s voting rights~~.

~~Boatim,~~On ~~Inc.~~February ~~established~~27, ~~Boatim~~2020 ~~Europe~~the ~~S.L.~~Company ~~(“Boatim~~received ~~Europe”)~~OTC asapproval aon ~~private~~its ~~limited~~uplisting ~~company pursuant~~ to the ~~laws~~OTCQB ofventure ~~Spain~~market onexchange, ~~December~~which ~~18,~~is ~~2019,~~a ~~with~~well ~~the~~recognized ~~Company~~trading ~~having~~market ~~indirect~~for ~~control~~smaller offast ~~one~~growing ~~hundred~~companies ~~percent~~which ofmeet ~~the~~certain ~~issued~~reporting and ~~outstanding~~transparency ~~membership~~procedures, ~~interests~~which ofare ~~Boatim~~a ~~Europe.~~prerequisite ~~Boatim~~to ~~Europe~~be ~~commenced~~admitted ~~operations~~to inthis ~~February~~market. ~~2020~~The ~~and~~Company istrades ~~engaged~~under in the ~~business~~ticker ofsymbol ~~providing software development, marketing, and selling services for Boatim Inc~~“BTIM”.

~~All~~On ~~membership~~May ~~interests~~29, of2020, ~~Boatim~~the ~~Europe~~uplisting ~~are~~was ~~currently~~followed ~~held in trust~~ by ~~the Company~~DTC´s ~~CEO~~confirmation ~~for practical reasons~~ and ~~only~~setting ~~until~~live ~~the formal transfer into the name~~ of ~~Company has been completed according to~~ the ~~requirements of applicable Spanish law. This process has been initiated and is currently pending provision of formalized~~ Company´s ~~documentation~~stock ~~from~~DWAC ~~the~~capability, ~~USA.~~a ~~Such~~technical ~~documents~~back-end ~~are~~feature ~~being~~allowing ~~prepared~~brokers ~~and expected~~ to ~~arrive~~clear ~~shortly with~~ the ~~Spanish~~Company´s ~~authorities.~~stocks ~~Management~~directly ~~expects~~broker ~~this transfer process~~ to bebroker ~~completed~~– ~~within~~a ~~the~~capability ~~year.~~allowing ~~Meanwhile~~for ~~Boatim~~fast ~~Europe is operated~~ and ~~treated~~seamless ~~for~~settlements ~~tax~~ and ~~other~~thus ~~purposes~~commonly asbetter iftrading itvolumes ~~were~~in ~~already~~ a ~~wholly-owned subsidiary of the Company~~stock.

On February 27, 2020 the Company received OTC approval on its uplisting to the OTCQB venture market exchange, which is a well recognized trading market for smaller fast growing companies which meet certain reporting and transparency procedures, which are a prerequisite to be admitted to this market. The Company trades under the ticker symbol “BTIM”.4

OnPrincipal ~~May 29~~Products, ~~2020~~Services, ~~the uplisting was followed by DTC´s confirmation~~ and ~~setting~~Their live of the Company´s stock DWAC capability, a technical back-end feature allowing brokers to clear the Company´s stocks directly broker to broker – a capability allowing for fast and seamless settlements and thus commonly better trading volumes in a stock.Markets

~~Principal~~Since ~~Products,~~the ~~Services,~~acquisition of the Boatim software platform and ~~Their~~the ~~Markets~~creation of an additional business line, management has focused on operating a global online boat marketplace as its primary business line.

~~Since~~We intend to combine our strengths in data-driven technology businesses, the ~~acquisition~~growing online boating community, and our digital marketing capabilities to offer a rolling subscription for service model of access to the Boatim ~~software~~ platform for the extensive market of global boat dealers, and intend to establish steady revenue streams this way. Our connection with the ~~creation~~online communities in key markets, as well as our presence in the key boating communities of anFlorida ~~additional~~and ~~business~~Barcelona, ~~line~~Spain, ~~management~~will ~~has~~be ~~focused~~of onsubstantial ~~operating~~benefit awhen ~~global~~further ~~online~~rolling ~~boat~~out our online marketplace product to dealers. Dealers will be able to purchase additional options to boost their listings, for example “Featured Listings”. In order to make the process as smooth and seamless as possible for new customers, Boatim recently launched in beta its ~~primary~~Smart ~~business~~Connected ~~line.~~InventoryTM offering, allowing dealers to automatically connect and manage their inventory on the Boatim platform.

WeWith ~~intend to combine our strengths in data-driven technology businesses,~~ the ~~growing online boating community, and our digital marketing capabilities to offer a rolling subscription for service model of access to the~~ Boatim platform ~~for~~intended ~~the~~to ~~extensive~~attract ~~market~~many ~~of global~~ boat ~~dealers,~~owners and ~~intend~~sellers, towe ~~establish~~are ~~steady~~creating ~~revenue~~a ~~streams~~growing ~~this~~social ~~way.~~and ~~Our~~commercial ~~connection~~community ~~with~~around the ~~online~~subject ~~communities~~of inboats. ~~key~~The ~~markets,~~community aswill ~~well~~be asenhanced ~~our~~by ~~presence~~relevant ~~in the key~~ boating ~~communities~~content offrom ~~Florida~~various ~~and Barcelona~~sources, ~~Spain,~~including ~~will~~internally bedeveloped ofby ~~substantial~~Boatim’s ~~benefit~~own ~~when further rolling out our online marketplace product to dealers~~team. ~~Dealers~~As ~~will~~the becommunity ~~able~~grows toin ~~purchase~~size ~~additional~~and ~~options to boost their listings~~activity, ~~for~~it ~~example~~is ~~“Featured~~intended ~~Listings”. In order~~ to ~~make~~attract ~~the~~boat ~~process~~manufacturers, asboat ~~smooth~~show promoters, and ~~seamless~~other astrade ~~possible for new customers~~players, ~~Boatim~~which ~~recently~~will ~~launched~~create inan ~~beta~~additional ~~its~~revenue ~~Smart~~stream ~~Connected~~for ~~InventoryTM~~paid ~~offering,~~advertising ~~allowing dealers to automatically connect~~ and ~~manage~~sponsored ~~their inventory on the Boatim platform~~content.

With the Boatim platform intended to attract many boat owners and sellers, we are creating a growing social and commercial community around the subject of boats. The community will be enhanced by relevant boating content from various sources, including internally developed by Boatim’s own team. As the community grows in size and activity, it is intended to attract boat manufacturers, boat show promoters, and other trade players, which will create an additional revenue stream for paid advertising and sponsored content. Marketing

4To ~~Table~~extend ofand ~~Contents~~publicize the latest industry trends, and promote its clients’ listings, Boatim Inc. intends to use direct and online marketing methods attract visitors to the platform to advertise their business.

~~Marketing~~We intend to further expand the business with affiliate programs which will over time offer buyers a broader scope of services needed to successfully complete the hassle-free acquisition of a boat, including insurance, financing, and contract services. Where customers are referred through an affiliate program and ultimately make a completed purchase, we intend to receive a revenue share from the affiliate partner.

ToMarket extend and publicize the latest industry trends, and promote its clients’ listings, Boatim Inc. intends to use direct and online marketing methods attract visitors to the platform to advertise their business.Overview

WeThe ~~intend~~world tohas ~~further~~arrived ~~expand~~solidly in the ~~business~~next ~~with~~generation ~~affiliate~~of ~~programs~~connectivity ~~which~~and ~~will~~digital ~~over time offer buyers a broader scope of~~ services ~~needed~~and toproducts. ~~successfully~~Regardless ~~complete the hassle-free acquisition~~ of ~~a boat~~industry, ~~including~~digital ~~insurance,~~marketing ~~financing,~~ and ~~contract~~selling ~~services.~~is ~~Where~~increasingly ~~customers~~used ~~are~~as ~~referred~~a ~~through~~company’s anprimary ~~affiliate~~marketing ~~program~~tool ~~and~~for ~~ultimately~~sales ~~make~~and ~~a completed purchase~~services, wethus ~~intend~~increasing tomarket ~~receive~~reach aand ~~revenue~~even ~~share~~introducing ~~from~~entirely ~~the~~new ~~affiliate~~distribution ~~partner~~channels.

~~Market~~The ~~Overview~~boating market has 24.2 million private boat owners, and more than 1.5 million used boats are traded annually. For every boat owner, there are 5 prospective owners or those who are seriously interested in owning one. We estimate that there are over 100,000 relevant participants in the boat and yacht industry worldwide.

~~The~~According ~~world~~to ~~has~~research ~~arrived~~by ~~solidly~~Grand inView ~~the~~Research, ~~next~~Inc., ~~generation~~in of2019 ~~connectivity~~the ~~and~~global ~~digital~~market ~~services~~size ~~and~~for ~~products.~~the ~~Regardless~~new ~~of industry, digital marketing~~ and ~~selling is increasingly~~ used asleisure aboat ~~company’s~~market ~~primary~~was ~~marketing~~$39.75 ~~tool~~billion, and for ~~sales~~the ~~and~~leisure ~~services,~~boat ~~thus~~rental ~~increasing~~ market, ~~reach~~$6.5 ~~and even introducing entirely new distribution channels~~billion.

~~The~~Initial ~~boating~~observations ~~market~~and ~~has~~media ~~24.2~~articles ~~million~~indicate ~~private~~that ~~boat~~boating ~~owners,~~as a leisure and ~~more~~recreational ~~than~~activity ~~1.5~~has ~~million~~not ~~used~~suffered ~~boats~~from ~~are~~a ~~traded~~loss ~~annually.~~of ~~For~~interest ~~every~~as ~~boat~~a ~~owner,~~result ~~there~~of ~~are~~the 5current ~~prospective~~global ~~owners~~novel orcoronavirus ~~those~~pandemic. ~~who~~In ~~are~~fact, ~~seriously~~several ~~interested~~market inparticipants ~~owning~~have ~~one.~~noticed Wean ~~estimate~~increase ~~that~~in ~~there~~demand ~~are~~for ~~over~~leisure ~~100~~boats,~~000~~ ~~relevant~~given ~~participants~~their inability ~~the~~to ~~boat~~support distancing from other watercraft and ~~yacht~~their ~~industry~~users, ~~worldwide~~and the benefits of outdoor activity.

~~According to research by Grand View Research, Inc., in 2019 the global market size for the new and used leisure boat market was $39.75 billion, and for the leisure boat rental market, $6.~~5 ~~billion.~~

Initial observations and media articles indicate that boating as a leisure and recreational activity has not suffered from a loss of interest as a result of the current global novel coronavirus pandemic. In fact, several market participants have noticed an increase in demand for leisure boats, given their ability to support distancing from other watercraft and their users, and the benefits of outdoor activity. Competition

~~Competition~~There are several competing marketplaces for the buying, selling, and chartering of boats. Their competitive offers vary according to location, target segments, and approach to advertising and marketing. Boatim intends to establish a strong competitive offering against competing marketplaces by virtue of building digital products with an enhanced user experience, using data-driven analytics and technology, and dynamic marketing and digital advertising methods.

There are several competing marketplaces for the buying, selling, and chartering of boats. Their competitive offers vary according to location, target segments, and approach to advertising and marketing. Boatim intends to establish a strong competitive offering against competing marketplaces by virtue of building digital products with an enhanced user experience, using data-driven analytics and technology, and dynamic marketing and digital advertising methods.Employees

~~Employees~~As of August 31, 2021, the group employed 7 people on a full-time basis, including its officers and directors, and regularly utilized the services of 10 independent contractors.

~~As of August 31, 2020, the group employed 11 people on a full time basis, including its officers and directors, and regularly utilized the services of 10 independent contractors.~~Offices

~~Offices~~Since January 23, 2019 our principal executive offices are located at 7950 NW 53rd Street, Suite 337, Miami, FL 33166. Our phone number is (305)-239-9993. We also have an eight person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork.

~~Since January 23~~Patents, ~~2019 our principal executive offices are located at 7950 NW 53rd Street~~Trademarks, ~~Suite 337~~Licenses, ~~Miami~~Agreements, FLor ~~33166.~~Contracts ~~Our phone number is (305)-239-9993.~~

~~Patents~~As part of our business, ~~Trademarks~~we will seek to protect our intellectual property rights in various ways, ~~Licenses~~including through trademarks, ~~Agreements~~copyrights, trade secrets, including know-how, patents, patent applications, employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights. We currently hold the following patent, trademark, or ~~Contracts~~product license: Smart Connected InventoryTM; BoatimTM. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.

AsGovernment part of our business, we will seek to protect our intellectual property rights in various ways, including through trademarks, copyrights, trade secrets, including know-how, patents, patent applications, employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights. We currently hold the following patent, trademark, or product license: Smart Connected InventoryTM; BoatimTM. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions. Regulation

5We ~~Table~~are required to comply with all regulations, rules and directives of ~~Contents~~governmental authorities and agencies applicable to the e-commerce trading platforms industry in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

~~Government~~Legal ~~Regulation~~Proceedings

We ~~are~~know ~~required~~of tono ~~comply~~material, ~~with~~existing ~~all~~or ~~regulations~~pending legal proceedings against our company, ~~rules~~nor ~~and~~are ~~directives~~we ofinvolved ~~governmental~~as ~~authorities~~a ~~and~~plaintiff ~~agencies~~in ~~applicable~~any tomaterial ~~the~~proceeding ~~e-commerce~~or ~~trading~~pending ~~platforms~~litigation. ~~industry~~There are no proceedings in which any ~~jurisdiction~~of ~~which~~our wedirectors, ~~would~~officers ~~conduct~~or ~~activities.~~affiliates, Weor doany ~~not~~registered ~~believe~~or ~~that~~beneficial ~~regulation~~stockholder, ~~will~~is ~~have~~an aadverse ~~material~~party ~~impact~~or onhas ~~the~~a ~~way~~material weinterest ~~conduct~~adverse to our ~~business~~interest.

~~Legal~~ITEM ~~Proceedings~~1A. RISK FACTORS

WeOur ~~know~~common ofshares ~~no material, existing or pending legal proceedings against our company, nor~~ are weconsidered ~~involved as a plaintiff in any material proceeding or pending litigation~~speculative. ~~There~~Prospective ~~are~~investors noshould ~~proceedings~~consider incarefully ~~which~~the ~~any~~risk offactors ~~our~~set ~~directors,~~out ~~officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest~~below.

~~ITEM~~An 1Ainvestment in our common stock involves a high degree of risk. ~~RISK~~You ~~FACTORS~~should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

~~Our~~Risks ~~common~~Related ~~shares~~to ~~are considered speculative. Prospective investors should consider carefully the risk factors set out below.~~Pandemics

AnPresently, ~~investment~~the inimpact ~~our common stock involves a high degree~~ of ~~risk.~~COVID-19 ~~You~~has ~~should~~not ~~carefully~~shown ~~consider~~any ~~the~~imminent ~~risks~~adverse ~~described~~effects ~~below~~on ~~and~~our ~~the~~business. ~~other~~This ~~information~~notwithstanding, init ~~this~~is ~~annual~~still ~~report~~unknown ~~before~~and ~~investing~~difficult into ~~our~~predict ~~common~~what ~~stock.~~adverse Ifeffects, if any, ofCOVID-19 ~~the~~can ~~following~~have ~~risks~~on ~~occur,~~ our business, ~~operating~~or ~~results~~against ~~and~~the ~~financial~~various ~~condition~~aspects ~~could be seriously harmed. The trading price~~ of ~~our~~same, ~~common~~or ~~stock~~how ~~could~~COVID-19 ~~decline~~will ~~due~~continue to ~~any~~effect ofthe ~~these~~world ~~risks,~~as ~~and~~the ~~you~~virus ~~may~~case ~~lose~~numbers ~~all~~rise orand ~~part of your investment~~fall.

~~Risks Related to Pandemics~~6

~~THE~~As ~~EFFECTS~~of OFthe ~~THE~~date ~~RECENT~~of this Annual Report, COVID-19 ~~CORONAVIRUS~~coronavirus ~~PANDEMIC~~has ~~ARE~~been ~~NOT~~declared ~~IMMEDIATELY~~a ~~KNOWN~~pandemic by the World Health Organization and, ~~BUT~~has ~~MAY~~been ~~ADVERSELY~~declared ~~AFFECT~~a ~~OUR~~National ~~BUSINESS~~Emergency by the United States Government. COVID-19 coronavirus caused significant volatility in global markets. The spread of COVID-19 coronavirus has caused public health officials to recommend precautions to mitigate the spread of the virus, ~~RESULTS~~especially OFas ~~OPERATIONS~~to travel and congregating in large numbers. In addition, ~~FINANCIAL~~certain ~~CONDITION~~countries, ~~LIQUIDITY~~states and municipalities have enacted, ~~AND~~quarantining ~~CASH~~and ~~FLOW~~“shelter-in-place” regulations which severely limit the ability of people to move and travel and require non-essential businesses and organizations to close. While some places have lessened their “shelter-in-place” restrictions and travel bans, as they are removed there is no certainty that an outbreak will not occur and additional restrictions imposed again in response.

~~Presently,~~It ~~the~~is ~~impact~~unclear ofhow ~~COVID-19~~such ~~has~~restrictions, ~~not~~which ~~shown~~will ~~any~~contribute ~~imminent~~to ~~adverse~~a ~~effects~~general onslowdown ~~our~~in ~~business.~~the ~~This~~global ~~notwithstanding~~economy, itwill isaffect ~~still~~our ~~unknown~~business, ~~and~~results ~~difficult~~of tooperations, ~~predict~~financial ~~what~~condition ~~adverse~~and ~~effects,~~our iffuture ~~any,~~strategic ~~COVID~~plans. Shelter-19in-place ~~can~~and ~~have~~essential-only ontravel ~~our~~regulations ~~business,~~could ornegatively ~~against~~impact ~~the~~us. ~~various~~The ~~aspects~~current status of ~~same, or how~~ COVID-19 ~~will~~coronavirus ~~continue~~closures and restrictions could negatively impact our ability to ~~effect~~receive ~~the~~funding ~~world~~from asour ~~the~~existing ~~virus~~capital ~~case~~sources ~~numbers~~as ~~rise~~each business is and ~~fall~~has been affected uniquely.

AsIf ofany ~~the date~~ of ~~this~~our ~~Annual~~employees, ~~Report~~consultant, ~~COVID-19 coronavirus has been declared a pandemic by the World Health Organization~~customers, ~~has~~or ~~been~~visitors ~~declared~~were ato ~~National~~become ~~Emergency~~infected bywe ~~the~~could ~~United~~be ~~States~~forced ~~Government.~~to ~~COVID-19~~close ~~coronavirus~~our ~~caused~~operations ~~significant~~temporarily ~~volatility~~as ina ~~global~~preventative ~~markets.~~measure ~~The spread of COVID-19 coronavirus has caused public health officials~~ to ~~recommend~~prevent ~~precautions to mitigate~~ the ~~spread~~risk of ~~the~~spread ~~virus,~~which ~~especially~~could asalso tonegatively ~~travel~~impact ~~and~~our ~~congregating in large numbers. In addition, certain countries, states and municipalities have enacted, quarantining and “shelter-in-place” regulations which severely limit the~~ ability ~~of people~~ to ~~move~~receive ~~and~~funding ~~travel~~from ~~and~~our ~~require~~existing ~~non-essential~~capital ~~businesses~~sources ~~and organizations to close. While some places have lessened their “shelter-in-place” restrictions and travel bans,~~ as ~~they~~each ~~are~~business ~~removed there~~ is ~~no certainty that an outbreak will not occur~~ and ~~additional~~has ~~restrictions~~been ~~imposed~~affected ~~again in response.~~uniquely

ItIn ~~is unclear how such restrictions~~addition, ~~which~~our ~~will~~headquarters ~~contribute~~are tolocated ~~a general slowdown~~ in ~~the global economy~~Miami, ~~will~~Florida ~~affect~~which ~~our~~experienced ~~business,~~restrictions ~~results~~on ofindividuals ~~operations, financial condition~~ and ~~our~~business ~~future~~shutdowns ~~strategic~~as ~~plans.~~the ~~Shelter-in-place~~result ~~and~~of ~~essential~~COVID-~~only travel regulations could negatively impact us~~19. ~~The~~These ~~current status of~~ COVID-19 ~~coronavirus~~ closures ~~and~~did ~~restrictions~~not ~~could~~have ~~negatively~~an ~~impact~~effect ~~our~~on ~~ability to receive funding from~~ our ~~existing capital sources as each business is and has been affected uniquely~~operations.

IfGENERAL ~~any~~SECURITIES ofMARKET ~~our~~UNCERTAINTIES ~~employees,~~RESULTING ~~consultant,~~FROM ~~customers,~~THE orCOVID-19 ~~visitors~~PANDEMIC. were to become infected we could be forced to close our operations temporarily as a preventative measure to prevent the risk of spread which could also negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely

InSince ~~addition~~the outset of the pandemic the United States and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the resulting reactions and outcomes of government, ~~our~~business ~~headquarters~~and ~~are~~the ~~located~~general population. These uncertainties have resulted in ~~Miami~~declines in all market sectors, ~~Florida~~increases ~~which~~in ~~experienced~~volumes ~~restrictions~~due onto ~~individuals~~flight to safety and ~~business~~governmental ~~shutdowns~~actions asto support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes of ~~COVID-19~~raising required capital. ItShould iswe ~~unclear~~not atbe ~~this~~able ~~time~~to ~~how~~obtain ~~these~~financing ~~restrictions~~when ~~will~~required, bein ~~continued~~the ~~and/~~amounts necessary to execute on our plans in full, or ~~amended~~on asterms which are economically feasible we may be unable to sustain the ~~pandemic~~necessary ~~evolves.~~capital Weto ~~are~~pursue ~~hopeful~~our ~~that~~strategic ~~COVID-19~~plan ~~closures~~and ~~will~~may have ~~only~~to areduce ~~limited~~the ~~effect~~planned onfuture growth and/or scope of our operations.

6Risks ~~Table~~Relating ofto ~~Contents~~our Stocks

~~GENERAL~~SHELL ~~SECURITIES~~RISK ~~MARKET UNCERTAINTIES RESULTING FROM THE COVID-19 PANDEMIC.~~ DISCLOSURE

~~Since~~We ~~the~~are ~~outset~~not ofa ~~the~~shell ~~pandemic~~company ~~the United States~~ and ~~worldwide national securities markets~~ have ~~undergone~~more ~~unprecedented~~than ~~stress~~no ~~due~~or tonominal ~~the~~operations ~~uncertainties~~or ofassets; ~~the~~we ~~pandemic~~consider ~~and~~ourselves ~~the~~an ~~resulting~~operational ~~reactions and outcomes of government,~~ business. ~~and~~Despite the ~~general~~fact ~~population.~~that ~~These~~we ~~uncertainties~~ have ~~resulted~~not inestablished ~~declines~~revenues inor ~~all~~profits ~~market~~at ~~sectors, increases in volumes due to flight to safety and governmental actions to support~~ the ~~markets.~~date ~~As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes~~ of ~~raising~~this ~~required capital. Should we not be able to obtain financing when required~~document, ~~in the amounts necessary to execute on our plans in full, or on terms which are economically feasible~~ we ~~may be unable to sustain the necessary capital to pursue our strategic plan and may~~ have tohad ~~reduce~~expenses ~~the~~while ~~planned~~actively ~~future~~executing ~~growth and/or scope of~~ our ~~operations~~business strategy.

~~Risks~~TRADING ~~Relating~~IN toOUR ~~our~~STOCK ~~Stocks~~IS LIMITED BY THE SEC’S PENNY STOCK REGULATIONS.

~~SHELL~~Our ~~RISK~~stock ~~DISCLOSURE~~is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US $5.00 per share, subject to certain exclusions (e.g., net tangible assets in excess of $2,000,000 or average revenue of at least $6,000,000 for the last three years). The penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Finally, broker-dealers may not handle penny stocks under $0.10 per share.

We are not a shell company and have more than no or nominal operations or assets; we consider ourselves an operational business. However, at the time of this document there is a shell risk symbol showing for our company on the OTC Markets website, which indicates that there is a risk of Boatim Inc. being a company with no operational business. The shell risk warning symbol is published due to the outcome of an automated standardized analysis of our published financial statements, which show similarities to those usually displayed by shell companies. Despite the fact that we have not established revenues or profits at the date of this document, we have had expenses while actively executing our business strategy. 7

~~TRADING~~These INdisclosure ~~OUR~~requirements ~~STOCK~~reduce ISthe ~~LIMITED~~level BYof ~~THE~~trading ~~SEC’S~~activity ~~PENNY~~in ~~STOCK~~the ~~REGULATIONS~~secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules would affect the ability of broker-dealers to trade our securities if we become subject to them in the future. The penny stock rules also could discourage investor interest in and limit the marketability of our common stock to future investors, resulting in limited ability for investors to sell their shares.

~~Our~~FINRA ~~stock~~SALES isPRACTICE ~~categorized~~REQUIREMENTS asMAY aALSO ~~penny~~LIMIT ~~stock.~~A ~~The~~SHAREHOLDER’S ~~SEC~~ABILITY ~~has~~TO ~~adopted~~BUY ~~Rule~~AND ~~15g-9~~SELL ~~which~~OUR ~~generally defines "penny stock" to be any equity security that has a market price (as defined) less than US$ 5~~STOCK.00 per share or an exercise price of less than US $5.00 per share, subject to certain exclusions (e.g., net tangible assets in excess of $2,000,000 or average revenue of at least $6,000,000 for the last three years). The penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Finally, broker-dealers may not handle penny stocks under $0.10 per share.

~~These~~In ~~disclosure~~addition ~~requirements~~to ~~reduce~~ the ~~level~~“penny ofstock” ~~trading~~rules ~~activity~~described above, FINRA has adopted rules that require that in ~~the~~recommending ~~secondary~~an ~~market~~investment to a customer, a broker-dealer must have reasonable grounds for believing that the ~~stock~~investment is suitable for that iscustomer. ~~subject~~Prior to ~~these~~recommending ~~penny~~speculative ~~stock~~low ~~rules.~~priced ~~Consequently~~securities to their non-institutional customers, ~~these~~broker-dealers ~~penny~~must ~~stock~~make ~~rules~~reasonable ~~would~~efforts ~~affect~~to obtain information about the ~~ability~~customer’s financial status, tax status, investment objectives and other information. Under interpretations of ~~broker-dealers~~these torules, ~~trade~~FINRA ~~our~~believes that there is a high probability that speculative low priced securities ifwill wenot ~~become~~be ~~subject~~suitable tofor ~~them~~at inleast ~~the~~some ~~future~~customers. The ~~penny~~FINRA ~~stock~~requirements ~~rules~~make ~~also~~it ~~could~~more ~~discourage~~difficult ~~investor~~for ~~interest~~broker-dealers into ~~and~~recommend ~~limit~~that ~~the~~their ~~marketability~~customers ofbuy our common stock, which may limit your ability to ~~future~~buy ~~investors,~~and ~~resulting~~sell inour ~~limited~~stock ~~ability~~and ~~for~~have ~~investors~~an toadverse ~~sell~~effect ~~their~~on the market for our shares.

7THE ~~Table~~MARKET ofPRICE ~~Contents~~OF OUR COMMON STOCK MAY BE VOLATILE.

~~FINRA~~The ~~SALES~~market ~~PRACTICE~~price ~~REQUIREMENTS~~of ~~MAY~~our ~~ALSO~~common ~~LIMIT~~stock Ahas ~~SHAREHOLDER’S~~been ~~ABILITY~~and TOis ~~BUY~~likely ~~AND~~in ~~SELL~~the ~~OUR~~future ~~STOCK~~to be volatile. Our common stock price may fluctuate in response to factors such as:

In· ~~addition~~Halting toof ~~the~~trading ~~“penny~~by ~~stock”~~the ~~rules~~SEC ~~described~~or ~~above,~~ FINRA. ~~has~~· ~~adopted~~Announcements ~~rules~~by ~~that~~us ~~require~~regarding ~~that~~liquidity, inlegal ~~recommending~~proceedings, ansignificant ~~investment~~acquisitions, toequity ainvestments ~~customer~~and divestitures, astrategic ~~broker-dealer~~relationships, ~~must~~addition ~~have~~or ~~reasonable~~loss ~~grounds~~of ~~for~~significant ~~believing~~customers ~~that~~and ~~the~~contracts, ~~investment~~capital isexpenditure ~~suitable~~commitments, ~~for~~loan, ~~that~~note ~~customer.~~payable ~~Prior~~and toagreement ~~recommending~~defaults, ~~speculative~~loss ~~low~~of ~~priced~~our ~~securities~~subsidiaries toand ~~their~~impairment ~~non-institutional~~of ~~customers~~assets, ~~broker-dealers~~· ~~must~~Issuance ~~make~~of ~~reasonable~~convertible ~~efforts~~or toequity ~~obtain~~securities ~~information~~for ~~about~~general ~~the~~or ~~customer’s~~merger ~~financial~~and ~~status~~acquisition purposes, ~~tax~~· ~~status,~~Issuance ~~investment~~or ~~objectives~~repayment ~~and~~of ~~other~~debt, ~~information.~~accounts ~~Under~~payable ~~interpretations~~or ofconvertible ~~these~~debt ~~rules,~~for ~~FINRA~~general ~~believes~~or ~~that~~merger ~~there~~and isacquisition apurposes, ~~high~~· ~~probability~~Sale ~~that~~of ~~speculative~~a ~~low~~significant ~~priced~~number ~~securities~~of ~~will~~shares ~~not~~of beour ~~suitable~~common ~~for~~stock atby ~~least~~shareholders, ~~some~~· ~~customers.~~General ~~The~~market ~~FINRA~~and ~~requirements~~economic ~~make~~conditions, it· ~~more~~Quarterly ~~difficult~~variations ~~for~~in ~~broker-dealers~~our tooperating ~~recommend~~results, ~~that~~· ~~their~~Investor ~~customers~~relation ~~buy~~activities, ~~our~~· ~~common~~Announcements ~~stock,~~of ~~which~~technological ~~may~~innovations, ~~limit~~· ~~your~~New ~~ability~~product tointroductions ~~buy~~by ~~and~~us ~~sell~~or our ~~stock~~competitors, ~~and~~· ~~have~~Competitive anactivities, ~~adverse~~and ~~effect~~· onAdditions ~~the~~or ~~market~~departures ~~for~~of ~~our~~key ~~shares~~personnel.

~~THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE.~~8

~~The~~These broad market and industry factors may have a material adverse effect on the market price of our common stock, ~~has~~regardless ~~been~~of ~~and~~our isactual ~~likely~~operating inperformance. ~~the~~These ~~future~~factors tocould behave ~~volatile.~~a ~~Our~~material ~~common~~adverse ~~stock~~effect ~~price~~on ~~may~~our ~~fluctuate~~business, infinancial ~~response~~condition, toand/or ~~factors~~results ~~such~~of ~~as:~~ operations.

·WE ~~Halting~~DO ofNOT ~~trading~~ANTICIPATE byPAYING ~~the~~ANY ~~SEC~~CASH orDIVIDENDS ~~FINRA.~~ON ·OUR ~~Announcements~~CAPITAL bySTOCK usIN ~~regarding~~THE ~~liquidity,~~FORESEEABLE legal proceedings, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets, · Issuance of convertible or equity securities for general or merger and acquisition purposes, · Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes, · Sale of a significant number of shares of our common stock by shareholders, · General market and economic conditions, · Quarterly variations in our operating results, · Investor relation activities, · Announcements of technological innovations, · New product introductions by us or our competitors, · Competitive activities, and · Additions or departures of key personnelFUTURE.

~~These~~We ~~broad~~have ~~market~~never ~~and~~declared ~~industry~~or ~~factors~~paid ~~may~~cash ~~have~~dividends aon ~~material~~our ~~adverse~~capital ~~effect~~stock. onWe ~~the~~currently ~~market~~intend ~~price~~to retain all of our ~~common~~future ~~stock~~earnings, ~~regardless~~if any, to finance the growth and development of our ~~actual~~business, ~~operating~~and ~~performance.~~we ~~These~~do ~~factors~~not ~~could~~anticipate ~~have~~paying aany ~~material~~cash ~~adverse~~dividends ~~effect~~ on our ~~business~~capital stock in the foreseeable future. In addition, ~~financial~~the ~~condition~~terms of any future debt agreements may preclude us from paying dividends. As a result, ~~and/or~~capital ~~results~~appreciation, if any, of ~~operations~~our common stock will be your sole source of gain for the foreseeable future.

WERisks DORelating ~~NOT~~to ~~ANTICIPATE~~our ~~PAYING ANY CASH DIVIDENDS ON OUR CAPITAL STOCK IN THE FORESEEABLE FUTURE.~~Business

WeWE ~~have~~ARE ~~never~~A ~~declared~~DEVELOPMENT orSTAGE ~~paid~~COMPANY ~~cash~~AND ~~dividends~~HAVE onCOMMENCED ~~our~~LIMITED ~~capital~~OPERATIONS ~~stock.~~IN WeOUR currently intend to retain all of our future earnings, if any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable futureBUSINESS. InWE ~~addition,~~EXPECT ~~the~~TO ~~terms~~INCUR ofSIGNIFICANT ~~any~~OPERATING ~~future~~LOSSES ~~debt~~FOR ~~agreements~~THE ~~may~~FORESEEABLE ~~preclude us from paying dividends~~FUTURE. ~~As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.~~

8We ~~Table~~are authorized to issue up to 500,000,000 shares of ~~Contents~~common stock. At present, there are 51,780,838 issued and outstanding shares of common stock. Our Board of Directors has the authority to cause us to issue additional shares of up to 5% per annum of the common stock issued and outstanding without consent of the stockholders. Consequently, our stockholders may experience more dilution in their ownership of our Company in the future, which could have an adverse effect on the trading market for our shares of common stock.

~~Risks~~The ~~Relating~~report of our independent registered public accounting firm on our financial statements for the year ended August 31, 2021 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our ~~Business~~minimal cash and no source of revenues which are insufficient to cover our operating costs. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

WEWhile ~~ARE~~operating Aour ~~DEVELOPMENT~~online ~~STAGE~~systems ~~COMPANY~~and ~~AND~~attracting ~~HAVE~~a ~~COMMENCED~~good ~~LIMITED~~number ~~OPERATIONS~~of INfollowers ~~OUR~~to ~~BUSINESS~~date, we have not yet generated any meaningful revenue from marketplace users. WEAt ~~EXPECT~~the TOdate ~~INCUR~~of ~~SIGNIFICANT~~this ~~OPERATING~~document ~~LOSSES~~we ~~FOR~~do ~~THE~~not ~~FORESEEABLE~~have ~~FUTURE~~any paying customers and we cannot guarantee we ever will have any. Even if we obtain new customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.

WeThe ~~are~~company ~~authorized~~is toreliant ~~issue~~upon upits toexisting ~~500,000,000~~shareholders ~~shares of common stock. At present, there are 50,500,011 issued~~ and ~~outstanding~~related ~~shares~~parties ofto ~~common~~pay ~~stock.~~for ~~Our~~operating ~~Board~~expenses ofuntil ~~Directors~~we ~~has~~generate ~~the~~revenues ~~authority~~sufficient to ~~cause~~cover usour ~~to issue additional shares of up to 5% per annum of the common stock issued and outstanding without consent of the stockholders~~expenses. ~~Consequently,~~There ~~our~~is ~~stockholders~~no ~~may~~obligation ~~experience more dilution in their ownership~~ of ~~our~~these ~~Company~~parties into ~~the~~continue ~~future,~~making ~~which~~such ~~could have an adverse effect on the trading market for our shares of common stock~~payments.

~~The~~ANTI-TAKEOVER ~~report~~AFFECTS ofOF ~~our~~CERTAIN ~~independent~~PROVISIONS ~~registered~~OF ~~public~~NEVADA ~~accounting~~STATE ~~firm~~LAW onHINDER ~~our~~A ~~financial~~POTENTIAL ~~statements~~TAKEOVER ~~for~~OF ~~the~~THE year ended August 31, 2020 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our minimal cash and no source of revenues which are insufficient to cover our operating costsCOMPANY. ~~These factors, among others, raise substantial doubt about our ability to continue as a going concern.~~

~~While~~Though ~~operating~~not ~~our~~now, ~~online~~we ~~systems~~may ~~and~~be ~~attracting~~or ain ~~good~~the ~~number~~future ofwe ~~followers~~may become subject to ~~date,~~Nevada’s wecontrol ~~have~~share ~~not~~law. ~~yet~~A ~~generated~~corporation ~~any~~is ~~meaningful~~subject ~~revenue~~to ~~from~~Nevada’s ~~marketplace~~control ~~users.~~share Atlaw ~~the~~if ~~date~~it has more than 200 stockholders, at least 100 of ~~this~~whom ~~document~~are westockholders doof ~~not~~record ~~have~~and ~~any~~residents ~~paying~~of ~~customers~~Nevada, and weit ~~cannot~~does ~~guarantee~~business wein ~~ever~~Nevada ~~will~~or ~~have~~through ~~any~~an affiliated corporation. ~~Even~~The iflaw wefocuses ~~obtain~~on ~~new~~the ~~customers~~acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, ~~there~~but isfor nothe ~~guarantee~~control ~~that~~share welaw, ~~will~~to ~~generate~~enable athe ~~profit.~~acquiring Ifperson weto ~~cannot~~exercise ~~generate~~the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a ~~profit~~majority, weor ~~will~~(iii) ~~have~~a majority or more. The ability to ~~suspend~~exercise such voting power may be direct or ~~cease~~indirect, ~~operations~~as well as individual or in association with others.

The company is reliant upon its existing shareholders and related parties to pay for operating expenses until we generate revenues sufficient to cover our expenses. There is no obligation of these parties to continue making such payments.9

~~ANTI~~The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-~~TAKEOVER~~voting ~~AFFECTS~~shares. OFThe ~~CERTAIN~~acquiring ~~PROVISIONS~~person OFis ~~NEVADA~~free ~~STATE~~to ~~LAW~~sell ~~HINDER~~its Ashares ~~POTENTIAL~~to ~~TAKEOVER~~others. OFIf ~~THE~~the ~~COMPANY~~buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

~~Though~~If ~~not now, we may be or in the future we may become subject to Nevada’s~~ control ~~share~~shares ~~law.~~are Aaccorded ~~corporation~~full isvoting ~~subject~~rights toand ~~Nevada’s~~the ~~control~~acquiring ~~share~~person ~~law if it~~ has ~~more~~acquired ~~than~~control ~~200~~shares ~~stockholders,~~with ata ~~least~~majority ~~100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada~~ or ~~through~~more ~~an affiliated corporation. The law focuses on the acquisition~~ of ~~a “controlling interest” which means~~ the ~~ownership of outstanding~~ voting ~~shares sufficient~~power, ~~but~~any ~~for~~stockholder ~~the~~of ~~control share law~~record, toother ~~enable~~than ~~the~~an acquiring person, towho ~~exercise~~has ~~the~~not ~~following~~voted ~~proportions~~in offavor ~~the voting power~~ of ~~the~~approval ~~corporation in the election~~ of ~~directors:~~voting ~~(i)~~rights ~~one-fifth~~is orentitled ~~more~~to ~~but~~demand ~~less~~fair ~~than~~value ~~one-third,~~for ~~(ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise~~ such ~~voting~~stockholder’s ~~power may be direct or indirect, as well as individual or in association with others~~shares.

~~The~~Nevada’s control share law may have the effect of discouraging takeovers of the corporation. In addition to the control share law, isNevada ~~that~~has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the ~~acquiring~~“interested ~~person~~stockholder” first becomes an “interested stockholder,” ~~and~~unless ~~those~~the ~~acting~~corporation’s board of directors approves the combination in ~~association~~advance. ~~with~~For itpurposes of Nevada law, ~~obtains~~an ~~only~~“interested ~~such~~stockholder” ~~voting~~is ~~rights~~any inperson who is (i) the ~~control~~beneficial ~~shares~~owner, asdirectly ~~are~~or ~~conferred~~indirectly, byof aten ~~resolution~~percent or more of the ~~stockholders~~voting power of the ~~corporation,~~outstanding ~~approved~~voting atshares aof ~~special~~the corporation, or ~~annual~~(ii) ~~meeting~~an ofaffiliate ~~stockholders.~~or ~~The~~associate ~~control~~of ~~share~~the ~~law~~corporation ~~contemplates~~and ~~that~~at ~~voting~~any ~~rights~~time ~~will~~within bethe ~~considered~~three ~~only~~previous ~~once~~years bywas the ~~other~~beneficial ~~stockholders. Thus~~owner, ~~there~~directly isor noindirectly, ~~authority~~of toten ~~strip~~percent ~~voting~~or ~~rights~~more ~~from~~of the ~~control~~voting ~~shares~~power of anthe ~~acquiring~~then ~~person~~outstanding ~~once~~shares ~~those~~of ~~rights~~the ~~have~~corporation. ~~been~~The ~~approved.~~definition Ifof the ~~stockholders~~term do“business ~~not~~combination” ~~grant~~is ~~voting~~sufficiently ~~rights~~broad to ~~the~~cover ~~control~~virtually ~~shares~~any ~~acquired~~kind byof antransaction ~~acquiring~~that ~~person,~~would ~~those~~allow ~~shares~~a dopotential ~~not~~acquirer ~~become~~to ~~permanent~~use ~~non-voting~~the ~~shares.~~corporation’s ~~The~~assets ~~acquiring~~to ~~person~~finance isthe ~~free~~acquisition or otherwise to ~~sell~~benefit its ~~shares~~own tointerests ~~others.~~rather Ifthan the ~~buyers~~interests of ~~those~~the ~~shares~~corporation ~~themselves~~and doits ~~not~~other ~~acquire~~stockholders. aThe ~~controlling~~effect ~~interest,~~of ~~their~~Nevada’s ~~shares~~business docombination ~~not~~law ~~become~~is ~~governed~~to bypotentially ~~the~~discourage parties interested in taking control ~~share~~of ~~law~~us from doing so if it cannot obtain the approval of our board of directors.

IfITEM ~~control~~1B. ~~shares~~UNRESOLVED ~~are~~STAFF accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.COMMENT

~~Nevada’s~~Not ~~control share law may have the effect of discouraging takeovers of the corporation~~applicable. In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

9ITEM ~~Table~~2. ~~of Contents~~PROPERTIES.

~~ITEM~~Since ~~1B.~~January ~~UNRESOLVED~~23, ~~STAFF~~2019, ~~COMMENT~~the principal executive offices are located at 7950 NW 53rd Street, Suite 337, Miami, FL 33166, our phone number is (305)-239-9993.

~~Not~~The ~~applicable~~Company’s subsidiary, Boatim Europe, has one office lease located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. This new lease calls for rent payments of €1,800 plus VAT in monthly payments. In addition, the lease also includes the use of a flexible work desk for an additional €150 plus VAT. The lease begins May 1, 2021, is month to month with no permanency clause, of which management intends to renew.

~~ITEM~~We 2.currently ~~PROPERTIES~~have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

~~Since~~ITEM ~~January~~3. ~~23,~~LEGAL ~~2019, the principal executive offices are located at 7950 NW 53rd Street, Suite 337, Miami, FL 33166, our phone number is (305)-239-9993~~PROCEEDINGS.

~~The~~We ~~Company’s~~know ~~subsidiary,~~of ~~Boatim~~no ~~Europe~~material, ~~has~~active ~~three~~or ~~separate~~pending ~~office~~legal ~~leases~~proceedings ~~located~~against atour ~~Marina~~company, ~~Port~~nor ~~Vell~~are ~~Carrer~~we deinvolved ~~l'Escar,~~as ~~26,~~a ~~08039~~plaintiff ~~Barcelona~~in ~~Spain~~any ~~with~~material ~~OneCoWork.~~proceeding ~~The~~or ~~leases~~pending ~~call~~litigation. ~~for~~There ~~rent~~are ~~payments~~no ~~totalling~~proceedings ~~€8,010~~in ~~plus~~which ~~VAT~~our indirector, ~~monthly~~officer ~~payments.~~or ~~The~~affiliates, ~~leases~~or ~~are~~any ~~month~~registered toor ~~month~~beneficial ~~with~~shareholder ais ~~six~~an ~~month~~adverse ~~permanency~~party ~~clause,~~or ofhas ~~which~~a ~~management~~material ~~intends~~interest adverse to ~~renew.~~our interest.

WeITEM ~~currently~~4. ~~have~~MINE noSAFETY ~~investment policies as they pertain to real estate, real estate interests or real estate mortgages~~DISCLOSURES.

~~ITEM 3~~None. ~~LEGAL PROCEEDINGS.~~

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.10

~~ITEM~~PART ~~4. MINE SAFETY DISCLOSURES.~~II

~~None~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

10Market ~~Table~~for ~~of Contents~~Securities

~~PART~~Our IIcommon stock is currently quoted on the OTC Markets QB exchange (“OTCQB”). There has been limited trading activity in our common stock.

~~ITEM~~Our 5common stock commenced quotation on the OTCBB (Pinks) under the trading symbol “EMRD” on 14 December, 2015. ~~MARKET~~In ~~FOR~~September ~~REGISTRANT~~2020 our symbol was changed to “BTIM” to reflect the Company’Ss ~~COMMON~~name ~~EQUITY~~change to Boatim Inc. On March 3, ~~RELATED~~2020 ~~STOCKHOLDER~~the ~~MATTERS~~Company ~~AND~~uplisted ~~ISSUER~~to ~~PURCHASES~~the OFOTCQB ~~EQUITY~~trading ~~SECURITIES~~segment. Because we are quoted on the OTCQB, our common stock may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange.

~~Market~~The following table sets forth the high and low bid prices for ~~Securities~~our Common Stock per quarter as reported by the OTC Markets for the quarterly periods indicated below based on our fiscal year end August 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission, and may not represent actual transactions. There has been no trading activity and hence no price fixings before May 07, 2020.

Our common stock is currently quoted on the OTC Markets QB exchange (“OTCQB”). There has been limited trading activity in our common stock.

Fiscal Quarter	High		Low
First Quarter (Sep 1, 2020– Nov 30, 2020)	$	1.20	$	0.61
Second Quarter (Dec 1, 2020– Feb 28, 2021)	$	1.66	$	0.85
Third Quarter (Mar 1, 2021 – May 31, 2021)	$	0.87	$	0.25
Fourth Quarter (June 1, 2021 – Aug 31, 2021)	$	0.38	$	0.12

First Quarter (Sep 1, 2019– Nov 30, 2019)	$	-	$	-
Second Quarter (Dec 1, 2019– Feb 28, 2019)	$	-	$	-
Third Quarter (Mar 1, 2020 – May 31, 2020)	$	1.25	$	1.25
Fourth Quarter (June 1, 2020 – Aug 31, 2020)	$	1.32	$	0.63

~~Our~~Holders ~~common~~of ~~stock commenced quotation on the OTCBB (Pinks) under the trading symbol “EMRD” on 14 December, 2015. In September 2020~~ our ~~symbol~~Common was changed to “BTIM” to reflect the Company’s name change to Boatim Inc. On March 3, 2020 the Company uplisted to the OTCQB trading segment. Because we are quoted on the OTCQB, our common stock may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange.Stock

~~The~~As ~~following~~of ~~table~~August ~~sets~~31, ~~forth~~2021 ~~the high~~ and ~~low~~2020, ~~bid~~there ~~prices~~were ~~for~~81 ~~our~~and 64 ~~Common~~registered ~~Stock~~stockholders, ~~per~~holding ~~quarter~~51,780,838 asand ~~reported~~50,500,011 byshares ~~the~~of ~~OTC Markets for the quarterly periods indicated below based on~~ our ~~fiscal~~issued ~~year~~and ~~end~~outstanding ~~August~~common 31stock, respectively. ~~These~~As ~~prices~~of ~~represent~~the ~~quotations~~date ~~between~~of ~~dealers~~this ~~without~~document, ~~adjustment~~there ~~for~~are ~~retail~~81 ~~mark-up~~registered stockholders, ~~markdown~~holding ~~or commission~~51,780,838 ~~and~~shares ~~may~~of ~~not~~our ~~represent~~issued ~~actual transactions. There has been no trading activity~~ and ~~hence~~outstanding nocommon ~~price fixings before May 07, 2020~~stock.

Fiscal Quarter	High		Low
First Quarter (Sep 1, 2018– Nov. 30, 2018)
Second Quarter (Dec. 1, 2018 – Feb 28, 2018)
Third Quarter (Mar 1, 2019– May 31, 2019)
Fourth Quarter (Jun 1, 2019– Aug. 31, 2019)
First Quarter (Sep 1, 2019– Nov 30, 2019)	$	-
Second Quarter (Dec 1, 2019– Feb 28, 2019)	$	-
Third Quarter (Mar 1, 2020 – May 31, 2020)	$	1.25	$	1.25
Fourth Quarter (June 1, 2020 – Aug 31, 2020)	$	1.32	$	0.63

Dividend Policy

11There ~~Table~~are no restrictions in our articles of ~~Contents~~incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

Holders of our Common Stock

	1.	We would not be able to pay our debts as they become due in the usual course of business; or
	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

AsWe ofhave ~~August~~not ~~31,~~declared ~~2020~~any ~~and~~dividends ~~2019, there were 64~~ and 11we ~~registered~~do ~~stockholders~~not, ~~holding~~at ~~50,500,011 shares of our issued and outstanding common stock, respectively. As of the date of~~ this ~~document,~~point ~~there~~in ~~are 64 registered stockholders~~time, ~~holding~~plan ~~50,500,011~~to ~~shares~~declare ofany ~~our~~dividends ~~issued~~in ~~and~~the ~~outstanding~~foreseeable ~~common stock~~future.

~~Dividend Policy~~11

~~There~~Recent ~~are~~Sales ~~no restrictions in our articles~~ of ~~incorporation~~Unregistered ~~or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:~~Securities

	1.	We would not be able to pay our debts as they become due in the usual course of business; or
	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

As of August 31, 2021, there were 175,000 outstanding stock options and no warrants.

WeThere ~~have~~were ~~not~~no ~~declared~~securities ~~any~~which ~~dividends~~were ~~and~~sold weor doissued ~~not,~~by atus ~~this~~without ~~point~~the inregistration ~~time,~~of ~~plan~~the tosecurities ~~declare~~under ~~any~~the ~~dividends~~Securities Act of 1933 in reliance on exemptions from such registration requirements within the ~~foreseeable~~past ~~future~~three years.

~~Recent~~Purchases ~~Sales~~ of ~~Unregistered~~Equity Securities by the Issuer and Affiliated Purchasers

AsWe ofdid ~~August~~not ~~31,~~purchase ~~2020,~~any ~~there~~of ~~were~~our noshares ~~outstanding~~of common stock ~~options~~ or ~~warrants~~other securities during our fiscal years ended August 31, 2021 and August 31, 2020, respectively.

~~The following sets forth certain information concerning securities which were sold or issued by us without the registration of the securities under the~~ Securities ~~Act~~Authorized offor ~~1933~~Issuance inUnder ~~reliance~~Equity onCompensation ~~exemptions from such registration requirements within the past three years:~~Plans

~~NONE~~We do not have any equity compensation plans. The company intends to establish an equity compensation plan for employees in the near future.

~~Purchases~~Our CEO’s employment agreement calls for a sign on bonus of ~~Equity~~1,000,000 ~~Securities~~shares byafter ~~the~~six ~~Issuer~~months of employment as well as 1,000,000 shares contingent upon him raising $1,000,000 within six months of his employment. The service agreements of our CMO and ~~Affiliated~~CTO ~~Purchasers~~contain sign-up bonus shares of 500,000 shares and 200,000 shares each respectively. The CMO and CPO service agreements contain clauses on performance related bonus share packages of up to 50% of their base salaries per annum.

WeITEM ~~did~~6. ~~not~~SELECTED ~~purchase~~FINANCIAL ~~any of our shares of common stock or other securities during our fiscal years ended August 31, 2020 and August 31, 2019, respectively~~DATA.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities ~~Authorized~~Exchange ~~for~~Act ~~Issuance~~of ~~Under~~1934 ~~Equity~~and ~~Compensation~~are ~~Plans~~not required to provide the information under this item.

WeITEM ~~do not have any equity compensation plans~~7. ~~The~~MANAGEMENT’S ~~company~~DISCUSSION ~~intends~~AND toANALYSIS ~~establish~~OF anFINANCIAL ~~equity~~CONDITION ~~compensation~~AND ~~plan~~RESULTS ~~for~~OF ~~employees in the near future~~OPERATION.

The ~~service~~following ~~agreements~~discussion ofshould be read in conjunction with our ~~CMO~~audited financial statements and ~~CTO~~notes ~~contain~~thereto ~~sign-up~~included ~~bonus~~herein. ~~shares~~We ofcaution ~~500~~readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by,~~000~~ ~~shares~~or on our behalf, whether or not in future filings with the Securities and ~~200~~Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations,~~000~~ ~~shares~~strategies, ~~each~~financial ~~respectively~~results or other developments. ~~The~~Forward ~~CMO~~looking statements are necessarily based upon estimates and ~~CPO~~assumptions ~~service~~that ~~agreements~~are ~~contain~~inherently ~~clauses~~subject onto ~~performance~~significant ~~related~~business, ~~bonus~~economic ~~share~~and ~~packages~~competitive uncertainties and contingencies, many of upwhich toare ~~50%~~beyond our control and many of ~~their~~which, ~~base~~with ~~salaries~~respect ~~per~~to ~~annum~~future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements

~~ITEM~~Results 6.of ~~SELECTED FINANCIAL DATA.~~Operations

We ~~are~~recorded aminimal ~~smaller~~revenues ~~reporting~~in ~~company~~the asamount ~~defined~~of by$900 ~~Rule~~and ~~12b-2~~$118 offor the ~~Securities~~years ~~Exchange~~ended ~~Act~~August 31, 2021 and August 31, 2020, respectively and incurred cost of ~~1934~~goods sold of $0 and ~~are~~$4 ~~not~~for ~~required~~the toyear ~~provide~~ended August 31, 2021 and the ~~information~~year ~~under~~ended ~~this~~August ~~item~~31, 2020, respectively.

12The ~~Table~~operating expenses were comprised of ~~Contents~~general and administrative expenses of $1,721,372 and stock based compensation of $595,824, for the fiscal year ended August 31, 2021 (compared to $680,471 for the fiscal year ended August 31, 2020), an increase of $1,648,776 in general and administrative expenses. The change is due to increased operating expenses associated with a concentration of resources in product development, engineering, marketing, reporting and administrative tasks post the acquisition of the Boatim platform as well as operating expenses associated with the new Spanish subsidiary, Boatim Europe. The $595,824 increase is stock based compensation, was attributable to an executive receiving common stock awards.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.~~12

~~The~~Other ~~following~~expenses ~~discussion~~for ~~should be read in conjunction with our audited financial statements and notes thereto included herein. We caution readers regarding certain forward looking statements in~~ the ~~following~~year ~~discussion~~ended ~~and~~August ~~elsewhere~~31, ~~in this report and in any other statement made by~~2021, orcomprised onamortization ~~our~~of ~~behalf,~~debt ~~whether~~discount ~~or not~~ in ~~future filings with~~ the ~~Securities~~amount ~~and~~of ~~Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations~~$617, ~~strategies~~934, ~~financial~~in ~~results~~addition ~~or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject~~ to ~~significant~~a ~~business,~~loss ~~economic~~on ~~and~~derivative ~~competitive~~liability ~~uncertainties~~of ~~and contingencies~~$209,068 ~~many~~both of which are ~~beyond~~associated ~~our control and many of which,~~ with ~~respect~~our toconvertible ~~future~~note ~~business decisions~~debt, ~~are~~offset ~~subject~~by togain ~~change.~~on ~~These~~foreign ~~uncertainties~~exchange ~~and~~of ~~contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by~~$27, ~~or our behalf~~129. ~~We disclaim any obligation to update forward-looking statements~~

~~Results~~The net loss was $3,116,169 for the year ended August 31, 2021 (compared to August 31, 2020: $409,914), an increase of ~~Operations~~approximately 663% as compared to the last year.

WeOur ~~recorded~~total ~~minimal~~assets ~~revenues~~as ~~in the amount~~ of ~~$118 and $0 for the years ended~~ August 31, ~~2020~~2021 ~~and~~were $685,387 (August 31, ~~2019,~~2020: ~~respectively and incurred cost of goods sold of~~ $4510,289). ~~and~~The $0increase ~~for~~in ~~the~~total ~~year~~assets ~~ended~~is ~~August~~due ~~31,~~to ~~2020~~increased ~~and~~capitalized ~~the~~software ~~year~~costs ~~ended~~of ~~August 31~~$251, ~~2019, respectively~~477.

~~The~~Our ~~operating~~total ~~expenses~~current ~~were~~liabilities ~~comprised~~at ofAugust ~~general~~31, ~~and~~2021 ~~administrative~~were ~~expenses~~$2,467,379 which is comprised of $~~617~~373,~~970~~039 ~~and~~in ~~stock~~accounts ~~based~~payable ~~compensation~~and ofaccrued liabilities, $62427,~~500,~~451 ~~for~~in ~~the~~payables ~~fiscal~~to ~~year~~related ~~ended~~parties, ~~August~~$33,333 31in operating lease obligations, ~~2020~~as ~~(compared~~well toas $851,~~720~~613,556 ~~for~~in ~~the~~convertible ~~fiscal~~notes ~~year~~and ~~ended~~a ~~August~~short ~~31,~~term ~~2019)~~loan of $20,000 from an ~~increase~~unrelated party. We also have non-current liabilities consisting of $~~532~~22,~~250~~410 in ~~general~~operating ~~and~~lease ~~administrative~~obligations ~~expenses~~at August 31, 2021. The ~~increase~~current isliabilities ~~due~~at toAugust ~~increased~~31, ~~operating~~2020 ~~expenses~~were ~~associated~~$1,499,045 ~~with~~which ais ~~concentration~~comprised of ~~resources~~$189,680 in ~~product~~accounts ~~development,~~payable ~~engineering~~and accrued liabilities, ~~marketing~~$348,031 ~~reporting~~in ~~and~~payables ~~administrative~~to ~~tasks~~related ~~post~~parties, ~~the~~$141,276 ~~acquisition~~in ofoperating ~~the~~lease ~~Boatim~~obligations, ~~platform~~ as well as ~~operating~~$1,060,000 ~~expenses~~in ~~associated~~convertible ~~with~~notes, ~~the~~offset ~~new~~by ~~Spanish subsidiary~~$595,350 ~~Boatim~~of ~~Europe.~~debt ~~The~~discount and $62307,~~500~~446 ~~increase~~of isderivative ~~stock~~liability ~~based~~associated ~~compensation~~with our convertible notes. A short-term loan of $47,962 from an unrelated party was ~~attributable~~repaid toin anSeptember ~~executive~~2020. ~~receiving~~We ~~common~~also ~~stock~~have ~~awards~~non-current liabilities consisting of $38,391 in operating lease obligations at August 31, 2020.

~~Other~~We ~~income~~currently ~~(expenses)~~anticipate ~~comprised~~our ~~amortization~~operating ofexpenses ~~debt~~(being ~~discount~~legal inand ~~the~~professional ~~amount~~fees, ofIT ~~$168,794,~~cost ~~offset~~and byfurther ~~gain~~website onand ~~derivative~~software ~~liability~~development ofand ~~$456~~testing,~~698~~ sales, ~~both~~marketing ofand ~~which~~advertising, ~~are~~and ~~associated~~other ~~with~~expenses) ~~our~~over ~~convertible~~the ~~note~~next ~~debt~~12 months will be approximately $1,500,000 to $2,000,000.

~~The~~As ~~net~~of ~~loss was $409,914 for the year ended~~ August 31, ~~2020~~2021, ~~(compared~~the toCompany ~~August~~had ~~31,~~authorized ~~2019: $156~~500,~~018)~~000,000 anshares ~~increase~~ of ~~approximately~~common ~~163%~~stock aswith ~~compared~~a topar ~~the~~value ~~last~~of ~~year~~$0.001 per share.

~~Our~~As ~~total assets as~~ of August 31, ~~2020~~2021, ~~were~~the ~~$510~~Company had 51,~~289~~780,838 (August 31, ~~2019~~2020: ~~$20~~50,~~478~~500,011) shares of common stock issued and outstanding and there were no outstanding stock options or warrants. As of the date of this document, the Company has 51,780,838 shares of common stock issued and outstanding.

~~Our~~For ~~total~~the ~~current~~year ~~liabilities~~ended at August 31, ~~2020~~2021 ~~were~~we reported a net loss of $13,~~499~~116,~~045~~169 ~~which~~and isan ~~comprised~~accumulated deficit of $~~189~~3,~~680~~913,475. inAs ~~accounts~~of ~~payable~~August ~~and~~31, ~~accrued liabilities~~2021, we had cash of $~~348~~69,~~031~~827. inThe ~~payables~~report toof ~~related~~our ~~parties,~~independent ~~$141,276~~registered inpublic ~~operating~~accounting ~~lease~~firm ~~obligations,~~on asour ~~well~~financial asstatements ~~$1,060,000~~for inthe ~~convertible~~year ~~notes~~ended August 31, ~~offset~~2021 bycontains ~~$595,350~~an ofexplanatory ~~debt~~paragraph ~~discount~~regarding our ability to continue as a going concern based upon our minimal cash and ~~$307,446~~no source of ~~derivative~~revenues ~~liability~~which ~~associated~~are ~~with~~insufficient to cover our ~~convertible~~operating ~~notes~~costs. AThese ~~short~~factors, ~~term~~among ~~loan of $47~~others,~~962~~ ~~from~~raise ansubstantial ~~unrelated~~doubt ~~party~~about ~~was~~our ~~repaid~~ability into ~~September~~continue ~~2020.~~as ~~The~~a ~~current~~going ~~liabilities~~concern. atOur ~~August~~financial ~~31,~~statements ~~2019~~do ~~were~~not ~~$761,202~~include ~~which~~any ~~was~~adjustments ~~comprised~~that ofmight ~~$46,652~~result infrom ~~accounts~~the ~~payable~~outcome ~~and~~of ~~accrued~~this ~~liabilities,~~uncertainty. ~~$214,550~~There inare ~~payables~~no toassurances ~~related~~we ~~parties~~will asbe ~~well~~successful asin ~~$500,000~~our ~~due~~efforts to araise ~~related~~capital, ~~party~~develop ~~for~~a ~~Boatim~~source ~~platform~~of ~~software~~revenues, ~~acquisition.~~report Weprofitable ~~also~~operations ~~have~~or ~~non~~to ~~current~~continue ~~liabilities~~as ~~consisting~~a ofgoing ~~$38~~concern,~~391~~ in ~~operating~~which ~~lease~~event ~~obligations~~investors atwould ~~August~~lose ~~31,~~their ~~2020~~entire investment in our company.

WeLiquidity ~~currently anticipate our operating expenses (being legal~~ and ~~professional~~Capital ~~fees, IT cost and further website and software development and testing, sales, marketing and advertising, and other expenses) over the next 12 months will be approximately $1,500,000 to $2,000,000.~~Resources

OnAt August 31, ~~2020~~2021, ~~the~~we ~~Company~~ had ~~authorized~~$69,827 ~~500~~in cash and there were outstanding liabilities of $2,~~000~~489,~~000~~789 (cash of $38,427 and liabilities of $1,537,436 on August 31, ~~2019:~~2020, ~~500~~respectively). There was $1,~~000~~444,~~000~~364 in cash used in operations in 2021 ($509,192 net cash used in operating activities in 2020, respectively) ~~shares~~and of$333,243 ~~common~~used ~~stock~~in ~~with~~investing aactivities ~~par~~(as ~~value~~well ofas $0270,506 used in investing activities in 2020).~~001~~ ~~per~~There ~~share~~was $1,721,064 cash provided by financing activities in 2021 and $822,733 in cash provided by financing activities in 2020. This resulted in $31,400 change in net cash in 2021 and $22,736 in 2020.

AsCayo ofVentures ~~August~~GmbH ~~31,~~has ~~2020,~~verbally ~~the~~agreed ~~Company~~to ~~had~~continue ~~50,500,011~~to ~~(August~~loan ~~31,~~the ~~2019:~~company ~~50,500,011)~~funds ~~shares~~for ofoperating ~~common~~expenses ~~stock~~in ~~issued~~a ~~and~~limited ~~outstanding and there were no outstanding stock options or warrants. As of the date of this document~~scenario, ~~the~~but ~~Company~~it has ~~50,500,011~~no ~~shares~~legal ofobligation ~~common~~to ~~stock~~do ~~issued and outstanding~~so.

13 ~~Table of Contents~~

~~For~~Cash ~~the~~Requirements ~~year~~/Future ended August 31, 2020 we reported a net loss of $409,914 and an accumulated deficit of $797,306. As of August 31, 2020 we had cash of $38,427. The report of our independent registered public accounting firm on our financial statements for the year ended August 31, 2020 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our minimal cash and no source of revenues which are insufficient to cover our operating costs. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to raise capital, develop a source of revenues, report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.Financing

~~Liquidity~~There is limited historical financial information about us upon which to base an evaluation of our performance. We have not meaningfully commenced business operations based upon the amount of revenue we have been able to generate. We are in start-up stage operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and ~~Capital~~possible ~~Resources~~cost overruns due to price and cost increases in services and products.

AtWe ~~August~~have ~~31,~~no ~~2020,~~assurance wethat ~~had~~future ~~$38,427~~financing inwill ~~cash~~be ~~and~~available ~~there~~to ~~were~~us ~~outstanding liabilities of $1,537,436 (cash of $15,691 and liabilities of $761,202~~ on ~~August~~acceptable ~~31, 2019, respectively)~~terms. ~~There~~If ~~was~~financing ~~$509,192~~is innot ~~cash~~available ~~used~~on insatisfactory ~~operations in 2020 ($26~~terms,~~018~~ ~~net~~we ~~cash~~may ~~used~~be inunable ~~operating~~to ~~activities in 2019~~continue, ~~respectively)~~develop ~~and~~or ~~$270,506~~expand ~~used~~our ~~in investing activities as well as $822,733 provided by financing activities in 2020~~operations. ~~There~~Equity ~~was $70,298 used in cash in investing activities in 2019 and $111,946 in cash provided by~~ financing ~~activities~~could inresult ~~2019. This resulted~~ in ~~$22,736~~additional ~~change~~dilution into ~~net~~existing ~~cash in 2020 and $15,223 in 2019~~shareholders.

~~Cayo~~Off-Balance ~~Ventures~~Sheet ~~GmbH has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario, but it has no legal obligation to do so.~~ Arrangements

~~Cash~~We ~~Requirements~~do ~~/Future~~not ~~Financing~~have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, except as may be disclosed in the section “Recent Events”.

~~There~~Summary ~~is limited historical financial information about us upon which to base an evaluation~~ of ~~our~~significant ~~performance.~~accounting We have not meaningfully commenced business operations based upon the amount of revenue we have been able to generate. We are in start-up stage operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.policies:

WeRefer ~~have no assurance that future financing will be available~~ to usNote on2 ~~acceptable~~of ~~terms.~~the Iffinancial ~~financing~~statements ~~is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result~~ in ~~additional~~ITEM ~~dilution~~8 ~~to existing shareholders~~below.

~~Off-Balance~~Contractual ~~Sheet Arrangements~~Obligations

We ~~do not have any off-balance sheet arrangements that have or~~ are ~~reasonably likely to have~~ a ~~current~~smaller orreporting ~~future~~company ~~effect~~as ondefined ~~our~~by ~~financial~~Rule ~~condition,~~12b-2 ~~changes~~of inthe ~~financial~~Securities ~~condition,~~Exchange ~~revenues~~Act ~~or expenses, results~~ of ~~operations,~~1934 ~~liquidity,~~and ~~capital~~are ~~expenditures~~not orrequired ~~capital resources that is material~~ to ~~investors,~~provide ~~except as may be disclosed in~~ the ~~section~~information ~~“Recent~~under ~~Events”~~this item.

~~Summary~~ITEM of7A. ~~significant~~QUANTITATIVE ~~accounting~~AND ~~policies:~~QUALITATIVE DISCLOSURE ABOUT MARKET RISK

~~Refer~~We toare ~~Note~~a smaller reporting company as defined by Rule 12b-2 of the ~~financial~~Securities ~~statements~~Exchange inAct ~~ITEM~~of 81934 ~~below~~and are not required to provide the information under this item.

~~Contractual Obligations~~14

WeITEM ~~are~~8. aFINANCIAL ~~smaller~~STATEMENTS ~~reporting~~AND ~~company~~SUPPLEMENTARY ~~as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item~~DATA.

~~ITEM~~REPORT ~~7A.~~OF ~~QUANTITATIVE~~INDEPENDENT ~~AND~~REGISTERED ~~QUALITATIVE~~PUBLIC ~~DISCLOSURE~~ACCOUNTING ~~ABOUT~~FIRM ~~MARKET RISK~~

WeTo ~~are~~the aShareholders ~~smaller~~and ~~reporting~~Board ~~company as defined by Rule 12b-2~~ of ~~the~~Directors ~~Securities Exchange Act~~ of ~~1934 and are not required to provide the information under this item.~~

14Boatim ~~Table of Contents~~Inc.

~~ITEM~~Opinion 8.on ~~FINANCIAL~~the ~~STATEMENTS~~Financial ~~AND SUPPLEMENTARY DATA.~~Statements

~~REPORT~~We OFhave ~~INDEPENDENT~~audited ~~REGISTERED~~the ~~PUBLIC~~accompanying ~~ACCOUNTING~~consolidated ~~FIRM~~balance sheets of Boatim Inc. and its subsidiary (collectively, the “Company”) as of August 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2021 and 2020, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

ToGoing ~~the~~Concern ~~Shareholders and Board of Directors of Boatim Inc.~~Matter

~~Opinion~~The onaccompanying financial statements have been prepared assuming that the ~~Financial~~Company ~~Statements~~will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeBasis have audited the accompanying consolidated balance sheets of Boatim Inc. and its subsidiary (collectively, the “Company”) as of August 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Opinion

~~Going~~These ~~Concern~~financial ~~Matter~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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.

~~The~~We ~~accompanying~~conducted ~~financial~~our ~~statements~~audits ~~have~~in ~~been~~accordance ~~prepared~~with ~~assuming~~the ~~that~~standards of the ~~Company~~PCAOB. ~~will~~Those ~~continue~~standards asrequire athat ~~going~~we ~~concern.~~plan Asand ~~discussed~~perform inthe ~~Note~~audit 3 to obtain reasonable assurance about whether the financial statements, ~~the~~are ~~Company~~free ~~has~~of ~~suffered~~material ~~recurring~~misstatement, ~~losses~~whether ~~from~~due ~~operations~~to ~~and~~error ~~has~~or afraud. ~~net~~The ~~capital~~Company ~~deficiency~~is ~~that~~not ~~raises~~required ~~substantial~~to ~~doubt~~have, ~~about~~nor ~~its~~were ~~ability~~we engaged to ~~continue~~perform, asan aaudit ~~going~~of ~~concern.~~its ~~Management's~~internal ~~plans~~control inover ~~regard~~financial toreporting. ~~these~~As ~~matters~~part of our audits we are ~~also~~required ~~described~~to inobtain ~~Note~~an 3.understanding ~~The~~of internal control over financial ~~statements~~reporting dobut not ~~include~~for ~~any~~the ~~adjustments~~purpose ~~that~~of ~~might~~expressing ~~result~~an ~~from~~opinion on the ~~outcome~~effectiveness of ~~this~~the ~~uncertainty~~Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~Basis~~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, on 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, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for ~~Opinion~~our opinion.

~~These financial statements are the responsibility of the Company’~~/s/ ~~management.~~MaloneBailey, Our responsibility is to express an opinion on the Company’s 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. LLP

~~We conducted our audits in accordance with the standards of the PCAOB~~www. ~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud~~malonebailey. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits 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 reporting. Accordingly, we express no such opinion.com

~~Our~~We ~~audits~~have ~~included~~served 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, on 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, as ~~well as evaluating~~ the ~~overall~~Company's ~~presentation~~auditor ofsince ~~the financial statements~~2018. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~/s/ MaloneBailey~~Houston, ~~LLP~~Texas

~~www.malonebailey.com~~January 3, 2022

~~We have served as the Company's auditor since 2018.~~15

~~Houston,~~BOATIM ~~Texas~~INC. CONSOLIDATED BALANCE SHEETS

December 2, 2020

	August 31			August 31
	2021			2020
ASSETS

CURRENT ASSETS
Cash	$	69,827		$	38,427
Prepaid expenses		7,500			-
VAT receivable		17,810			34,265
Total current assets		95,137			72,692

Deposits		9,440			4,787
Fixed assets, net		14,434			11,350
Capitalized software costs, net		510,633			259,156
Right of use asset – operating lease		55,743			162,304
Total other assets		590,250			437,597

TOTAL ASSETS	$	685,387		$	510,289

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	373,039		$	189,680
Related party loan		427,451			348,031
Loan payable		20,000			47,962
Convertible notes, net of unamortized discount		1,613,556			464,650
Derivative liability		-			307,446
Current portion - operating lease obligation		33,333			141,276
Total current liabilities		2,467,379			1,499,045

Non-current Liabilities:
Operating lease obligation, net of current portion		22,410			38,391
TOTAL LIABILITIES		2,489,789			1,537,436

STOCKHOLDERS' DEFICIT

Common stock: authorized 500,000,000; $0.001 par value; 51,780,838 and 50,500,011 shares issued and outstanding at August 31, 2021 and 2020, respectively		51,781			50,500
Additional paid in capital		1,990,055			(259,635	)
Accumulated deficit		(3,913,475	)		(797,306	)
Accumulated other comprehensive loss		67,237			(20,706	)
Total Stockholders' deficit		(1,804,402	)		(1,027,147	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	685,387		$	510,289

15The ~~Table~~accompanying notes are an integral part of ~~Contents~~these consolidated financial statements

~~BOATIM INC. CONSOLIDATED BALANCE SHEETS~~16

	August 31			August 31
	2020			2019
ASSETS
CURRENT ASSETS
Cash	$	38,427		$	15,691
VAT receivable		34,265			-
Total current assets		72,692			15,691
Deposits		4,787			4,787
Fixed assets		11,350			-
Capitalized software costs		259,156			-
Right of use asset – operating lease		162,304			-
Total other assets		437,597			4,787
TOTAL ASSETS	$	510,289		$	20,478
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	189,680		$	46,652
Related party loan		348,031			214,550
Related party loan - acquisition		-			500,000
Loan payable		47,962			-
Convertible notes, net of unamortized discount		464,650			-
Derivative liability		307,446			-
Current portion - operating lease obligation		141,276			-
Total current liabilities		1,499,045			761,202
Non-current Liabilities:
Operating lease obligation, net of current portion		38,391			-
TOTAL LIABILITIES		1,537,436			761,202
STOCKHOLDERS' DEFICIT
Common stock: authorized 500,000,000; $0.001 par value; 50,500,011 shares issued and outstanding at August 31, 2020 and 2019		50,500			50,500
Additional Paid in Capital		(259,635	)		(403,425	)
Accumulated deficit		(797,306	)		(387,392	)
Accumulated other comprehensive loss		(20,706	)		(407	)
Total Stockholders' deficit		(1,027,147	)		(740,724	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	510,289		$	20,478

BOATIM INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~OPERATIONS anAND ~~integral part of these consolidated financial statements~~

16COMPREHENSIVE ~~Table~~LOSS ~~of Contents~~

BOATIM INC.

	Year Ended			Year Ended
	August 31, 2021			August 31, 2020

Revenue	$	900		$	118
Cost of Sales		-			(4	)
Gross Profit		900			114

Operating Expenses
General and administrative		2,317,196			680,470
Total Expenses		2,317,196			680,470

Loss from operations		(2,316,296	)		(680,356	)

Other Income (Expenses)
Change in fair value of derivative liability		(209,068	)		456,698
Interest expense		(617,934	)		(168,794	)
Gain/(Loss) on foreign exchange		27,129			(17,462	)
Total other income (expenses)		(799,873	)		270,442

Net loss before income tax provision		(3,116,169	)		(409,914	)
Provision for income tax		-			-

Net loss	$	(3,116,169	)	$	(409,914	)
Other comprehensive loss:
Foreign currency translation adjustment		87,943			(20,299	)

Total Comprehensive loss	$	(3,028,226	)	$	(430,213	)
Net loss per common share
Basic and diluted	$	(0.06	)	$	(0.01	)

Weighted average number of common shares outstanding
Basic and diluted		51,780,838			50,500,011

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are ~~AND~~an integral part of these consolidated financial statements

~~COMPREHENSIVE LOSS~~ 17

	Year Ended			Year Ended
	August 31, 2020			August 31, 2019
Revenue		118			-
Cost of Sales		(4	)		-
Gross Profit		114			-
Operating Expenses
General and administrative		680,470			85,720
Impairment loss		-			70,298
Total Expenses		680,470			156,018
Loss from operations		(680,356	)		(156,018	)
Other Income (Expenses)
Change in fair value of derivative liability		456,698			-
Interest expense		(168,794	)		-
Loss on foreign exchange		(17,462	)		-
Total other income (expenses)		270,442			-
Net loss before income tax provision		(409,914	)		(156,018	)
Provision for income tax		-			-
Net loss	$	(409,914	)	$	(156,018	)
Other comprehensive loss:
Foreign currency translation adjustment		(20,299	)		(407	)
Total Comprehensive loss	$	(430,213	)	$	(156,425	)
Net loss per common share
Basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding
Basic and diluted		50,500,011			50,500,011

BOATIM INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~CHANGES anIN ~~integral~~STOCKHOLDERS' ~~part~~DEFICIT ~~of these consolidated financial statements~~

17FOR ~~Table~~THE ofYEARS ~~Contents~~ENDED AUGUST 31, 2021 AND 2020

BOATIM INC.

								Accumulated
								Other
	Common Stock							Comprehensive						Total
	Number of Shares		Par Value		Capital Deficiency			Income (Loss)			Accumulated Deficit			Stockholders' Deficit

Balance - August 31, 2019		50,500,011	$	50,500	$	(403,425	)	$	(407)		$	(387,392	)	$	(740,724	)

Forgiveness of related party loan		-		-		81,290			-			-			81,290
Stock based compensation		-		-		62,500			-			-			62,500
Foreign currency translation adjustment		-		-		-			(20,299	)		-			(20,299	)
Net loss		-		-		-			-			(409,914	)		(409,914	)
Balance – August 31, 2020		50,500,011	$	50,500	$	(259,635	)	$	(20,706	)	$	(797,306	)	$	(1,027,147	)

Stock based compensation		-		-		595,824			-			-			595,824
Conversion of convertible notes payable to common stock		1,280,827	$	1,281		1,121,219			-			-			1,122,500
Resolution of derivative liability		-		-		532,647			-			-			532,647
Foreign currency translation adjustment		-		-		-			87,943			-			87,943
Net loss		-		-		-						(3,116,169	)		(3,116,169	)
Balance - August 31, 2021		51,780,838	$	51,781	$	1,990,055		$	67,237		$	(3,913,475	)	$	(1,804,402	)

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~CHANGES~~are INan ~~STOCKHOLDERS'~~integral ~~DEFICIT~~part of these consolidated financial statements.

~~FOR THE YEARS ENDED AUGUST 31, 2020 AND 2019~~18

								Accumulated
								Other
	Common Stock							Comprehensive						Total
	Number of Shares		Par Value		Capital Deficiency			Income (Loss)			Accumulated Deficit			Stockholders' Deficit
Balance - August 31, 2018		50,500,011	$	50,500	$	96,575		$	-		$	(231,374	)	$	(84,299	)
Acquisition of assets under common control		-		-		(500,000	)		-			-			(500,000	)
Foreign currency translation adjustment		-		-		-			(407	)		-			(407	)
Net loss		-		-		-			-			(156,018	)		(156,018	)
Balance – August 31, 2019		50,500,011	$	50,500	$	(403,425	)		(407	)	$	(387,392	)	$	(740,724	)
Forgiveness of related party loan		-		-		81,290			-			-			81,290
Stock based compensation		-		-		62,500			-			-			62,500
Foreign currency translation adjustment		-		-		-			(20,299	)		-			(20,299	)
Net loss		-		-		-						(409,914	)		(409,914	)
Balance - August 31, 2020		50,500,011	$	50,500	$	(259,635	)	$	(20,706	)	$	(797,306	)	$	(1,027,147	)

BOATIM INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~CASH anFLOWS ~~integral part of these consolidated financial statements.~~

18 Table of Contents

	For the year ended August 31,
	2021			2020
OPERATING ACTIVITIES:
Net loss	$	(3,116,169	)	$	(409,914	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses		8,597			-
Change in fair value of derivative liability		209,068			(456,698	)
Amortization of debt discount		617,934			168,794
Stock based compensation		595,824			62,500
Amortization of right of use assets		119,572			87,762
Amortization capitalized software		70,085			-
(Gain)/loss on foreign exchange		(17,362	)		17,462
Changes in operating assets and liabilities
VAT receivable		16,455			(34,265	)
Prepaid expense		(7,500	)		-
Deposits		(4,654	)		-
Accounts payable and accrued expenses		183,358			143,028
Operating lease obligation		(119,572	)		(87,861	)
NET CASH USED IN OPERATING ACTIVITIES		(1,444,364	)		(509,192	)

INVESTING ACTIVITIES
Fixed asset purchases		(11,681	)		(11,350	)
Software development costs		(321,562	)		(259,156	)
NET CASH USED IN INVESTING ACTIVITIES		(333,243	)		(270,506	)

FINANCING ACTIVITIES:
Proceeds from related party loans		1,216,420			774,771
Proceeds from loan payable		20,000			47,962
Proceeds from issuance of convertible notes		532,606			-
Repayment of loan payable		(47,962	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,721,064			822,733

EFFECT OF EXCHANGE RATE CHANGES IN CASH		87,943			(20,299	)

NET INCREASE IN CASH		31,400			22,736

CASH – BEGINNING OF PERIOD		38,427			15,691
CASH – END OF PERIOD	$	69,827		$	38,427

SUPPLEMENTAL CASHFLOW INFORMATION:
Cash paid for:
Income tax	$	-		$	-
Interest	$	-		$	-

Non-cash investing and financing activities:
Conversion of related party loan into convertible debt	$	1,137,000		$	1,060,000
Termination of lease contracts	$	73,554		$	-
Resolution of derivative liability	$	532,647		$	-
Debt discount from derivative liability	$	16,133		$	764,144
Conversion of convertible note to common stock	$	1,122,500		$	-
Right of use asset and operating lease liability recognized from adoption of ASC 842	$	68,397		$	250,066
Forgiveness of related party loan	$	-		$	81,290

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

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~ 19

	For the year ended August 31,
	2020			2019
OPERATING ACTIVITIES:
Net loss	$	(409,914	)	$	(156,018	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on impairment of software development cost		-			70,298
Change in fair value of derivative liability		(456,698	)		-
Amortization of debt discount		168,794			-
Stock based compensation		62,500			-
Amortization of right of use assets		87,762			-
Loss on foreign exchange		17,462			-
Changes in net assets and liabilities
VAT receivable		(34,265	)		-
Deposits		-			(4,787	)
Accounts payable and accrued expenses		143,028			64,489
Operating lease obligation		(87,861	)		-
NET CASH USED IN OPERATING ACTIVITIES		(509,192	)		(26,018	)
INVESTING ACTIVITIES
Fixed asset purchases		(11,350	)		-
Software development costs		(259,156	)		(70,298	)
NET CASH USED IN INVESTING ACTIVITIES		(270,506	)		(70,298	)
FINANCING ACTIVITIES:
Proceeds from related party loans		774,771			111,946
Proceeds from loan payable		47,962
NET CASH PROVIDED BY FINANCING ACTIVITIES		822,733			111,946
EFFECT OF EXCHANGE RATE CHANGES IN CASH		(20,299	)		(407	)
NET INCREASE IN CASH		22,736			15,223
CASH – BEGINNING OF PERIOD		15,691			468
CASH – END OF PERIOD	$	38,427		$	15,691
SUPPLEMENTAL CASHFLOW INFORMATION:
Cash paid for:
Income tax	$	-		$	-
Interest	$	-		$	-
Non-cash investing and financing activities:
Due to related party for acquisition of intangible asset	$	-		$	500,000
Due to related party – expenses paid for on behalf of the Company	$	-		$	25,139
Conversion of related party loan into convertible debt	$	1,060,000		$	-
Debt discount from derivative liability	$	764,144		$	-
Right of use asset and operating lease liability recognized from adoption of ASC 842	$	250,066		$	-
Forgiveness of related party loan	$	81,290		$	-

BOATIM INC.

~~The~~NOTES ~~accompanying~~TO ~~notes~~THE ~~are~~CONSOLIDATED anFINANCIAL ~~integral~~STATEMENTS ~~part of these consolidated financial statements~~

19NOTE ~~Table~~1 of– ~~Contents~~ORGANIZATION AND NATURE OF BUSINESS

~~BOATIM~~Boatim ~~INC~~Inc. . (“we”, “our, “Boatim”, the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. Its fiscal year end is August 31.

~~NOTES~~Boatim, TOInc. ~~THE~~established ~~CONSOLIDATED~~Boatim ~~FINANCIAL~~Europe ~~STATEMENTS~~ S.L. (“Boatim Europe”) as a private limited company pursuant to the laws of Spain on December 18, 2019, with the Company having indirect control of one hundred percent of the issued and outstanding membership interests of Boatim Europe. Boatim Europe commenced operations in February 2020 and is engaged in the business of providing software development, marketing, and selling services for Boatim Inc.

~~NOTE~~All 1membership –interests ~~ORGANIZATION~~of ~~AND~~Boatim ~~NATURE~~Europe OFare ~~BUSINESS~~currently held in trust by the Company´s CEO for practical reasons and only until the formal transfer into the name of Company has been completed according to the requirements of applicable Spanish law. In December 2020, the Company finalized the process of collecting and submitting all required paperwork to the Spanish authorities to enter Boatim Inc. as direct owner on public records in Spain, making Boatim Europe a wholly owned subsidiary of the Company.

~~Boatim~~Originally ~~Inc.~~in ~~formerly~~the ~~known~~business of producing and distributing furniture, the business was changed to online food blogging as ~~Emerald~~a ~~Data~~promotion ~~Inc.~~channel ~~(“we”~~for restaurants, ~~“our~~bars and fine dining. Subsequently, “following the acquisition of the Boatim” software platform, the “Company”) isexpanded ainto ~~for~~the ~~profit~~boating ~~corporation~~industry ~~established~~by ~~under~~further developing the ~~corporate~~software ~~laws~~platform. ofThe ~~the~~Boatim ~~State~~software ofplatform ~~Nevada~~is onan ~~August~~online ~~15,~~boat ~~2014.~~trading Onmarketplace, ~~January~~combining ~~24,~~data-driven ~~2019~~technology ~~the~~and ~~Company´s~~our ~~board~~digital ~~and~~marketing ~~shareholders~~capabilities ~~passed~~to offer a ~~motion~~rolling tosubscription ~~change~~for ~~the~~service ~~Company~~model ~~name~~of access to ~~“BOATIM~~the ~~INC.”~~platform ~~Its~~for ~~fiscal~~the ~~year~~extensive ~~end~~market isof ~~August~~global 31boat dealers.

OnNOTE ~~November~~2 ~~07,~~- ~~2019,~~SUMMARY ~~the~~OF ~~Company’s~~SIGNIFICANT ~~Board~~ACCOUNTING ~~of Directors approved a 3 for 1 Reverse stock Split. All share amounts have been retroactively adjusted to reflect the reverse stock split.~~POLICIES

~~Boatim,~~Principles ~~Inc. established Boatim Europe S.L. (“Boatim Europe”) as a private limited company pursuant to the laws~~ of Spain on December 18, 2019, with the Company having indirect ownership of one hundred percent of the issued and outstanding membership interests of Boatim Europe. Boatim Europe is currently structured and treated as a wholly owned subsidiary of the Company. The Company is in the process of collecting and submitting all required paperwork to the Spanish authorities to enter Boatim Inc. as direct owner on public records in Spain.Consolidation

~~Originally~~The inCompany ~~the~~prepares ~~business~~its ofconsolidated ~~producing~~financial ~~and~~statements ~~distributing~~on ~~furniture,~~ the ~~business~~accrual ~~was~~basis ~~changed~~of toaccounting. ~~online~~The ~~food~~accompanying ~~blogging~~consolidated asfinancial astatements ~~promotion~~include ~~channel for restaurants, bars and fine dining. Subsequently, following~~ the ~~acquisition~~accounts of the ~~Boatim~~Company ~~software~~with ~~platform,~~its ~~the~~fiscal ~~Company~~year ~~expanded~~end ~~into~~of ~~the~~August ~~boating~~31, ~~industry~~and byits ~~further~~wholly ~~developing~~owned ~~the software platform~~subsidiary. ~~The~~All ~~Boatim~~intercompany ~~software platform is an online boat trading marketplace~~accounts, ~~combining~~balances ~~data-driven technology~~ and ~~our~~transactions ~~digital~~have ~~marketing~~been ~~capabilities~~eliminated toin ~~offer a rolling subscription for service model of access to~~ the ~~platform~~consolidation ~~for~~as ~~the extensive market~~ of ~~global~~August ~~boat dealers~~31.

~~NOTE~~Basis 2of ~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Presentation

~~Principles~~The accompanying consolidated financial statements of ~~Consolidation~~the Company for the years ended August 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~The~~Cash Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company with its fiscal year end of August 31, and ~~its~~Cash ~~wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at August 31.~~Equivalents

~~Basis~~The Company considers all highly liquid investments with an original maturity of ~~Presentation~~three months or less when purchased to be cash equivalents.

~~The~~Fixed accompanying financial statements of the Company for the periods ended August 31, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).Assets

~~Cash~~Fixed assets are stated at historical cost less accumulated depreciation. The historical cost of acquiring an item of fixed assets includes the costs necessarily incurred to bring it to the condition and ~~Cash~~location ~~Equivalents~~necessary for its intended use. Costs associated with repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 years.

~~The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.~~20

~~Fixed~~Revenue ~~Assets~~Recognition

~~Fixed~~The ~~assets~~Company ~~are~~recognizes ~~stated~~revenue ~~at historical~~in ~~cost~~accordance ~~less~~with ~~accumulated~~ASC ~~depreciation~~606, Revenue from Contracts with Customers. ~~The~~ASC ~~historical~~606 ~~cost~~creates ofa ~~acquiring~~five-step anmodel ~~item~~that requires entities to exercise judgment when considering the terms of ~~fixed~~contracts, ~~assets~~which includes (1) identifying the ~~costs~~contracts ~~necessarily~~or ~~incurred~~agreements towith ~~bring~~a itcustomer, to(2) identifying our performance obligations in the ~~condition~~contract ~~and~~or ~~location~~agreement, ~~necessary~~(3) ~~for~~determining ~~its~~the ~~intended~~transaction ~~use.~~price, ~~Costs~~(4) ~~associated~~allocating ~~with~~the ~~repairs~~transaction price to the separate performance obligations, and ~~maintenance~~(5) ~~are~~recognizing ~~expensed~~revenue as ~~incurred.~~each ~~Depreciation~~performance obligation is ~~provided~~satisfied. ~~using~~The Company only applies the ~~straight~~five-~~line~~step ~~method~~model ~~over~~to contracts when it is probable that the ~~estimated~~Company ~~useful~~will ~~lives~~collect ofthe consideration it is entitled to in exchange for the ~~assets,~~services ~~which~~it ~~are~~transfers 3to ~~years~~its clients.

20Fair ~~Table~~Value of ~~Contents~~Financial Instruments

~~Revenue~~ASC ~~Recognition~~825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2021 and 2020.

~~The~~Authoritative ~~Company~~literature ~~recognizes~~provides ~~revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 creates~~ a ~~five-step~~fair ~~model~~value hierarchy that requires ~~entities~~an entity to ~~exercise~~maximize ~~judgment when considering~~ the ~~terms~~use of ~~contracts,~~observable ~~which~~inputs ~~includes~~and ~~(1)~~minimize ~~identifying~~ the ~~contracts~~use orof ~~agreements~~unobservable ~~with~~inputs awhen ~~customer,~~measuring ~~(2)~~fair ~~identifying~~value. ~~our~~A ~~performance~~financial ~~obligations~~instrument’s incategorization ~~the~~within ~~contract or agreement, (3) determining~~ the ~~transaction~~fair ~~price,~~value ~~(4)~~hierarchy ~~allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation~~ is ~~satisfied.~~based ~~The~~upon ~~Company only applies~~ the ~~five-step~~lowest ~~model~~level toof ~~contracts~~input ~~when it is probable~~ that ~~the Company will collect the consideration it~~ is ~~entitled~~significant to ~~in exchange for~~ the ~~services~~fair itvalue ~~transfers~~measurement toas ~~its clients.~~ follows:

~~Fair~~Level ~~Value~~1 of- ~~Financial~~Quoted ~~Instruments~~market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

~~ASC~~Level ~~825,~~2 ~~“Disclosures~~- ~~about~~Inputs ~~Fair~~include ~~Value~~quoted ofprices ~~Financial~~for ~~Instruments”,~~similar ~~requires~~assets ~~disclosure~~and ofliabilities ~~fair~~in ~~value~~active ~~information~~markets, ~~about~~quoted ~~financial~~prices ~~instruments.~~for ~~ASC~~identical ~~820,~~or ~~“Fair~~similar ~~Value~~assets ~~Measurements”~~or ~~defines~~liabilities ~~fair~~in ~~value,~~markets ~~establishes~~that aare ~~framework~~not ~~for~~active, ~~measuring~~inputs ~~fair~~other ~~value~~than inquoted ~~generally~~prices ~~accepted~~that ~~accounting~~are ~~principles,~~observable ~~and~~for ~~expands~~the ~~disclosures~~asset ~~about~~or ~~fair~~liability ~~value measurements~~(e.g., ~~Fair~~interest ~~value~~rates, ~~estimates~~yield ~~discussed~~curves, ~~herein~~etc.), ~~are~~and ~~based~~inputs ~~upon~~that ~~certain~~are ~~market~~derived ~~assumptions~~principally ~~and~~from ~~pertinent~~or ~~information~~corroborated ~~available~~by toobservable ~~management~~market asdata ofby ~~August~~correlation ~~31,~~or ~~2020~~other ~~and~~means ~~2019~~(market corroborated inputs).

~~Authoritative~~Level ~~literature~~3 ~~provides~~- aUnobservable ~~fair~~inputs ~~value hierarchy~~ that ~~requires~~reflect anour ~~entity~~assumptions toabout ~~maximize~~ the ~~use~~assumptions ofthat ~~observable~~market ~~inputs~~participants ~~and~~would ~~minimize the~~ use ofin ~~unobservable~~pricing ~~inputs when measuring fair value. A financial instrument’s categorization within~~ the ~~fair~~asset ~~value~~or ~~hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:~~liability.

~~Level~~The 1respective carrying values of certain on-balance-sheet ~~Quoted~~financial ~~market~~instruments ~~prices~~approximate ~~available~~their infair ~~active~~values. ~~markets~~These ~~for~~financial ~~identical~~instruments ~~assets~~include orcash, ~~liabilities~~accounts ~~that~~payable, ~~the~~convertible ~~Company~~notes ~~has~~and ~~the~~notes ~~ability~~payable. Fair values were assumed to ~~access~~approximate atcarrying ~~the~~values ~~measurement~~for ~~date~~these financial instruments due to their short term maturities.

~~Level~~Foreign 2Currency - Inputs include quoted prices for similar assets and 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, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

~~Level~~Assets 3and -liabilities ~~Unobservable~~of ~~inputs~~Boatim ~~that~~Europe ~~reflect~~are ~~our~~translated ~~assumptions~~into ~~about~~U.S. dollars at the ~~assumptions~~respective ~~that~~rates ~~market~~of ~~participants~~exchange ~~would~~prevailing ~~use~~at inthe ~~pricing~~end of the ~~asset~~reporting period. Income and expense accounts are translated at average exchange rates prevailing during the reporting period. Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive (loss) income (“AOCI”) and will be included as income or ~~liability~~expense only upon sale or liquidation of the underlying entity. Boatim Europe considers its local currency (EURO) as its functional currency.

~~The~~In ~~respective~~accordance ~~carrying~~with ~~values~~ASC Topic 830-30, “Translation of ~~certain~~Financial ~~on-balance-sheet~~Statements”, ~~financial~~monetary ~~instruments~~asset ~~approximate~~and ~~their~~liability ~~fair~~accounts ~~values.~~are ~~These~~translated ~~financial~~into ~~instruments~~the ~~include~~Company’s ~~cash~~reporting currency, ~~accrued~~the ~~liabilities~~US dollar, ~~convertible~~using ~~notes~~the ~~and~~closing ~~notes~~exchange ~~payable.~~rate ~~Fair~~in ~~values~~effect ~~were~~at ~~assumed~~the tobalance ~~approximate~~sheet ~~carrying~~date, ~~values~~nonmonetary ~~for~~accounts ~~these~~are ~~financial~~translated ~~instruments~~using ~~due~~historical toexchange ~~their~~rates ~~short~~and ~~term~~income ~~maturities~~and expense accounts are translated using the average exchange rate prevailing during the reporting period.

~~Foreign Currency~~ 21

~~Assets~~Translation ~~and liabilities~~ of ~~Boatim~~amounts ~~Europe~~from ~~are translated into U.S. dollars at~~ the ~~respective~~local ~~rates~~currency of ~~exchange~~Boatim ~~prevailing~~Europe atinto ~~the~~US$ ~~end~~has ofbeen ~~the~~made ~~reporting period. Income and expense accounts are translated~~ at ~~average exchange rates prevailing during~~ the ~~reporting~~following ~~period.~~exchange Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive (loss) income (“AOCI”) and will be included as income or expense only upon sale or liquidation of the underlying entity. Boatim Europe considers its local currency (EURO) as its functional currency.rates:

In accordance with ASC Topic 830-30, “Translation of Financial Statements”, monetary asset and liability accounts are translated into the Company’s reporting currency, the US dollar, using the closing exchange rate in effect at the balance sheet date, nonmonetary accounts are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

August 31,

2021

August 31,

2020

Current EUR: US$ exchange rate

1.1771

1.1991

Average EUR: US$ exchange rate

1.1951

1.1136

21Capitalized ~~Table~~Software ofDevelopment ~~Contents~~Costs

~~Translation~~Computer ofsoftware ~~amounts~~development ~~from~~costs related to software developed for internal use falls under the ~~local~~accounting ~~currency~~guidance of ~~Boatim~~ASC ~~Europe~~Topic ~~into~~350-40, ~~US$~~Intangibles ~~has~~Goodwill ~~been~~and ~~made~~Other–Internal atUse Software, in which computer software costs are expensed as incurred during the ~~following~~preliminary ~~exchange~~project ~~rates:~~stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred.

	August 31, 2020		August 31, 2019
Current EUR: US$ exchange rate		1.1991		1.1009
Average EUR: US$ exchange rate		1.1136		1.1011

Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the year ended August 31, 2021 and for the fiscal year ended to August 31, 2020, the Company capitalized $321,562 and $259,156 in software development costs. Software costs are included in “Capitalized software costs, net” on the Company’s consolidated balance sheets and are depreciated using the straight-line method over their estimated useful life of five years.

~~Capitalized~~Impairment ~~Software~~of ~~Development~~Long-Lived ~~Costs~~Assets

~~Computer~~The ~~software~~Company’s ~~development~~long-lived ~~costs~~assets, ~~related~~including tointangibles, ~~software~~are ~~developed~~reviewed for ~~internal~~impairment ~~use~~whenever ~~falls~~events ~~under~~or changes in circumstances indicate that the ~~accounting~~historical-cost ~~guidance~~carrying value of ~~ASC~~an ~~Topic~~asset ~~350-40,~~may ~~Intangibles~~no ~~Goodwill~~longer ~~and~~be ~~Other–Internal~~appropriate. ~~Use~~The ~~Software,~~Company inassesses ~~which~~recoverability ~~computer~~of ~~software~~the ~~costs~~asset ~~are~~by ~~expensed~~comparing asthe ~~incurred~~undiscounted ~~during~~future net cash flows expected to result from the ~~preliminary~~asset ~~project~~to ~~stage~~its ~~and~~carrying ~~capitalization~~value. ~~begins~~If inthe carrying value exceeds the ~~application~~undiscounted ~~development~~future ~~stage~~net ~~once~~cash flows of the ~~capitalization~~asset, ~~criteria~~an ~~are~~impairment ~~met.~~loss ~~Costs~~is ~~associated~~measured ~~with~~and ~~post~~recognized. ~~implementation~~An ~~activities~~impairment ~~are~~loss ~~expensed~~is measured as ~~incurred~~the difference between the net book value and the fair value of the long-lived asset. No impairment losses were required to be recognized during the fiscal years ended August 31, 2021 and 2020.

Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the years ended August 31, 2020 and 2019, a total of $259,156 and $77,849 in software development costs has been incurred since the acquisition, respectively. Leases

~~Impairment~~As of ~~Long-Lived~~September ~~Assets~~1, 2019, the Company adopted the provisions of "Accounting Standards Codification Topic 842 Leases (ASC 842)" using the modified retrospective basis for all agreements

The Company’s ~~long-lived~~recognizes ~~assets,~~a ~~including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical~~right-~~cost carrying value~~ of-use an asset ~~may~~and nolease ~~longer~~liability befor ~~appropriate.~~all ~~The~~financing ~~Company~~and ~~assesses~~operating ~~recoverability~~leases ofwith ~~the~~terms ~~asset~~greater bythan ~~comparing~~twelve ~~the~~months. ~~undiscounted~~The ~~future~~lease ~~net~~liability ~~cash~~is ~~flows~~measured ~~expected~~based toon ~~result from~~ the ~~asset~~present ~~to its carrying~~ value. Ifof the ~~carrying~~lease ~~value~~payments ~~exceeds~~not ~~the~~yet ~~undiscounted~~paid. ~~future~~The ~~net cash flows~~ right-of-use ~~the~~ asset, ~~an impairment loss~~ is measured ~~and~~based ~~recognized.~~on Anthe ~~impairment~~initial ~~loss~~measurement isof ~~measured as~~ the ~~difference~~lease ~~between~~liability ~~the~~adjusted ~~net~~for ~~book~~any ~~value~~direct ~~and~~costs ~~the~~incurred ~~fair~~upon ~~value~~commencement of the ~~long-lived asset~~lease. ~~Long~~The right-~~lived~~of-use assets ~~were~~are ~~evaluated~~amortized ~~for~~on ~~impairment~~a ~~and~~straight-line ~~the~~basis ~~Company~~over ~~recorded~~the ~~impairment~~lease ~~loss~~term, onand ~~Capitalized~~are ~~software~~tested ~~development~~for ~~costs~~impairment ofin $0a ~~and~~manner ~~$70,298~~consistent ~~during~~with the ~~fiscal~~other ~~years~~long-lived ~~ended~~assets ~~August~~held ~~31,~~by ~~2020~~the ~~and 2019, respectively~~Company.

~~Leases~~Derivative Instrument Liability

AsThe ofCompany ~~September~~accounts 1for derivative instruments in accordance with ASC 815, ~~2019~~which establishes accounting and reporting standards for derivative instruments and hedging activities, ~~the~~including ~~Company~~certain ~~adopted~~derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the ~~provisions~~balance sheet at fair value, regardless of "hedging relationship designation. Accounting ~~Standards~~for ~~Codification~~changes ~~Topic~~in ~~842~~fair ~~Leases~~value ~~(ASC~~of ~~842)"~~the ~~using~~derivative instruments depends on whether the ~~modified~~derivatives ~~retrospective~~qualify ~~basis~~as ~~for~~hedging ~~all~~relationships ~~agreements~~and the types of relationships designated are based on the exposures hedged. At August 31, 2021 and 2020, the Company had $0 and $307,446 derivative liability, respectively.

~~The~~Use ~~Company recognizes a right-~~of~~-use~~ asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.Estimates

~~Derivative~~The ~~Instrument~~preparation ~~Liability~~of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At August 31, 2020 and 2019, the Company had a derivative liability of $307,446 and $0, respectively,22

22Basic ~~Table~~and ofDiluted ~~Contents~~Loss Per Share

~~Use~~The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of ~~Estimates~~both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the years ended August 31, 2021 and 2020, potential dilutive instruments were anti-dilutive due to the Company’s net losses.

~~The~~Income preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.Taxes

~~Basic~~We use the asset and ~~Diluted~~liability ~~Loss~~method ~~Per~~of ~~Share~~accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

~~The Company computes earnings (loss) per share in accordance with~~ ASC ~~260~~Topic 740-10-4530 ~~“Earnings~~clarifies ~~per Share”, which requires presentation of both basic and diluted earnings per share on~~ the ~~face~~accounting offor ~~the~~uncertainty ~~statement~~in ofincome ~~operations.~~taxes ~~Basic~~recognized ~~earnings~~in ~~(loss)~~an ~~per~~enterprise’s ~~share~~financial isstatements ~~computed~~and byprescribes ~~dividing~~a ~~net~~recognition ~~earnings~~threshold ~~(loss)~~and ~~available~~measurement toattribute ~~common~~for ~~stockholders~~the byfinancial ~~the~~statement ~~weighted~~recognition ~~average~~and ~~number~~measurement of ~~outstanding~~a ~~common~~tax ~~shares~~position ~~during~~taken ~~the~~or ~~period.~~expected ~~Diluted earnings (loss) per share gives effect~~ to ~~all~~be ~~dilutive~~taken ~~potential~~in ~~common~~a ~~shares~~tax ~~outstanding~~return. ~~during~~ASC ~~the~~Topic ~~period.~~740-10-40 ~~Dilutive~~provides ~~earnings~~guidance ~~(loss)~~on ~~per~~de-recognition, ~~share~~classification, ~~excludes~~interest ~~all~~and ~~potential~~penalties, ~~common~~accounting ~~shares~~in ifinterim ~~their~~periods, ~~effect~~disclosure, isand ~~anti-dilutive~~transition. ~~The~~We ~~Company~~have ~~has~~ no ~~potential~~material ~~dilutive~~uncertain ~~instruments,~~tax ~~and~~positions ~~therefore,~~for ~~basic~~any ~~and~~of ~~diluted~~the ~~earnings~~reporting ~~(loss)~~periods ~~per share are equal~~presented.

~~Income~~The ~~Taxes~~Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

WeStock ~~use~~Based the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.Compensation

~~ASC~~The ~~Topic~~Company ~~740-10-30~~measures ~~clarifies~~ the ~~accounting~~cost ~~for~~of ~~uncertainty~~services received in ~~income~~exchange ~~taxes~~for ~~recognized~~an inaward anof ~~enterprise’s~~equity ~~financial~~instruments ~~statements~~based ~~and~~on ~~prescribes~~the afair ~~recognition~~value ~~threshold~~of the award. For employees and ~~measurement~~directors ~~attribute~~and ~~for~~non-employees ~~the~~(effective ~~financial~~September ~~statement~~1, ~~recognition~~2019), ~~and~~the ~~measurement~~fair value of athe ~~tax~~award ~~position~~is ~~taken~~measured oron ~~expected~~the togrant bedate. ~~taken~~The infair avalue ~~tax~~amount ~~return.~~is ~~ASC~~then ~~Topic~~recognized ~~740-10-40~~over ~~provides~~the ~~guidance~~period onduring ~~de-recognition,~~which ~~classification,~~services ~~interest~~are ~~and~~required ~~penalties,~~to ~~accounting~~be provided in ~~interim~~exchange ~~periods,~~for ~~disclosure~~the award, ~~and~~usually ~~transition~~the vesting period. WeStock-based ~~have~~compensation noexpense ~~material~~is ~~uncertain~~recorded ~~tax~~by ~~positions~~the ~~for~~Company ~~any~~in ofthe same expense classifications in the ~~reporting~~consolidated ~~periods~~statements ~~presented~~of operations and comprehensive loss, as if such amounts were paid in cash.

~~The~~Recent ~~Company has evaluated Staff~~ Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.Pronouncements

~~Stock~~On ~~Based~~December ~~Compensation~~18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. This ASU will be effective for the Company on September 1, 2021 and will have an impact on the consolidated financial statements once adopted. The Company is still evaluating how much of an impact this ASU will have on its consolidated financial statements.

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors and non-employees (effective September 1, 2019), the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.23

23On ~~Table~~January 16, 2020, the FASB issued ASU 2020-01 in response to an EITF consensus. The ASU makes improvements related to the following two topics: (a) Accounting for certain equity securities when the equity method of ~~Contents~~accounting is applied or discontinued — The ASU clarifies that “an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.” (b) Scope considerations related to forward contracts and purchased options on certain securities — The ASU clarifies that “for the purpose of applying paragraph 815-10- 15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825.” This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe this ASU will have an impact on its consolidated financial statements upon adoption of this ASU on September 1, 2021.

~~Recent~~In ~~Accounting~~May ~~Pronouncements~~2021, the FASB issued ASU 2021-04 in response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of on its consolidated financial statements.

OnOther ~~December~~recent ~~18,~~accounting ~~2019,~~pronouncements ~~the FASB~~ issued ~~ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested~~ by ~~stakeholders as part of~~ the FASB~~’s simplification initiative (i.e.~~, ~~the~~including ~~Board’s~~its ~~effort~~Emerging toIssues ~~reduce~~Task ~~the~~Force, ~~complexity of accounting standards while maintaining or enhancing~~ the ~~helpfulness~~American Institute of ~~information~~Certified ~~provided~~Public ~~to financial statement users. This ASU is effective for fiscal years~~Accountants, and ~~interim~~the ~~periods~~SEC ~~within~~did ~~those~~not ~~fiscal~~or ~~years,~~in ~~beginning~~management’s ~~after~~opinion ~~December~~will ~~15,~~not ~~2020.~~have ~~The~~a ~~Company~~material isimpact ~~evaluating~~on the ~~impact~~Company’s ofpresent ~~this~~or onfuture ~~its~~ consolidated financial statements.

OnNOTE ~~January~~3 ~~16,~~– ~~2020,~~GOING the FASB issued ASU 2020-01 in response to an EITF consensus. The ASU makes improvements related to the following two topics: (a) Accounting for certain equity securities when the equity method of accounting is applied or discontinued — The ASU clarifies that “an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.” (b) Scope considerations related to forward contracts and purchased options on certain securities — The ASU clarifies that “for the purpose of applying paragraph 815-10- 15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825.” This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is evaluating the impact of this on its consolidated financial statements.CONCERN

~~Other~~The ~~recent~~accompanying ~~accounting~~financial ~~pronouncements~~statements ~~issued~~have bybeen ~~the~~prepared ~~FASB,~~in ~~including~~conformity ~~its~~with ~~Emerging~~generally ~~Issues~~accepted ~~Task~~accounting ~~Force~~principles, which contemplate continuation of the ~~American~~Company ~~Institute~~as a going concern. The Company had minimal revenues during year ended August 31, 2021 of ~~Certified~~$900 ~~Public~~and ~~Accountants~~$118 revenues for the year ended August 31, 2020 and has recurring losses. In addition, the ~~SEC~~Company ~~did~~had ~~not~~a ornegative inworking ~~management’s~~capital ~~opinion~~as ~~will~~of August 31, 2021 and has not ~~have~~completed its efforts to establish a ~~material~~source ~~impact~~of onrevenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ~~present~~ability orto ~~future~~continue ~~consolidated~~as ~~financial~~a ~~statements~~going concern.

~~NOTE~~Management 3anticipates –that ~~GOING~~the ~~CONCERN~~Company will be dependent, for the near future, on borrowings from related parties to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~The~~NOTE ~~accompanying~~4 ~~financial~~– ~~statements~~RELATED ~~have~~PARTY been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had minimal revenues during year ended August 31, 2020 of $118 and no revenues for the year ended August 31, 2019 and has recurring losses. In addition, the Company had a negative working capital as of August 31, 2020 and has not completed its efforts to establish a source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.TRANSACTIONS

~~Management~~Mr. ~~anticipates~~Robert ~~that~~Glass, ~~the~~a ~~Company will be dependent~~lawyer, ~~for~~is ~~the~~providing ~~near~~services ~~future,~~free onof ~~borrowings~~charge from ~~related~~time ~~parties~~ to ~~fund operating expenses. In light of management’s efforts~~time, ~~there~~such ~~are~~services noinvolving ~~assurances~~advice ~~that~~on ~~the~~accounting ~~Company~~matters ~~will be successful in any of its endeavors or become financially viable~~ and ~~continue~~processing ~~as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification~~ of ~~recorded~~information ~~asset~~for ~~amounts,~~reporting ~~or amounts and classification of liabilities that might result from this uncertainty~~services.

~~NOTE~~The 4former –Chief ~~RELATED~~Technology ~~PARTY~~Officer ~~TRANSACTIONS~~of the Company, Mr. Patrick Heneise is also the owner of Zentered OÜ (fka Heneise Consulting OÜ, “Zentered”). Zentered has provided software development and maintenance services to the Company and has recognized expenses for such services of $39,231 during the year ended August 31, 2020. As of August 31, 2021 and 2020 nothing remains outstanding.

~~Mr. Robert Glass, a lawyer, is providing services free of charge from time to time, such services involving advice on accounting matters and processing of information for reporting services.~~ 24

~~The~~During ~~Chief~~the ~~Technology~~fiscal ~~Officer~~year ofended ~~the~~August ~~Company~~31, ~~Mr.~~2020, ~~Patrick~~Cayo ~~Heneise~~Ventures isGmbH ~~also~~(“Cayo”), ~~the~~a ~~owner~~related party, advanced a total of ~~Zentered~~$774,771 OÜto ~~(fka~~the ~~Heneise~~Company. ~~Consulting~~During OÜthe fiscal year ended August 31, 2021, Cayo Ventures GmbH (“~~Zentered~~Cayo”)., ~~Zentered~~a ~~has~~related ~~provided~~party, ~~software~~advanced ~~development~~a ~~and~~total ~~maintenance~~of ~~services~~$1,216,420 to the Company. Cayo is owned by the former majority shareholder and ~~has~~former ~~recognized~~officer, ~~expenses~~Mr. ~~for~~Yves ~~such~~Toelderer. ~~services~~On June 07, 2021 and June 08, 2021, the Company issued convertible notes in the amount of $39696,~~231~~000 ~~during~~and ~~the~~$441,000 ~~year~~to ~~ended~~two ~~August~~unrelated 31parties, ~~2020~~in exchange for their assumption of related party loans owed to Cayo for the same amounts. There was no gain or loss on extinguishment recorded on the old Cayo Venture loan. As of August 31, 2021 and 2020, ~~nothing~~the ~~remains~~Company ~~outstanding~~owed a total of $427,451 and 348,031, respectively, to Cayo, which includes $2,833 owed to Yves Toelderer. These loans are unsecured, non-interest bearing and due on demand.

OnDuring ~~September~~the 12year ended August 31, 2019, ~~Veng~~the ~~Kun~~Company ~~Lun~~issued a note in the amount of $500,000 anto ~~officer~~Cayo ~~and~~for ~~director~~the purchase of the ~~Company~~Boatim software platform. The note matured on January 23, ~~forgave~~2020 ~~all~~but ~~amounts~~was ~~due~~extended to ~~him~~January ~~from~~23, 2021. On July 21, 2020, the Company cancelled the note when Cayo transferred its claim against the Company to an unrelated party. On the same date, ~~totaling~~Cayo also assigned a portion of the related party loans (see above) amounting to $81560,~~290,~~000 ~~which~~to ~~was~~another ~~recorded~~unrelated asparty. ~~additional~~The ~~paid~~Company inthen ~~capital~~issued convertible notes to these unrelated parties. (See Note 7).

On June 1, 2020, the Company entered into services agreement with Mr. Wolfgang Tippner, as Chief Executive Officer. The agreement calls for a sign-on bonus of $24,000, ~~Table~~payable within 6 months from the date of ~~Contents~~the agreement and a cash compensation for his services of $8,000 per month. During the years ended August 31, 2021 and August 31, 2020, a total of $8,000 and $0 has been paid to Mr. Tippner, respectively. As of August 31, 2020, $48,000 in accrued compensation remained outstanding. As of August 31, 2021, $120,000 in accrued compensation remains outstanding.

~~During~~On June 1, 2020, the ~~fiscal~~Company ~~year~~entered ~~ended~~into ~~August~~a ~~31,~~service ~~2020,~~agreement ~~Cayo~~with ~~Ventures~~Mr. ~~GmbH~~Patrick ~~(“Cayo”)~~Heneise, aas ~~related~~Chief ~~party,~~Technology ~~advanced~~Officer. aThe ~~total~~agreement calls for an equity bonus of ~~$774~~200,~~771~~000 tocommon shares of the ~~Company~~company within 6 months of the date of the agreement. ~~Cayo~~As cash compensation for his services he is ~~owned~~to byreceive ~~the~~a ~~former~~total ~~majority~~of ~~shareholder~~€35,000, payable at €2,500 per month for technology consulting services and ~~former~~a ~~officer~~€5,000 ~~Mr.~~executive ~~Yves~~services ~~Toelderer~~fee payable annually. AsDuring ofthe year ended August 31, 2021 and 2020, a total of $14,922 and $2,968 has been paid to Mr. Heneise, respectively. On June 02, 2021 Patrick Heneise resigned as Director and CTO which took effect on June 30, 2021 but continues with the Company ~~owed~~as a ~~total~~consultant. As of ~~$348~~August 31,~~031~~ to2021 ~~Cayo~~and 2020, ~~which~~$24,301 ~~includes~~and $28,~~833~~864 ~~owed~~in toaccrued ~~Yves~~compensation ~~Toelderer~~remains outstanding, respectively. ~~These~~During ~~loans~~the ~~are~~year ~~unsecured~~ended August 31, ~~non~~2021, the Company recognized $250,000 of stock-~~interest~~based ~~bearing~~compensation ~~and~~expense ~~due~~for onthe ~~demand~~200,000 shares earned by Mr. Heneise.

~~During~~On ~~the~~June ~~year ended August 31~~15, ~~2019~~2020, the Company ~~issued~~entered into a ~~note~~service inagreement ~~the~~with ~~amount~~Mr. ofChris ~~$500~~Roy,~~000~~ toas ~~Cayo~~Chief Product Officer. The agreement calls for ~~the~~a ~~purchase~~base salary of ~~the~~€125,000 ~~Boatim~~per ~~software platform~~year. ~~The~~In ~~note~~addition, ~~matured~~Mr. onRoy ~~January~~is ~~23,~~eligible ~~2020~~to ~~but~~receive ~~was~~a ~~extended~~performance bonus equal to ~~January~~50% 23of his base salary, ~~2021.~~based Onupon ~~July~~targets ~~21,~~set ~~2020,~~by the board of directors of the Company. ~~cancelled~~During the ~~note~~years ~~when~~ended ~~Cayo~~August ~~transferred~~31, ~~its~~2021 ~~claim~~and ~~against~~2020, ~~the~~this ~~Company~~performance tobonus anwas ~~unrelated~~not ~~party~~earned or paid to Mr. OnRoy. During the ~~same~~year ~~date,~~ended ~~Cayo~~August ~~also~~31, ~~assigned~~2020, a ~~portion~~total of $33,145 has been paid to Mr. Roy. During the ~~related~~year ~~party~~ended ~~loans~~August ~~(see~~31, ~~above)~~2021 ~~amounting~~a tototal of $~~560~~112,~~000~~801, had been paid to ~~another~~Mr. ~~unrelated~~Roy. ~~party~~Mr. ~~The~~Chris ~~Company~~Roy ~~then~~resigned ~~issued~~as ~~convertible~~a ~~notes~~member toof ~~these~~the ~~unrelated~~Board ~~parties~~of Directors on February 12, 2021. ~~(See~~As ~~Note~~of 7)August 31, 2021 and 2020, $0 and $23,140 in accrued compensation remains outstanding, respectively.

On ~~June~~July 1, 2020, the Company entered into ~~services~~a service agreement with Mr. ~~Wolfgang~~Patrick ~~Tippner~~Burkert, as Chief ~~Executive~~Marketing Officer. The agreement calls for a sign- on bonus of ~~$24~~500,000 shares of restricted common stock, ~~payable~~of which 50,000 shares are due within 6two ~~months~~weeks ~~from~~of the date of the agreement, 200,000 shares after 6 months, and athe ~~cash~~remaining ~~compensation~~shares ~~for~~after ~~his~~12 ~~services~~months. He will also receive a base salary of $8€144,000 per ~~month~~year. In addition, Mr. Burkert is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. None of the bonus has been earned to date. Mr. Patrick Burkert resigned as a member of the Board of Directors on February 12, 2021. During the year ended August 31, 2020, a total of $071,400 has been paid to Mr. ~~Tippner~~Burkert in cash compensation. As of August 31, 2021 and 2020, $~~48,000~~0 in accrued cash compensation remains outstanding. During the year ended August 31, 2021, the Company paid $100,389 in cash compensation and recognized $312,500 of stock-based compensation expense for the 250,000 shares earned by Mr. Burkert.

On ~~June~~January 1, ~~2020~~2021, the Company entered into a service agreement with Mr. ~~Patrick~~Benjamin ~~Heneise~~Salter, as Director and Chief ~~Technology~~Financial Officer. The agreement calls for ana ~~equity~~sign on bonus of ~~200~~options for 500,000 shares of common ~~shares~~stock at a strike price of ~~the~~$0.10 ~~company~~per share. See Note 10. The options must be exercised within 615 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement., As200,000 ~~cash~~shares ~~compensation~~after ~~for~~6 ~~his~~months, ~~services~~and hethe isremaining toshares ~~receive~~after 12 months. The agreement calls for a ~~total~~base salary of ~~€35~~Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable atin €2increments of CHF 15,~~500~~000 per month ~~for~~from ~~technology~~April ~~consulting~~1, ~~services~~2021 ~~and~~onward. In addition, Mr. Salter is eligible to receive a €5performance bonus equal to 50% of his base salary,~~000~~ ~~executive~~based ~~services~~upon ~~fee~~targets ~~payable~~set ~~annually~~by the board of directors of the Company. During the year ended August 31, ~~2020~~2021, a total of $243,~~968~~992 has been paid to Mr. ~~Heneise~~Salter in cash compensation. As of August 31, ~~2020~~2021, $878,~~864~~679 in accrued cash compensation remains outstanding. As of August 31, 2021, there was $0 earned or accrued for a performance-based bonus. During the year ended August 31, 2021 the Company recognized $64,493 of stock-based compensation expense for the options granted under this service agreement. Mr. Salter resigned as a member of the Board of Directors and as CFO on March 19, 2021 but continues with the Company heading business development and operations in Europe.

On June 15, 2020, the Company entered into a service agreement with Mr. Chris Roy, as Chief Product Officer. The agreement calls for a base salary of €125,000 per year. In addition, Mr. Roy is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. During the year ended August 31, 2020, a total of $33,145 has been paid to Mr. Roy. As of August 31, 2020, $23,140 in accrued compensation remains outstanding. 25

On ~~July~~April 1, ~~2020~~2021, the Company entered into aan ~~service~~independent contractor agreement with Mr. ~~Patrick Burkert~~Salter, as ~~Chief~~Head ~~Marketing~~of ~~Officer~~Operations. The agreement calls for a ~~sign~~monthly onpayment ~~bonus~~ of ~~500~~CHF 14,000 ~~shares~~per ofmonth ~~restricted~~with ~~common~~CHF ~~stock~~8, ~~of which 50,~~000 ~~shares~~to ~~are~~be ~~due~~paid ~~within~~in ~~two~~cash ~~weeks~~and of the ~~date~~balance of ~~the agreement~~$6, ~~200,~~000 ~~shares~~to ~~after~~be 6deferred ~~months,~~on ~~and~~a ~~the~~monthly ~~remaining~~basis ~~shares~~up ~~after~~to 12an ~~months.~~amount Henot ~~will~~exceeding ~~also~~CHF ~~receive~~70,000 awith ~~base~~payment ~~salary~~terms ofto ~~€144,000~~be ~~per~~decided ~~year~~by the Company. In addition, Mr. ~~Burkert~~Salter is ~~eligible~~ to receive aoptions ~~performance~~for ~~bonus~~25,000 ~~equal~~shares toof ~~50%~~common ofstock ~~his~~each ~~base~~month ~~salary,~~at ~~based~~a ~~upon~~strike ~~targets~~price ~~set~~of by$0.10 ~~the~~per ~~board~~share ofwith ~~directors~~a term of ~~the~~15 ~~Company~~months. ~~During~~The ~~the~~Company ~~year~~agreed ~~ended~~to ~~August~~also ~~31,~~make ~~2020,~~ a ~~total~~cash ofpayment ~~$71,400 has been paid~~ to Mr. ~~Burkert~~Salter inon ~~cash~~exercise ~~compensation. As~~ of ~~August~~his ~~31,~~options ~~2020,~~of $~~0 in accrued cash compensation remains outstanding~~2,500. During the year ended August 31, ~~2020~~2021, the Company recognized $6231,~~500~~331 of stock-based compensation expense for the ~~50,000~~options ~~shares~~granted ~~earned~~under bythis Mragreement. ~~Burkert.~~

~~NOTE~~On 5March –19, ~~LEASES~~2021, the Company entered into a service agreement with Mr. Mario Beckles, as Director and Chief Financial Officer, commencing on April 1, 2020. The agreement calls for cash compensation in the amount of $3,000 per month to be paid monthly. As of August 31, 2021, $15,000 has been paid to Mr. Beckles in cash compensation. As of August 31, 2021, $4,500 unpaid cash compensation is outstanding.

On ~~February~~June ~~2016~~22, 2021, the ~~FASB~~Company ~~issued Accounting~~entered ~~Standards~~into ~~Update~~an ~~(ASU)~~employment Noagreement with Mr. ~~2016-02~~Joseph Johnson, ~~Leases~~as ~~(Topic~~a ~~842)~~member of the Board of Directors and as Chief Executive Officer. The ~~ASU~~agreement ~~introduces~~provides for a ~~new~~base ~~leasing~~salary ~~model~~of ~~for~~$250,000 ~~both~~per ~~lessees~~year, ~~and~~subject ~~lessors~~to an inflationary increase using the US Consumer Price Index. ~~Topic~~The ~~842~~agreement also provides ~~guidance~~for inan ~~how~~annual incentive bonus equal to ~~identify~~200% ~~whether~~of ahis ~~lease~~base ~~arrangement~~salary ~~exists.~~and ~~Management~~a ~~has~~sign ~~evaluated~~on ~~its~~bonus ~~leasing~~of ~~arrangements~~1,000,000 ~~and~~shares ~~has~~of ~~classified~~unrestricted ~~these~~common asstock ~~operating~~which ~~leases.~~will ~~Additionally,~~be ~~the~~fully ~~lease~~vested ~~terms~~with ofa ~~each~~service period of ~~our~~six ~~office~~(6) ~~leases~~months ~~are~~from ~~short~~the ~~term~~date inof ~~nature,~~the ~~however~~agreement. In addition, ~~the~~Mr. ~~Company~~Johnson ~~elected~~is eligible to ~~apply~~receive ~~ASC~~a ~~Topic~~performance ~~842~~bonus equal to ~~these leases~~1,000,000 ~~because~~fully wevested ~~intend~~shares toof ~~renew~~common stock for each ~~lease~~net ~~for~~liquid ~~terms~~$1,000,000 ~~longer~~in ~~than~~equity 12raised ~~months.~~by Asthe aCompany ~~result~~during ofhis ~~the~~first ~~adoption~~six (6) months of ~~ASC~~tenure ~~Topic~~as ~~842~~CEO, ~~the~~up ~~Company~~to ~~recognized~~ a ~~right-~~maximum of~~-use~~ ~~asset~~5,000,000 ~~and~~shares. ~~operating~~As ~~lease~~of ~~liabilities~~August of31, 2021, $~~250~~20,~~066~~833 ~~based~~has onbeen ~~the~~paid ~~present~~to ~~value~~Mr. ofJohnson ~~the~~in ~~minimum~~cash ~~rental~~compensation. ~~payments~~As ~~utilizing~~of aAugust ~~discount~~31, ~~rate~~2021, of$20,833 2unpaid cash compensation is outstanding.~~19%.~~

~~Operating~~NOTE ~~Lease~~5 ~~Obligations~~– LEASES

On ~~August~~February 012016, ~~2019,~~ the ~~Company~~FASB ~~entered~~issued ~~into~~Accounting anStandards ~~office~~Update ~~lease~~(ASU) ~~for~~No. 2016-02, Leases (Topic 842). The ASU introduces a ~~six~~new ~~person~~leasing ~~office~~model ~~space~~for ~~located~~both atlessees ~~Marina~~and ~~Port~~lessors. ~~Vell~~Topic ~~Carrer~~842 deprovides ~~l'Escar,~~guidance ~~26,~~in ~~08039~~how ~~Barcelona~~to ~~Spain~~identify ~~with~~whether ~~OnCoWork~~a lease arrangement exists. ~~The~~Management ~~lease~~has ~~calls~~evaluated ~~for~~its ~~rent~~leasing ~~payments~~arrangements ofand ~~€2,340~~has ~~plus~~classified ~~VAT~~these inas ~~monthly~~operating ~~payments~~leases. ~~The~~Additionally, the lease ~~begins~~terms ~~August~~of 01each of our office leases are short term in nature, ~~2019~~however, isthe ~~month~~Company elected to ~~month~~apply ~~with~~ASC Topic 842 to these leases, because we intend to renew each lease for terms longer than 12 months. As a ~~six~~result ~~month~~of ~~permanency~~the ~~clause~~adoption of ASC Topic 842, the Company recognized a right-of-use ~~which~~asset ~~management~~and ~~intends~~operating tolease ~~renew~~liabilities based on the present value of the minimum rental payments.

OnOperating ~~December~~Lease 01, 2019, the Company entered into an office lease for a nine person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €3,120 plus VAT in monthly payments. The lease begins December 01, 2019, is month to month with a six month permanency clause, of which management intends to renew. Obligations

25On ~~Table~~August 1, 2019, the Company entered into an office lease for a six person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of ~~Contents~~€2,340 plus VAT in monthly payments. The lease begins August 01, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $6,842 in remaining operating lease obligation and right of use asset on April 30, 2021, in accordance with ASC Topic 842.

On ~~April~~December 201, ~~2020~~2019, the Company entered into an office lease for a ~~six~~nine person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €23,~~550~~120 plus VAT in monthly payments. The lease begins ~~April~~December 201, ~~2020~~2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company ended this nine person office lease and entered into an 8 person lease contract on May 1, 2021. As a result of the early termination of this lease, the Company wrote off $27,318 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842. This new lease calls for rent payments of €1,800 plus VAT in monthly payments. In addition, the lease also includes the use of a flexible work desk for an additional €150 plus VAT. The lease begins May 1, 2021, is month to month with no permanency clause, of which management intends to renew for 24 months. Management has evaluated this new leasing arrangement and has classified this as an operating lease and has accounted for it as a separate new lease contract due to the changes that were noted in this lease. The Company has elected to apply ASC Topic 842 to this lease, because we intend to renew this lease for a term longer than 12 months. As a result of the adoption of ASC Topic 842, the Company has recognized a right-of-use asset of $68,397 and operating lease liability of $68,397 on this lease.

The Company has recorded operating lease expense in the amount of $87,762 during the fiscal year ended August 31, 2020. As of August 31, 2020, the discount rate for these leases is 2.19% and the weighted average remaining term is 15 months.26

~~Future~~On ~~minimum~~April ~~operating~~20, 2020, the Company entered into an office lease ~~payments~~for a six-person office space located at ~~August~~Marina 31Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,550 plus VAT in monthly payments. The lease begins April 20, 2020 ~~consist~~is month to month with a six month permanency clause, of: which management intends to renew. On April 30, 2021, the Company terminated this six-person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $41,859 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842.

For the year ending August 31,
2021	$	141,276
2022		39,672
Total minimum lease payments		180,948
Less: present value discount		(1,281	)
Present value of minimum lease payments		179,667
Current portion of operating lease obligations		141,276
Operating lease obligations, net of current portion	$	38,391

The Company has recorded operating lease expense in the amount of $119,572 during the fiscal year ended August 31, 2021. As of August 31, 2021, the Company had $55,743 in Right of Use Asset and Operating lease liability. As of August 31, 2021, the discount rate for these leases is 2.04% and the weighted average remaining term is 20 months.

~~NOTE~~Future 6minimum ~~– LOAN~~operating ~~PAYABLE~~lease payments at August 31, 2021 consist of:

On July 27, 2020, the Company received a short term loan from an unrelated third party in the amount of €40,000. The loan is unsecured, has no maturity date and is non interest bearing. As of August 31, 2020, the USD equivalent of $47,962 remains outstanding. The loan was repaid on September 30, 2020.

For the year ending August 31,
2022	$	33,745
2023		22,497
Total minimum lease payments		56,242
Less: present value discount		(499	)
Present value of minimum lease payments		55,743
Current portion of operating lease obligations		33,333
Operating lease obligations, net of current portion	$	22,410

NOTE 76 – ~~CONVERTIBLE~~LOAN ~~NOTES~~PAYABLE

On July 2127, 2020, the Company ~~issued~~received ~~convertible~~a ~~notes~~short-term inloan ~~the~~from ~~amount~~an ~~of $500,000 and $560,000 to two~~ unrelated ~~parties~~third ~~in exchange for their assumption of the December 08, 2018 note and related~~ party ~~loans owed to Cayo for the same amounts. (See Note 4). The notes do not bear interest and mature on January 22, 2021. The note~~ in the amount of ~~$500~~€40,000 ~~is convertible into common shares at the rate equivalent to 70% of the Company’s 30 day average stock price prior to conversion~~. The ~~second~~loan ~~note~~is ~~in the amount of $560~~unsecured,~~000~~ ishas ~~convertible~~no ~~into~~maturity ~~common~~date ~~stock~~and atis ~~the~~non-interest ~~rate~~bearing. ~~equivalent~~As ~~to 80%~~ of ~~the~~August ~~Company’s~~31, ~~30 day average stock price prior to conversion. Due to these provisions~~2020, the ~~embedded~~USD ~~conversion~~equivalent ~~option~~of ~~qualified for derivative accounting under ASC 815-15~~$47, ~~Derivatives~~962 ~~and~~remains ~~Hedging~~outstanding. The ~~Company~~loan ~~recorded~~was arepaid ~~debt~~on ~~discount~~September ~~totaling $764~~30,~~144,~~ ~~as well as amortization of debt discount of $168,794 for the year ended August 31,~~ 2020.

AOn ~~summary~~February 11, 2021, the Company received a short-term loan from an unrelated third party in the amount of ~~value~~$20,000. ~~changes~~The loan is unsecured, has no maturity date and is non-interest bearing. On August 28, 2020, this loan was assigned to ~~the~~an ~~notes~~unrelated third party for the ~~year~~full ~~ended~~amount of the loan. The loan is also unsecured, has not maturity and is non-interest. As of August 31, ~~2020~~2021, is$20,000 asremains ~~follows:~~outstanding.

Carrying value of Convertible Notes as of August 31, 2019	$	-
New principal		1,060,000
Total principal		1,060,000
Less: discount related to fair value of the embedded conversion feature		(764,144	)
Add: amortization of discount		168,794
Carrying value of Convertible Notes as of August 31, 2020	$	464,650

NOTE 7 – CONVERTIBLE NOTES

26On ~~Table~~July 21, 2020, the Company issued convertible notes in the amount of ~~Contents~~$500,000 and $560,000 to two unrelated parties, in exchange for their assumption of the December 8, 2018 note and related party loans owed to Cayo for the same amounts. (See Note 4). The notes do not bear interest and matured on January 22, 2021. The first note in the amount of $500,000 is convertible into common shares at the rate equivalent to 70% of the Company’s 30-day average stock price prior to conversion. The second note in the amount of $560,000 is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion.

~~NOTE 8 – DERIVATIVE LIABILITY~~27

~~The~~On ~~Company~~January ~~has~~10, ~~determined~~2021 ~~that~~ the ~~variable~~holder ~~conversion~~of ~~prices~~the ~~under~~note ~~its~~in ~~convertible~~the ~~notes~~amount ~~caused~~of ~~the~~$500,000 ~~embedded~~converted ~~conversion~~$500,000 ~~feature~~of toits benote ~~accounted~~into ~~for~~578,681 asshares aof ~~derivative~~common ~~instrument.~~stock ~~The~~and ~~derivative~~the ~~instruments~~unamortized ~~were~~discount ~~valued~~ at ~~loan~~the ~~origination~~ date ~~and~~of atconversion ~~August~~of 31$27,838 ~~2020~~was ~~using~~written ~~the~~off ~~Black~~to ~~Scholes~~interest ~~option pricing model, under the following assumptions:~~expense.

	July 21,			August 31,
	2020			2020
Shares of common stock issuable upon exercise of debt		1,139,634			1,240,601
Estimated market value of common stock on measurement date	$	1.27			0.70
Exercise price	$	0.87-0.99		0.80 - 0.91
Risk free interest rate (1)		0.13	%		0.13	%
Expected dividend yield (2)		0.00	%		0.00	%
Expected volatility (3)		163	%		171	%
Expected exercise term in years (4)		0.51			0.40

On January 10, 2021 the holder of the note in the amount of $560,000 converted $560,000 of its note into 567,108 shares of common stock and the unamortized discount at the date of conversion of $22,439 was written off to interest expense.

~~__________________~~ On April 23, 2021 the holder of the note in the amount of $62,500 converted $62,500 of its note into 135,038 shares of common stock.

	(1)	The risk –free interest rate was determined by management using the one month Treasury bill yield as of the valuation dates.
	(2)	The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
	(3)	The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility.
	(4)	The exercise term is the remaining contractual term of the convertible notes at the valuation dates.

On September 22, 2020, the Board approved the issuance of up to $5,000,000 in new convertible notes, in multiple tranches, convertible at maturity into common shares. At May 31, 2021 the Company has received tranches of $62,500, $44,550, $60,000, $110,000, $130,000, and $82,700 respectively from unrelated parties under this facility. The note in the amount of $62,500 matures on March 31, 2021 and is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion. The note in the amount of $44,550 matures on June 22, 2021, the note in the amount of $60,000 matures on July 22, 2021, the note in the amount of $110,000 matures on August 22, 2021, the note in the amount of $130,000 matures on September 22, 2021 and the note in the amount of $82,700 matures on October 1, 2021; these notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock.

~~The~~Due ~~change~~to inthese ~~fair~~provisions, ~~values~~the embedded conversion option of the ~~derivative~~notes ~~liabilities~~issued ~~related~~under to the ~~Convertible~~September ~~Notes~~22, 2020 issuances do not qualify for ~~the~~derivative ~~year~~accounting ~~ended~~under ~~August~~ASC 31815-15, ~~2020~~Derivatives isand ~~summarized~~Hedging. ~~as:~~

			Quoted market prices
	Fair value at		for identical		Significant other		Significant
	August 31,		assets/liabilities		observable inputs		unobservable inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Derivative Liability	$	307,446	$	-	$	-	$	307,446

On June 7, 2021 and June 8, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. These notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. Due to these provisions, the embedded conversion option does not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

	Derivative Liability
Derivative liability as of August 31, 2019	$	-
Fair value at the commitment date for convertible instruments		764,144
Change in fair value of derivative liability		(456,698	)
Derivative liability as of August 31, 2020	$	307,446

A summary of changes to the convertible notes for the year ended August 31, 2021 is as follows:

27 Table of Contents

Carrying value of Convertible Notes at August 31, 2020	$	464,650
New principal		1,671,170
Total principal		2,135,820
Less: conversion of principal		(1,122,500	)
Less: discount related to fair value of the embedded conversion feature		(16,133	)
Less: discount related to original issue discount		(1,565	)
Add: amortization of discount		617,934
Carrying value of Convertible Notes at August 31, 2021	$	1,613,556

NOTE 98 – ~~CAPITAL~~DERIVATIVE ~~STOCK~~LIABILITY

AsThe ofCompany ~~August~~has ~~31,~~determined ~~2020~~that the variable conversion prices under its convertible notes that do not have a ~~total~~floor ofprice ~~50,500,011~~caused ~~shares~~the ofembedded ~~common~~conversion ~~stock~~feature ~~were~~to ~~issued~~be ~~and~~accounted ~~outstanding~~for as a derivative instrument. The ~~stock-based~~remaining ~~compensation~~notes as of 50August 31,~~000~~ ~~shares~~2021, ofare convertible into common stock at the rate equivalent to ~~Patrick~~80% ~~Burkert~~of ~~has~~the ~~not~~Company’s ~~been~~30-day ~~issued~~average asstock ~~yet~~price prior to conversion but no less than $0.10 value per share of common stock.

~~NOTE 10 – INCOME TAXES~~28

The ~~Company~~change ~~provides~~in ~~for~~fair ~~income~~values ~~taxes~~of ~~under~~the ~~FASB~~derivative ~~ASC~~liabilities ~~740,~~related ~~Accounting~~to ~~for Income Taxes. FASB ASC 740 requires~~ the ~~use~~Convertible ofNotes ~~an asset and liability approach in accounting~~ for ~~income taxes. Deferred tax assets and liabilities are recorded based on~~ the ~~differences~~year ~~between~~ended ~~the~~August ~~financial~~31, ~~statement~~2021 ~~and~~is ~~tax~~summarized ~~bases of assets and liabilities and the tax rates in effect currently.~~as:

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded.

			Quoted market prices
	Fair value at		for identical		Significant other		Significant
	August 31,		assets/liabilities		observable inputs		unobservable inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Derivative Liability	$	-	$	-	$	-	$	-
Fair value of derivatives at August 31, 2020							$	307,446
Addition of new derivative liabilities upon issuance of convertible notes as debt discount								16,133
Reduction of derivative liabilities from conversion of convertible notes to shares of common stock								(532,647	)
Loss on change in fair value of derivative liabilities								209,068
Fair value of derivative liabilities at August 31, 2021							$	-

OnNOTE ~~December~~9 ~~22,~~– ~~2017,~~COMMON the US Congress enacted the Tax Cuts and Jobs Act (Tax Reform Legislation), which made significant changes to US federal income tax law including a reduction in the corporate tax rate to 21% for tax years beginning with 2018. These changes will impact the changes in the valuation allowance, components of the tax rate reconciliation and realization of loss carryforwards.STOCK

~~The~~As ~~Company~~of ~~has~~August ~~available~~31, ~~net~~2021, ~~operating~~and ~~loss~~2020, ~~carry-forward~~a total of ~~approximately $713~~51,~~900.~~780,838 ~~The~~and ~~availability~~50,500,011 shares of ~~the~~common ~~Company’s~~stock ~~net~~were ~~operating~~issued ~~loss~~and ~~carry~~outstanding, ~~forwards~~respectively. ~~are~~The ~~subject~~Company tohas ~~limitation~~not ifissued ~~there~~the isstock-based acompensation ~~50%~~of or250,000 ~~more~~shares ~~positive~~of ~~change~~common instock ~~the~~to ~~ownership~~Patrick ofBurkert or the ~~Company’s~~200,000 shares of common stock to Patrick Heneise.

For the year ended August 31,	2020			2019
Net operating loss carryforwards	$	(409,914	)	$	(156,018	)
Temporary differences:
Stock based compensation		62,500			-
Accrued expenses		189,680			602
Permanent differences:
Change in fair value of derivative liability		(456,698	)		-
Amortization of debt discount		169,794			-
Tax loss for the year		(444,638	)		(155,416	)
Estimated effective tax rate		21	%		21	%
Net Deferred tax asset	$	149,919		$	56,545
Less: valuation allowance		(149,919	)		(56,545	)
Total Deferred tax asset	$	—		$	—

During the year ended August 31, 2021, the Company issued 1,280,827 common shares to satisfy the conversion of $1,122,500 of convertible promissory notes.

~~Uncertain~~NOTE ~~Tax~~10 ~~Positions~~- SHARE-BASED COMPENSATION

~~Unrecognized~~Stock income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the financial statements. If recognized, substantially all of the unrecognized tax benefits for the Company’s fiscal years ended August 31, 2020 and 2019 would affect the effective income tax rate. There were no unrecognized income tax benefits as of August 31, 2020 and 2019.Options

~~The~~During the year ended August 31, 2021, the Company ~~recognizes~~granted options for the ~~interest~~purchase ~~and~~of ~~penalties~~the ~~accrued~~Company’s ~~related~~common stock to ~~unrecognized~~certain ~~tax~~employees ~~benefits~~and inconsultants ~~income~~as ~~tax~~consideration ~~expense~~for services rendered. The ~~Company~~terms ~~did~~of ~~not~~the ~~recognize~~stock ~~any~~option ~~expenses~~grants ~~any~~are ~~interest~~determined ~~and~~by ~~penalties~~the asCompany’s Board of ~~August~~Directors. ~~31,~~The ~~2020~~Company’s stock options generally vest upon the one-year anniversary date of the grant and ~~2019,~~have ~~respectively~~a maximum term of fifteen months.

~~All~~The ~~tax~~following ~~years~~summarizes ~~since~~the ~~inception~~stock ~~are~~option ~~open~~activity for ~~examination~~the byyear ~~taxing~~ended ~~authorities.~~August 31, 2021:

NOTE 11 - SUBSEQUENT EVENTS

	Options Outstanding			Weighted-Average Exercise Price
Balance as of August 31, 2020		-			-
Grants		625,000		$	0.10
Exercised		-			-
Forfeited		(450,000	)		0.10
Balance as of August 31, 2021		175,000		$	0.10

From September 01, 2020 until the date of this document (December 2, 2020) the Company borrowed from Cayo the total amount of $360,528. The advances are unsecured, due on demand and non-interest bearing. 29

OnThe ~~September~~weighted ~~22,~~average ~~2020~~grant ~~the~~date ~~board~~fair ~~approved~~value of stock options granted during the ~~issuance~~year ofended upAugust to31, 2021 was $51.08. The total fair value of stock options granted during the year ended August 31,~~000,000~~ in2021 ~~6-months~~was ~~debt~~approximately $676,262. ~~convertible~~The attotal ~~80%~~fair value of stock options that was forfeited during the ~~Company´s~~year 30ended August 31, 2021 was approximately $580,438. The total share-~~day~~based ~~average~~compensation expense in connection with issuance of stock ~~trading~~options ~~price~~recognized atduring the ~~time~~year ofended ~~conversion~~August 31, 2021 was $95,825. AtThe fair value of each stock option is estimated on the date of ~~this~~grant ~~document~~using the ~~Company~~Black-Scholes-Merton ~~has~~option ~~received~~pricing amodel ~~total~~with ofthe ~~$62,500~~following ~~from~~weighted anaverage ~~unrelated~~assumptions ~~party~~for ~~under~~stock ~~this~~options ~~facility.~~granted during the year ended August 31, 2021:

28 Table of Contents

Expected term (years)	1.25 years
Expected stock price volatility	115-632		%
Weighted-average risk-free rate	0.10-0.20		%
Expected dividend		-

~~ITEM~~Volatility 9is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. ~~CHANGES~~The INCompany ~~AND~~estimates ~~DISAGREEMENTS~~expected ~~WITH~~volatility ~~ACCOUNTANTS~~giving ONprimary ~~ACCOUNTING~~consideration ~~AND~~to ~~FINANCIAL~~the ~~DISCLOSURE~~historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term.

~~None~~The following summarizes certain information about stock options vested and expected to vest as of August 31, 2021:

ITEM 9A. CONTROLS AND PROCEDURES.

	Number of Options		Weighted-Average Remaining Contractual Life (in Years)		Weighted-Average Exercise Price
Outstanding		175,000		0.58	$	0.10
Exercisable		175,000		0.58	$	0.10
Expected to vest		-		0.58	$	0.10

~~Evaluation of Disclosure Controls and Procedures~~30

AsRestricted ~~required~~Stock byAwards Rule 13a-15 under the Securities Exchange Act of 1934, as of August 31, 2020, the end of the year covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

~~Disclosure~~During ~~controls~~the ~~and~~year ~~procedures~~ended ~~refer~~August to31, ~~controls~~2021, ~~and other procedures designed to ensure that information required to be disclosed in~~ the ~~reports~~Company weissued ~~file~~restricted orstock ~~submit~~awards ~~under~~for ~~the~~shares ~~Securities Exchange Act~~ of ~~1934~~common isstock ~~recorded,~~which ~~processed,~~have ~~summarized~~been ~~and~~reserved ~~reported~~for ~~within~~ the ~~time~~holders ~~periods specified in the rules and forms~~ of the ~~SEC~~awards. ~~and~~Restricted ~~that~~stock ~~such~~awards ~~information~~were isissued ~~accumulated and communicated~~ to ~~our~~certain ~~management,~~employees ~~including our chief executive officer~~ and ~~chief~~consultants ~~financial officer,~~ as ~~appropriate,~~consideration tofor ~~allow~~services ~~timely decisions regarding required disclosure~~rendered. InThe ~~designing~~terms ~~and~~of ~~evaluating~~the ~~our~~restricted ~~disclosure~~stock ~~controls~~units ~~and~~are ~~procedures,~~determined ~~management~~by ~~recognizes~~the ~~that~~Company’s ~~any~~Board ~~controls~~of ~~and~~Directors. ~~procedures,~~The noCompany’s ~~matter~~restricted ~~how~~stock ~~well~~shares ~~designed~~generally ~~and~~vest ~~operated,~~over ~~can~~a ~~provide~~period ~~only reasonable assurance~~ of ~~achieving~~one ~~the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures~~year.

~~Our~~The ~~management~~following ~~does~~summarizes not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the ~~control~~restricted ~~system’s~~stock ~~objectives~~activity ~~will~~for ~~be met. Further,~~ the ~~design~~year ofended aAugust ~~control system must reflect the fact that there are resource constraints~~31, ~~and~~2021 the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~instances~~year ofended ~~fraud,~~August ~~if any~~31, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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.2020:

With respect to the fiscal year ended August 31, 2020, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the fiscal year ended August 31, 2020 our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.

	Shares			Weighted-Average Fair Value per Share
Balance as of August 31, 2019		-			-
Shares of restricted stock granted		500,000		$	1.25
Forfeited		-			-
Balance as of August 31, 2020		500,000		$	1.25
Shares of restricted stock granted		200,000			-
Forfeited		(250,000	)		-
Balance as of August 31, 2021		450,000		$	1.25

29 Table of Contents

	August 31,		August 31,
Number of Restricted Stock Awards	2021		2020
Vested		450,000		50,000
Non-vested		-		450,000
		450,000		500,000

~~Management’s~~As ~~Report~~of onAugust ~~Internal~~31, ~~Control~~2021 and 2020, there was unrecognized compensation cost of $0 and $500,000, related to non-vested share-based compensation, respectively, which is expected to be recognized over ~~Financial~~the ~~Reporting~~next year. In addition, none of the restricted share awards presented above has been issued or outstanding as of August 31, 2021.

~~Our~~NOTE ~~management~~11 is– ~~responsible~~INCOME for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, our management concluded that our internal controls over financial reporting were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We note the following deficiencies that management believes to be material weaknesses: TAXES

• The Company’s ~~lack~~provides offor ~~segregation~~income oftaxes ~~duties.~~under •FASB ~~Lack~~ASC of740, anAccounting ~~audit~~for ~~committee~~Income •Taxes. ~~Lack~~FASB ofASC ~~control~~740 ~~procedures~~requires ~~that~~the ~~include~~use ~~multiple levels~~ of ~~review~~an ~~over~~asset ~~financial~~and ~~reporting.~~liability •approach ~~Management~~in ~~has~~accounting ~~not established appropriate and rigorous procedures~~ for ~~evaluating~~income ~~internal controls over financial reporting~~taxes. ~~Due~~Deferred totax ~~limited~~assets ~~resources~~ and ~~lack~~liabilities ofare ~~segregation~~recorded ofbased ~~duties,~~on ~~documentation of~~ the ~~limited~~differences ~~control~~between ~~structure~~the ~~has~~financial ~~not~~statement ~~been accomplished. • We employ policies~~ and ~~procedures~~tax ~~for~~bases ~~reconciliation~~ of ~~the~~assets ~~financial statements~~ and ~~note~~liabilities ~~disclosures, however, these processes are not appropriately documented. • Management has not established methodical~~ and ~~consistent~~the ~~data~~tax ~~back-up~~rates ~~procedures~~in toeffect ~~ensure loss of data will not occur~~currently.

~~The Company is evaluating the necessity of implementing procedures to rectify these weaknesses.~~ 31

AFASB ~~material~~ASC ~~weakness~~740 ~~(within~~requires the ~~meaning~~reduction of ~~PCAOB~~deferred ~~Auditing~~tax ~~Standard~~assets ~~No.~~by ~~5) is~~ a ~~deficiency~~valuation allowance, ~~or a combination of deficiencies~~if, inbased ~~internal~~on ~~control~~the ~~over~~weight ~~financial~~of ~~reporting~~available evidence, ~~such~~it ~~that there~~ is amore ~~reasonable~~likely ~~possibility~~than not that asome ~~material~~or ~~misstatement~~all of ~~our~~the ~~annual~~deferred ortax ~~interim~~assets ~~financial statements~~ will not be ~~prevented~~realized. orIn ~~detected~~the onCompany’s aopinion, ~~timely~~it ~~basis. A significant deficiency~~ is auncertain ~~deficiency,~~whether orthey awill ~~combination~~generate ofsufficient ~~deficiencies,~~taxable income in ~~internal~~the ~~control~~future ~~over~~to ~~financial~~fully ~~reporting~~utilize ~~that~~the isnet ~~less~~deferred ~~severe~~tax ~~than~~asset. ~~a material weakness~~Accordingly, ~~yet~~a ~~important~~valuation ~~enough~~allowance equal to ~~merit~~the ~~attention~~deferred bytax ~~those~~asset ~~responsible~~has ~~for~~been ~~oversight of the company’s financial reporting~~recorded.

~~Because~~On ofDecember ~~its~~22, ~~inherent limitations~~2017, ~~internal~~the ~~control~~US ~~over~~Congress ~~financial~~enacted ~~reporting~~the ~~may~~Tax ~~not~~Cuts ~~prevent~~and orJobs ~~detect~~Act ~~misstatements.~~(Tax ~~Projections~~Reform ofLegislation), ~~any~~which ~~evaluation~~made ofsignificant ~~effectiveness~~changes to ~~future~~US ~~periods~~federal ~~are~~income ~~subject~~tax tolaw including a reduction in the ~~risk~~corporate ~~that~~tax ~~controls~~rate ~~may~~to ~~become~~21% ~~inadequate~~for ~~because~~tax ofyears beginning with 2018. These changes inwill ~~conditions,~~impact orthe ~~that~~changes in the ~~degree~~valuation ofallowance, ~~compliance~~components ~~with~~of the ~~policies~~tax rate reconciliation and ~~procedures~~realization ~~may~~of ~~deteriorate~~loss carryforwards.

~~This~~The ~~annual~~Company ~~report~~has ~~does~~available ~~not~~net ~~include~~operating anloss ~~attestation~~carry-forward ~~report~~ of ~~our~~approximately ~~registered~~$1,761,676. ~~public~~The ~~accounting~~availability ~~firm~~of ~~regarding~~the ~~internal~~Company’s ~~control~~net ~~over~~operating ~~financial~~loss ~~reporting.~~carry ~~Management’s~~forwards ~~report~~are ~~was not~~ subject to ~~attestation~~limitation byif ~~our~~there ~~registered~~is ~~public~~a ~~accounting~~50% ~~firm~~or ~~pursuant~~more topositive ~~temporary~~change ~~rules~~in of the ~~Securities~~ownership ~~and~~of ~~Exchange~~the ~~Commission that permit us to provide only management~~Company’s ~~report in this annual report~~stock.

Changes in Internal Control and Financial Reporting

For the year ended August 31,	2021			2020
Net operating loss carryforwards	$	(3,116,169	)	$	(409,914	)
Temporary differences:
Stock based compensation		595,825			62,500
Accrued expenses		373,038			189,680

Permanent differences:
Change in fair value of derivative liability		209,068			(456,698	)
Amortization of debt discount		617,934			169,794
Amortization of right of use asset		119,572			-
Amortization of capitalized software		70,085			-
Depreciation		8,597			-
Tax loss for the year		(1,122,050	)		(444,638	)

Estimated effective tax rate		21	%		21	%

Net Deferred tax asset	$	235,631		$	149,919
Less: valuation allowance		(235,631	)		(149,919	)
Total Deferred tax asset	$	-		$	-

~~There~~Uncertain ~~have~~Tax been no changes in our internal control over financial reporting in the fiscal year ended August 31, 2020, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Positions

~~ITEM~~Unrecognized 9Bincome tax benefits represent income tax positions taken on income tax returns but not yet recognized in the financial statements. ~~OTHER~~If ~~INFORMATION~~recognized, substantially all of the unrecognized tax benefits for the Company’s fiscal years ended August 31, 2021 and 2020 would affect the effective income tax rate. There were no unrecognized income tax benefits as of August 31, 2021 and 2020.

~~None~~The Company recognizes the interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company did not recognize any expenses any interest and penalties as of August 31, 2021 and 2020, respectively.

30All ~~Table~~tax ofyears ~~Contents~~since inception are open for examination by taxing authorities.

~~Part~~NOTE ~~III~~12 - SUBSEQUENT EVENTS

~~ITEM~~From 10September 1, 2021 until the date of this document December 30, 2021 the Company borrowed from Cayo the total amount of $121,537. ~~DIRECTORS~~The advances are unsecured, ~~EXECUTIVE~~due ~~OFFICERS~~on ~~AND~~demand ~~CORPORATE~~and ~~GOVERNANCE~~non-interest bearing.

~~Directors~~On ~~and~~October ~~Executive~~26, ~~Officers~~2021, the Company issued 875,000 common shares to an unrelated third party vendor for marketing services valued at $0.415 per share for a total $363,125.

~~Set~~On ~~forth~~November ~~below~~12, ~~are the present directors~~2021, ~~director nominees and executive officers of~~ the Company asissued ~~of November 23~~1, 2020. 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 directors055,556 ~~officers~~common ~~and~~shares ~~other persons pursuant~~ to ~~which such person was selected as a director or~~ an ~~officer.~~unrelated ~~Directors~~third ~~are~~party ~~elected~~vendor tofor ~~serve~~marketing ~~until~~services ~~the~~valued ~~next~~at ~~annual meeting of stockholders and until their successors have been elected and have qualified~~$0.36 ~~Officers~~per ~~are~~share ~~appointed~~for toa ~~serve~~total ~~until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified~~$380,000.

NAME	AGE	POSITION
Wolfgang Tippner	63	Director and Chief Executive Officer
Patrick Heneise	37	Director and Chief Technology Officer
Patrick Burkert	36	Director and Chief Marketing Officer
Chris Roy	35	Director and Chief Product Officer
Veng Kun LUN	57	Director and Chief Operating Officer
Teck Siong LIM	46	Chief Financial Officer

~~The~~ITEM ~~persons named above are expected to hold their offices/positions until the next annual meeting of our stockholders~~9. ~~The~~CHANGES ~~officer~~IN ~~and~~AND ~~director~~DISAGREEMENTS ~~set~~WITH ~~forth~~ACCOUNTANTS ~~herein~~ON isACCOUNTING ~~our~~AND ~~only~~FINANCIAL ~~officer, director, promoter and control person, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933~~DISCLOSURE.

~~Information~~None ~~about our Executive Officers~~

~~The~~ITEM ~~business~~9A. ~~experience~~CONTROLS ~~during~~AND ~~the past five years of the person presently listed above as an Officer or Director of the Company is as follows:~~PROCEDURES.

~~Mr.~~Evaluation ~~Wolfgang~~of ~~Tippner~~Disclosure Controls and Procedures

~~Mr.~~As ~~Tippner~~required isby aRule ~~seasoned~~13a-15 ~~venture~~under ~~capitalist~~the ~~and~~Securities ~~financier~~Exchange ~~with~~Act ~~over 40 years~~ of ~~experience~~1934, as aof ~~capital~~August ~~markets~~31, ~~professional~~2021, ~~and~~the asend ~~director~~ of ~~public~~the ~~and~~year ~~private~~covered ~~companies.~~by ~~Boatim~~this ~~benefits~~report, ~~from~~our ~~Mr.~~management ~~Tippner's~~concluded ~~wealth~~its evaluation of ~~experience~~the aseffectiveness aof ~~savvy~~the ~~deal~~design ~~maker, an adept financier~~ and asoperation aof ~~results-driven~~our ~~leader~~disclosure ofcontrols ~~dynamic~~and ~~public companies~~procedures.

~~Mr.~~Disclosure ~~Tippner~~controls isand aprocedures ~~certified~~refer ~~financial~~to controls and ~~capital~~other ~~markets~~procedures ~~adviser~~designed ~~(“Zertifizierter~~to ~~Finanz-~~ensure ~~und~~that ~~Boersenberater”),~~information arequired ~~qualification awarded~~ to ~~him~~be disclosed in ~~1998~~the byreports we file or submit under the ~~Association~~Securities Exchange Act of ~~Financial~~1934 ~~Services~~is ~~Institutes~~recorded, ~~(“Verband~~processed, ~~der~~summarized ~~Finanzdienstleistungsinstitute”)~~and inreported ~~Frankfurt,~~within ~~Germany.~~the ~~The~~time ~~company~~periods ~~enjoys~~specified ~~Mr.~~in ~~Tippner's~~the ~~large~~rules ~~international~~and ~~network~~forms of ~~contacts~~the ~~within~~SEC ~~several~~and ~~industries~~that such information is accumulated and ~~his~~communicated ~~years~~to ofour ~~experience~~management, inincluding ~~steering~~our ~~multiple~~chief ~~early~~executive ~~stage~~officer ~~start-up~~and ~~companies~~chief ~~through~~financial ~~this~~officer, ~~phase~~as ofappropriate, ~~ultra-rapid~~to ~~growth~~allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, ~~product~~management ~~rollouts~~recognizes that any controls and ~~rapid~~procedures, ~~scaling~~no matter how well designed and operated, can provide only reasonable assurance of achieving the ~~business~~desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

31Our ~~Table~~management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of ~~Contents~~a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if 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 simple error or mistake. The design of any system of controls 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.

~~Patrick~~With ~~Heneise~~respect to the fiscal year ended August 31, 2021, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the fiscal year ended August 31, 2021 our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.

~~Mr.~~Management’s ~~Heneise~~Report ~~has~~on ~~been~~Internal inControl ~~software~~over ~~development~~Financial since the year 2000. He holds a BSc. In Computer Science in Media from University of Furtwangen, Germany, and a MSc. in Media Technology from the University of Leiden, Netherlands. He has been a research assistant, web developer and marketing intern; is proficient with node.js service and microservice architectures, ReactJS & VenueJS front-end apps, API architecture, cloud deployment, Couchbase, Redis, Elasticsearch NoSQL archtitectures. Reporting

~~Mr.~~Our ~~Heneise~~management ~~has~~is ~~founded~~responsible for establishing and ~~served~~maintaining adequate internal control over financial reporting as ~~Managing~~defined ~~Partner~~in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of ~~Nachschicht~~our ~~GbR~~internal ~~for~~control 5over ~~years~~financial upreporting ~~until~~in ~~August~~accordance ~~2011,~~with ~~has~~Section ~~been~~404 aof ~~collaborator~~the atSarbanes-Oxley ~~Barcelona~~Act of 2002 (“Section 404”).IO ~~until~~Management ~~2015~~assessed ~~and~~the aeffectiveness ~~Managing~~of ~~Partner~~our atinternal ~~blended~~control ~~technologies~~over ~~S.L.~~financial ~~until~~reporting ~~October~~as ~~2017~~of August 31, 2021. ~~Since~~In ~~2019~~making hethis ~~has~~assessment, ~~been~~we aused ~~Director~~the ~~and~~criteria ~~CTO~~set atforth ~~Boatim~~by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, ~~and~~our hemanagement ~~currently~~concluded ~~also~~that ~~serves~~our internal controls over financial reporting were not effective as ~~CEO~~of atsuch ~~Zentered~~date OÜto ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, anis ~~Estonia~~recorded, ~~based~~processed, ~~software~~summarized ~~solutions~~and ~~company~~reported hewithin ~~fully~~the ~~owns~~time periods specified in SEC rules and forms. We note the following deficiencies that management believes to be material weaknesses:

~~Patrick Burkert~~33

Mr• The Company’s lack of segregation of duties. ~~Burkert~~• ~~brings~~Lack ~~more~~of ~~than~~an ~~two~~audit ~~decades~~committee • Lack of ~~marketing~~control ~~experience~~procedures tothat ~~Boatim~~include multiple levels of review over financial reporting. ~~Specialized~~• inManagement ~~growth~~has ~~marketing,~~not ~~effective~~established ~~sales~~appropriate and ~~purpose-driven~~rigorous ~~communications~~procedures infor ~~startups,~~evaluating heinternal ~~holds~~controls aover Bfinancial reporting.~~Sc.~~ inDue ~~Online~~to ~~Media~~limited ~~from~~resources FHand ~~Furtwangen~~lack of segregation of duties, adocumentation ~~M.A~~of inthe ~~Digital~~limited ~~Media~~control ~~from~~structure ~~HdM~~has ~~Stuttgart~~not been accomplished. ~~From~~• ~~his~~We ~~Phd-Program~~employ inpolicies ~~Experience~~and ~~Design~~procedures atfor TUreconciliation ~~Berlin~~of ~~with~~the ~~Telekom~~financial ~~Innovation~~statements ~~Laboratories~~and henote ~~moved~~disclosures, ~~into~~however, ~~the~~these ~~Tech~~processes ~~Industry~~are not appropriately documented. • Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

AsThe aCompany ~~serial~~is ~~entrepreneur~~evaluating ~~he founded~~ the ~~global~~necessity ~~short-term real estate marketplace Go—PopUp (popupBLN GmbH 2013-17, PopCorner SL 2017-18. He has held a management position in TravelPerk in Barcelona (2018), and is a founder and director~~ of ~~OGNC~~implementing ~~(2018~~procedures – to ~~date),~~rectify anthese ~~entrepreneurial consulting co-creagency for growth marketing strategies~~weaknesses. ~~Since 2020, he has been a Director and CMO at Boatim.~~

~~Chris~~A ~~Roy~~material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

~~Mr.~~Because ~~Roy~~of ~~has~~its ~~worked~~inherent ~~across design~~limitations, ~~product,~~internal ~~and~~control ~~engineering teams for~~ over 14financial ~~years,~~reporting ~~most~~may ~~recently~~not ~~with~~prevent ~~market-leading~~or ~~companies~~detect ~~like Skyscanner and TravelPerk~~misstatements. ~~Prior~~Projections toof ~~building~~any ~~out~~evaluation ~~the~~of ~~Product~~effectiveness ~~Design~~to ~~team~~future atperiods ~~TravelPerk,~~are hesubject ~~previously~~to ~~held~~the ~~various~~risk ~~design~~that ~~and~~controls ~~engineering~~may ~~positions~~become atinadequate ~~TescoBank,~~because ~~Sumerian,~~of ~~GFI~~changes ~~Software,~~in ~~and Axios Systems~~conditions, ~~designing~~or ~~and~~that ~~building~~the ~~SaaS~~degree ~~products~~of ~~for~~compliance ~~global markets. He graduated from Edinburgh’s Napier University~~ with athe ~~Bdes(Hons)~~policies ~~in Design Futures. He was sole proprietor of Northswiss between 2007-2020, a product design agency. Since 2020, he has been a Director~~ and ~~CPO~~procedures atmay ~~Boatim~~deteriorate.

~~Veng~~This ~~Kun~~annual ~~LUN~~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 temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

~~Mr.~~Changes ~~Veng Kun Lun has more than 25 years’ experience~~ in ~~the~~Internal ~~marketing~~Control and ~~sales~~Financial industry. He is CEO of New Asia Energy, Inc., and was formerly Sales Manager of Jardine Office Solution, Macau; Founder and Director of All-In-One Officer Solution Co Ltd. He also was the founder and president of Green Environment Protection Association of Macau. In 2015, he was invited to be the Advisor of Overseas Chinese Federation of Fangchengang & Baise City in Guanxi, China. Mr. Lun holds a Diploma in Business Management from the Hong Kong Management Association.Reporting

~~Teck~~There ~~Siong~~have ~~LIM~~been no changes in our internal control over financial reporting in the fiscal year ended August 31, 2021, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Mr.~~ITEM ~~Lim holds a Diploma in Business and Management from KDU College, Malaysia~~9B. ~~Prior~~OTHER ~~to joining the company, he was a unit sale manager of Great Eastern Life Assurance (M) Berhad, Malaysia~~INFORMATION. He was awarded the Million Dollar Producer Club in 1995, 1996 and 1997, and Supremacy Award winner of year 2000, 2001 and 2002. Mr. Lim brings more than 20 years of managerial experience in executive level finance to the Company.

~~32 Table of Contents~~None.

~~ITEM~~Part ~~11. EXECUTIVE COMPENSATION.~~III

~~The~~ITEM ~~following~~10. ~~summary compensation table indicates the cash and non-cash compensation earned from the Company during the fiscal years ended August 31~~DIRECTORS, ~~2020~~EXECUTIVE ~~and~~OFFICERS ~~2019~~AND byCORPORATE ~~the current and former executive officers of the Company and each of the other two highest paid executives or directors, if any, whose total compensation exceeded $100,000 during those periods~~GOVERNANCE.

Summary Compensation Table
Name and Principal Position	Year	Fees earned or paid in cash ($)		Bonus (cash) ($)		Common Stock Awards (#)		Common Stock Awards ($)		All Other Compensation ($)		Total ($)
Wolfgang Tippner	2020		48,000		-		0		0		-		48,000
President CEO, (Principal Executive Officer) Director	2019		-		-		-		-		-		0
	2018		-		-		-		-		-		0
Teck Siong Lim	2020		-		-		-		-		-		0
Chief Finance Officer, Director	2019		-		-		-		-		-		0
	2018		-		-		-		-		-		0

Directors and Executive Officers

~~Notes:~~ Set forth below are the present directors, director nominees and executive officers of the Company as of December 30, 2021. 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.

Teck Sion Lim received no compensation in 2020 and 2019

NAME	AGE	POSITION
Joseph Johnson	43	Director and Chief Executive Officer
Wolfgang Tippner		Director and former Chief Executive Officer
Mario Beckles	47	Director and Chief Financial Officer

~~Identification of Significant Employees~~34

WeThe ~~have~~persons nonamed ~~significant~~above ~~employees~~are ~~other~~expected ~~than~~to hold their offices/positions until the next annual meeting of our ~~officers~~stockholders. The officer and ~~directors~~director set forth herein is our only officer, director, promoter and control person, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

~~Family~~Information ~~Relationship~~about our Executive Officers

WeThe ~~currently~~business doexperience ~~not~~during ~~have~~the ~~any~~past ~~officers~~five oryears ~~directors~~ of ~~our~~the ~~Company~~person ~~who~~presently ~~are~~listed ~~related~~above toas ~~each~~an ~~other.~~Officer or Director of the Company is as follows:

~~Potential~~Mr. ~~Conflicts~~Joseph ~~of Interest~~Johnson

WeMr. ~~are~~Johnson, ~~not~~an ~~aware~~expert in strategy, growth, and business restructuring, recently served as Chief Executive Officer and President of ~~any~~the ~~conflicts~~Board of ~~interest~~Directors of a U.S. publicly traded real estate technology company, taking the company from the OTC Pink to the Venture Exchange (OTCQB), doubling share value. He has worked with ~~any~~hundreds of ~~our~~companies ~~executive~~as ~~officers~~an orattorney ~~directors~~and consultant ranging from watersports to nutraceuticals to ERP to telemedicine. Throughout his 18 year career he has served as inside and outside legal counsel, board member and C-Level Management with numerous private and public companies, and has a track record of successfully scaling businesses. Mr. Johnson is a licensed attorney in California and also holds an M.B.A. Mr. Johnson’s undergraduate degree is in business finance from California Polytechnical State University, Pomona.

~~Involvement~~Mario inA. ~~Certain Legal Proceedings~~Beckles

~~During~~Mr. ~~the~~Beckles ~~past~~has ~~ten~~over 20 years noof ~~director~~experience in financial reporting, ~~executive~~financial ~~officer~~accounting, ~~promoter~~tax and audit works. He is US based (FL) and his areas of expertise include, inter alia, information technology and retail. He began his career as a Senior Auditor with Deloitte and has since held positions as CFO of First Liberty Power Corp, a publicly traded mining company, was a Partner at Jersey Fortress Capital Partners, a boutique investment banking firm or ~~control~~was ~~person~~a Senior Financial Reporting Analyst with SimplexGrinnell, a $2B Fire & Security Contractor. Mario is a member of the ~~Company~~American ~~has~~Institute ~~been~~of ~~involved~~Certified inPublic Accountants and holds a CPA license with the ~~following:~~state board of Florida.

~~(1)~~Mario Areplaces ~~petition~~Boatim ~~under~~Inc.´s ~~the~~prior ~~Federal~~CFO, ~~bankruptcy~~Mr. ~~laws~~Benjamin orL. ~~any state insolvency law which was filed by or against~~Salter, orwho´s aresignation ~~receiver, fiscal agent or similar officer~~ was ~~appointed~~accepted by ~~a court for~~ the ~~business~~shareholders oron ~~property~~that ofsame ~~such~~date ~~person,~~as orpart ~~any~~of ~~partnership~~reorganizing inleadership ~~which~~with hestronger ~~was~~emphasis aon ~~general~~US ~~partner~~markets. atMr. orSalter ~~within~~continues ~~two~~with ~~years before~~ the ~~time~~Company ofheading ~~such~~the ~~filing,~~business ordevelopment ~~any~~department ~~corporation~~and oroperations ~~business~~in ~~association~~Europe. ofMr. ~~which~~Salter´s heresignation was annot ~~executive~~due ~~officer~~to atany ordisagreement ~~within~~with ~~two years before~~ the ~~time~~Company, ofits ~~such~~policies ~~filing;~~or practices.

~~(2)~~ITEM ~~Such~~11. ~~person~~EXECUTIVE ~~was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~COMPENSATION.

33The ~~Table~~following summary compensation table indicates the cash and non-cash compensation earned from the Company during the fiscal years ended August 31, 2021 and 2020 by the current and former executive officers of ~~Contents~~the Company and each of the other two highest paid executives or directors, if any, whose total compensation exceeded $100,000 during those periods.

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:35

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Summary Compensation Table
Name and Principal Position	Year	Fees earned or paid in cash ($)		Bonus (cash) ($)		Common Stock Awards (#)		Common Stock Awards ($)		All Other Compensation ($)		Total ($)

Joseph Johnson	2021		41,666		-		-		-		-		41,666
President CEO, (Principal Executive Officer) Director
Wolfgang Tippner	2021		120,000		-		-		-		-		120,000
Former President CEO, (Principal Executive Officer) Director
Wolfgang Tippner	2020		48,000		-		-		-		-		48,000
Former President CEO, (Principal Executive Officer) Director
Mario Beckles	2021		19,500		-		-		-		-		19,500
Chief Finance Officer, Director
Ben Salter	2021		122,671		-		-		64,493		-		187,164
Former Chief Finance Officer, Director
Teck Sion Lim	2020		-		-		-		-		-		-
Former Chief Finance Officer, Director

~~ii.~~Notes: ~~Engaging in any type of business practice; or~~

~~iii.~~Teck ~~Engaging~~Sion inLim ~~any~~received ~~activity~~no incompensation ~~connection with the purchase or sale of any security or commodity or~~ in ~~connection~~2020 ~~with~~and ~~any~~2019 ~~violation of Federal or State securities laws or Federal commodities laws;~~

~~(4)~~Identification ~~Such person was the subject~~ of ~~any~~Significant order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;Employees

~~(5)~~We ~~Such person was found by a court of competent jurisdiction in a civil action or by the Commission to~~ have ~~violated~~no ~~any~~significant ~~Federal~~employees orother ~~State~~than ~~securities~~our ~~law,~~officers and ~~the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;~~directors.

~~(6)~~Family Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;Relationship

~~(7)~~We ~~Such~~currently ~~person~~do ~~was~~not ~~the~~have ~~subject of, or a party to,~~ any ~~Federal~~officers or ~~State~~directors ~~judicial~~of orour ~~administrative~~Company ~~order,~~who ~~judgment,~~are ~~decree,~~related ~~or finding, not subsequently reversed, suspended or vacated, relating~~ to aneach ~~alleged violation of:~~other.

i.Potential ~~Any~~Conflicts ~~Federal~~of ~~or State securities or commodities law or regulation; or~~Interest

~~ii.~~We ~~Any~~are ~~law or regulation respecting financial institutions or insurance companies including, but~~ not ~~limited~~aware ~~to,~~of aany ~~temporary~~conflicts orof ~~permanent~~interest ~~injunction,~~with ~~order~~any of ~~disgorgement~~our orexecutive ~~restitution,~~officers ~~civil money penalty~~ or ~~temporary or permanent cease-and-desist order, or removal or prohibition order; or~~directors.

~~iii.~~Involvement ~~Any law or regulation prohibiting mail or wire fraud or fraud~~ in ~~connection~~Certain ~~with~~Legal ~~any business entity; or~~Proceedings

~~(8)~~During ~~Such person was~~ the ~~subject~~past ~~of,~~ten oryears ano ~~party to~~director, ~~any~~executive ~~sanction or order~~officer, ~~not~~promoter ~~subsequently reversed, suspended~~ or ~~vacated,~~control ofperson ~~any self-regulatory organization (as defined in Section 3(a)(26)~~ of the ~~Exchange~~Company ~~Act~~has ~~(15~~been ~~U.S.C.~~involved ~~78c(a)(26))), any registered entity (as defined~~ in ~~Section 1(a)(29) of~~ the ~~Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.~~following:

~~Code~~(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of ~~Ethics~~such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

We(2) ~~have~~Such ~~not~~person ~~adopted~~was aconvicted ~~code~~in ofa ~~ethics~~criminal ~~that~~proceeding ~~applies~~or tois ~~our~~a ~~officers,~~named ~~directors~~subject ~~and~~of ~~employees. When we do adopt~~ a ~~code~~pending ofcriminal ~~ethics,~~proceeding we(excluding ~~will~~traffic ~~disclose~~violations itand inother aminor ~~Current Report on Form 8-K.~~ offenses);

34(3) ~~Table~~Such person was the subject of ~~Contents~~any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~36

~~The~~i. ~~following~~Acting ~~table~~as ~~sets~~a ~~forth~~futures ~~certain~~commission ~~information~~merchant, ~~concerning~~introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the ~~number~~Commodity ofFutures ~~shares~~Trading Commission, or an associated person of ~~our~~any ~~common~~of ~~stock~~the ~~owned~~foregoing, ~~beneficially~~or as ofan ~~August~~investment 31adviser, ~~2020~~underwriter, ~~by:~~broker ~~(i)~~or ~~each~~dealer in securities, or as an affiliated person, ~~(including~~director or employee of any ~~group)~~investment ~~known~~company, tobank, ussavings toand ~~own~~loan ~~more~~association ~~than~~or ~~five~~insurance ~~percent~~company, ~~(5%)~~or ofengaging in or continuing any ~~class~~conduct ofor ~~our~~practice ~~voting~~in ~~securities,~~connection (with such activity; ii). ~~our~~Engaging ~~director,~~in ~~and~~any type of business practice; or (iii). ~~our~~Engaging ~~officer.~~in ~~Unless~~any ~~otherwise~~activity ~~indicated,~~in connection with the ~~stockholder~~purchase ~~listed~~or ~~possesses~~sale ~~sole~~of ~~voting~~any ~~and~~security ~~investment~~or ~~power~~commodity or in connection with ~~respect~~any toviolation ~~the~~of ~~shares~~Federal ~~shown.~~or State securities laws or Federal commodities laws;

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Common Stock	Wolfgang Tippner	Nil		0.00%
Common Stock	Patrick Heneise	Nil		0.00%
Common Stock	Patrick Burkert	Nil		0.00%
Common Stock	Chris Roy	Nil		0.00%
Common Stock	Veng Kun LUN	Nil		0.00%
Common Stock	Teck Siong LIM	Nil		0.00%
Common Stock	Directors and Officers as a Group (6 individuals)	Nil		0.00%
5% beneficial owners Common Stock	JTT Global Ventures Ltd. Ground floor, Coastal Building, Wickhams Cay II, Road Town, Tortola, BVI	32,766,667 shares of common stock		64.88%

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

~~Notes~~(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to ~~Summary~~have ~~Compensation~~violated ~~Table~~any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(16) ASuch ~~beneficial owner of a security includes any~~ person ~~who,~~was ~~directly~~found orby ~~indirectly,~~a ~~through~~court ~~any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting~~ of ~~shares;~~competent ~~and~~jurisdiction ~~(ii)~~in ~~investment~~a ~~power,~~civil ~~which~~action ~~includes the power to dispose~~ or ~~direct the disposition of shares. Certain shares may be deemed to be beneficially owned~~ by ~~more than one person (if, for example, persons share~~ the ~~power~~Commodity toFutures ~~vote~~Trading orCommission ~~the power~~ to ~~dispose~~have ofviolated ~~the~~any ~~shares).~~Federal Incommodities ~~addition~~law, ~~shares~~and ~~are deemed to be beneficially owned by a person if~~ the ~~person~~judgment ~~has~~in the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such ~~person~~civil ~~(and~~action ~~only~~or ~~such~~finding ~~person)~~ by ~~reason~~the ofCommodity ~~these~~Futures ~~acquisition~~Trading ~~rights.~~Commission Ashas ~~of August~~not ~~31,~~been ~~2020,~~subsequently ~~there were 50~~reversed,~~500,011~~ ~~shares~~suspended ofor ~~our common stock issued and outstanding.~~ vacated;

~~Changes~~(7) inSuch ~~Control~~person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~There~~i. ~~are~~Any noFederal ~~present~~or ~~arrangements~~State securities or ~~pledges~~commodities oflaw ~~the~~or ~~Company’s~~regulation; ~~securities~~or ~~which~~ii. ~~may~~Any ~~result~~law inor regulation respecting financial institutions or insurance companies including, but not limited to, a ~~change~~temporary inor ~~control~~permanent injunction, order of ~~the~~disgorgement ~~Company~~or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

~~ITEM~~(8) 13Such person was 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 (15 U.S.C. ~~CERTAIN~~78c(a)(26))), ~~RELATIONSHIPS~~any ~~AND~~registered ~~RELATED~~entity ~~TRANSACTIONS~~(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), ~~AND~~or ~~DIRECTOR~~any ~~INDEPENDENCE~~equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Director~~Code ~~Independence~~of Ethics

~~For~~We ~~purposes of determining director independence, we~~ have ~~applied~~not ~~the~~adopted ~~definitions set out in NASDAQ Rule 5605(~~a~~)(2).~~ ~~The~~code ~~OTCBB on which shares~~ of ~~common~~ethics ~~stock~~that ~~are~~applies ~~quoted~~to ~~does~~our ~~not~~officers, ~~have~~directors ~~any~~and ~~director independence requirements~~employees. ~~The~~When ~~NASDAQ~~we ~~definition~~do ofadopt ~~“Independent Director” means~~ a ~~person~~code ~~other than an Executive Officer or employee~~ of ~~the Company or any other individual having a relationship which~~ethics, inwe ~~the~~will ~~opinion~~disclose ofit ~~the Company's Board of Directors, would interfere with the exercise of independent judgment~~ in ~~carrying~~a ~~out~~Current ~~the~~Report ~~responsibilities~~on ofForm ~~a director~~8-K.

~~According~~ITEM ~~to the NASDAQ definition, we do not have any independent directors because each is also an executive officer of the Company~~12. ~~All~~SECURITY ~~current~~OWNERSHIP ~~directors~~OF ~~are~~CERTAIN orBENEFICIAL ~~may~~OWNERS ~~become~~AND inMANAGEMENT ~~the~~AND ~~future~~RELATED ~~shareholders~~STOCKHOLDER ~~of the Company~~MATTERS.

35The ~~Table~~following table sets forth certain information concerning the number of ~~Contents~~shares of our common stock owned beneficially as of August 31, 2021 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

~~Related Party Transactions~~37

Mr. Robert Glass, a lawyer, is providing services free of charge from time to time, such services involving advice on accounting matters and processing of information for reporting services.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Common Stock	Wolfgang Tippner	Nil		0.00%
Common Stock	Patrick Heneise	Nil		0.00%
Common Stock	Patrick Burkert	Nil		0.00%
Common Stock	Chris Roy	Nil		0.00%
Common Stock	Mario Beckles	Nil		0.00%
Common Stock	Teck Siong LIM	Nil		0.00%
Common Stock	Directors and Officers as a Group (6 individuals)	Nil		0.00%
5% beneficial owners Common Stock	JTT Global Ventures Ltd. Ground floor, Coastal Building, Wickhams Cay II, Road Town, Tortola, BVI	32,766,667 shares of common stock		63.28%

~~The~~Notes ~~Chief~~to ~~Technology~~Summary ~~Officer~~Compensation of the Company, Mr. Patrick Heneise is also the owner of Zentered OÜ (fka Heneise Consulting OÜ). Zentered has provided software development and maintenance services and has billed approximately $39,231 during the year ended August 31, 2020. Table

On(1) ~~September~~A 12beneficial owner of a security includes any person who, ~~2019~~directly or indirectly, ~~Veng~~through ~~Kun~~any ~~Lun~~contract, anarrangement, ~~officer~~understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and ~~director~~(ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the ~~Company~~power to vote or the power to dispose of the shares). In addition, ~~forgave~~shares ~~all~~are ~~amounts~~deemed ~~due~~to be beneficially owned by a person if the person has the right to ~~him~~acquire ~~from~~the shares (for example, upon exercise of an option) within 60 days of the ~~Company~~date as of which the information is provided. In computing the percentage ownership of any person, ~~totaling~~the ~~$81~~amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of August 31,~~290~~ 2021, ~~which~~there ~~was~~were ~~recorded~~51,780,838 asshares ~~additional~~of ~~paid~~our incommon ~~capital~~stock issued and outstanding.

~~During~~Changes ~~the~~in fiscal year ended August 31, 2020, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $774,771 to the Company. Cayo is owned by the former majority shareholder and former officer, Mr. Yves Toelderer. As of August 31, 2020, the Company owed a total of $348,031 to Cayo which includes $2,833 owed to Yves Toelderer. These loans are unsecured, non-interest bearing and due on demand.Control

~~During~~There ~~the~~are ~~year~~no ~~ended~~present ~~August~~arrangements ~~31,~~or ~~2019,~~pledges ~~the Company issued a note in the amount~~ of ~~$500,000 to Cayo for~~ the ~~purchase of the Boatim software platform. The note matured on January 23, 2020 but was extended to January 23, 2021. On July 21, 2020, Cayo cancelled the note when it transferred its claim against the~~ Company’s tosecurities anwhich ~~unrelated~~may ~~party.~~result Onin ~~the~~a ~~same~~change ~~date,~~in ~~Cayo~~control ~~also assigned a portion~~ of the ~~related party loans (see above) amounting to $560,000 to another unrelated party. The~~ Company ~~then issued convertible notes to these unrelated parties. (See Note 6).~~

OnITEM ~~June 1, 2020, the Company entered into services agreement with Mr~~13. ~~Wolfgang~~CERTAIN ~~Tippner,~~RELATIONSHIPS asAND ~~Chief~~RELATED ~~Executive Officer. The agreement calls for a sing-on bonus of $24~~TRANSACTIONS,~~000,~~ ~~payable~~AND ~~within~~DIRECTOR ~~6 months from the date of the agreement and a cash compensation for his services of $8,000 per month~~INDEPENDENCE. ~~During the year ended August 31, 2020, a total of $0 has been paid to Mr. Tippner. As of August 31, 2020, $48,000 in accrued compensation remains outstanding.~~

OnDirector June 1, 2020, the Company entered into a service agreement with Mr. Patrick Heneise, as Chief Technology Officer. The agreement calls for an equity bonus of 200,000 common shares of the company within 6 months of the date of the agreement. As cash compensation for his services he is to receive a total of €35,000, payable at €2,500 per month for technology consulting services and a €5,000 executive services fee payable annually. During the year ended August 31, 2020, a total of $2,968 has been paid to Mr. Heneise. As of August 31, 2020, $8,864 in accrued compensation remains outstanding.Independence

OnFor ~~June~~purposes ~~15,~~of ~~2020,~~determining ~~the~~director ~~Company~~independence, ~~entered~~we ~~into~~have aapplied ~~service~~the ~~agreement~~definitions ~~with~~set ~~Mr.~~out ~~Chris~~in ~~Roy,~~NASDAQ asRule ~~Chief Product Officer~~5605(a)(2). The ~~agreement~~OTCBB ~~calls~~on ~~for~~which ashares ~~base salary~~ of ~~€125,000~~common ~~per~~stock ~~year.~~are Inquoted ~~addition,~~does ~~Mr.~~not ~~Roy~~have isany ~~eligible~~director toindependence ~~receive~~requirements. aThe ~~performance~~NASDAQ ~~bonus~~definition ~~equal to 50%~~ of ~~his~~“Independent ~~base~~Director” ~~salary,~~means ~~based~~a ~~upon~~person ~~targets~~other ~~set~~than byan ~~the~~Executive ~~board~~Officer ofor ~~directors~~employee of the Company. ~~During~~or ~~the~~any ~~year~~other ~~ended~~individual ~~August~~having ~~31,~~a ~~2020~~relationship which, ain ~~total~~the opinion of ~~$33,145~~the ~~has~~Company's ~~been~~Board ~~paid~~of toDirectors, ~~Mr.~~would ~~Roy.~~interfere Aswith ofthe ~~August~~exercise ~~31,~~of ~~2020,~~independent ~~$23,140~~judgment in ~~accrued~~carrying ~~compensation~~out ~~remains~~the ~~outstanding~~responsibilities of a director.

OnAccording ~~July~~to ~~1, 2020,~~ the ~~Company~~NASDAQ ~~entered into a service agreement with Mr. Patrick Burkert~~definition, aswe ~~Chief~~do ~~Marketing~~not ~~Officer.~~have ~~The~~any ~~agreement~~independent ~~calls~~directors abecause ~~sign~~each onis bonus of 500,000 shares of restricted common stock as a sign on bonus, 50,000 shares within two weeks of the date of the agreement, a further 200,000 shares after 6 months, and the remaining shares after 12 months. He will also ~~receive~~an aexecutive ~~base~~officer ~~salary~~ of ~~€144,000 per year. In addition, Mr. Burkert is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by~~ the ~~board of directors of the~~ Company. ~~During~~All ~~the~~current ~~year~~directors ~~ended~~are ~~August~~or ~~31,~~may ~~2020,~~become ~~a total of $71,400 has been paid to Mr. Burkert~~ in ~~cash compensation. As of August 31, 2020, $0 in accrued cash compensation remains outstanding. During~~ the ~~year~~future ~~ended~~shareholders ~~August 31, 2020, the Company recognized $62,500~~ of ~~stock-based compensation expense for~~ the ~~50,000 shares earned by Mr~~Company. ~~Burkert.~~

~~Other~~Related ~~than~~Party the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.Transactions

36Mr. ~~Table~~Robert Glass, a lawyer, is providing services free of ~~Contents~~charge from time to time, such services involving advice on accounting matters and processing of information for reporting services.

~~With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:~~38

•The ~~Disclosing~~former Chief Technology Officer of the Company, Mr. Patrick Heneise is also the owner of Zentered OÜ (fka Heneise Consulting OÜ, “Zentered”). Zentered has provided software development and maintenance services to the Company and has recognized expenses for such ~~transactions~~services inof ~~reports~~$39,231 ~~where~~during ~~required;~~the year ended August 31, 2020. As of August 31, 2021 and 2020 nothing remains outstanding.

•During ~~Disclosing~~the fiscal year ended August 31, 2020, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $774,771 to the Company. During the fiscal year ended August 31, 2021, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $1,216,420 to the Company. Cayo is owned by the former majority shareholder and former officer, Mr. Yves Toelderer. On June 07, 2021 and June 08, 2021, the Company issued convertible notes in ~~any~~the amount of $696,000 and ~~all~~$441,000 ~~filings~~to ~~with~~two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the ~~SEC~~same amounts. There was no gain or loss on extinguishment recorded on the old Cayo Venture loan. As of August 31, ~~where~~2021 ~~required;~~and 2020, the Company owed a total of $427,451 and 348,031, respectively, to Cayo, which includes $2,833 owed to Yves Toelderer. These loans are unsecured, non-interest bearing and due on demand.

•During ~~Obtaining~~the ~~disinterested~~year ~~directors~~ended ~~consent;~~August ~~and~~31, 2019, the Company issued a note in the amount of $500,000 to Cayo for the purchase of the Boatim software platform. The note matured on January 23, 2020 but was extended to January 23, 2021. On July 21, 2020, the Company cancelled the note when Cayo transferred its claim against the Company to an unrelated party. On the same date, Cayo also assigned a portion of the related party loans (see above) amounting to $560,000 to another unrelated party. The Company then issued convertible notes to these unrelated parties. (See Note 7).

•On ~~Obtaining~~June ~~shareholder~~1, ~~consent~~2020, ~~where~~the ~~required~~Company entered into services agreement with Mr. Wolfgang Tippner, as Chief Executive Officer. The agreement calls for a sign-on bonus of $24,000, payable within 6 months from the date of the agreement and a cash compensation for his services of $8,000 per month. During the years ended August 31, 2021 and August 31, 2020, a total of $8,000 and $0 has been paid to Mr. Tippner, respectively. As of August 31, 2020, $48,000 in accrued compensation remained outstanding. As of August 31, 2021, $120,000 in accrued compensation remains outstanding.

~~Review~~On June 1, ~~Approval~~2020, orthe ~~Ratification~~Company entered into a service agreement with Mr. Patrick Heneise, as Chief Technology Officer. The agreement calls for an equity bonus of ~~Transactions~~200,000 common shares of the company within 6 months of the date of the agreement. As cash compensation for his services he is to receive a total of €35,000, payable at €2,500 per month for technology consulting services and a €5,000 executive services fee payable annually. During the year ended August 31, 2021 and 2020, a total of $14,922 and $2,968 has been paid to Mr. Heneise, respectively. On June 02, 2021 Patrick Heneise resigned as Director and CTO which took effect on June 30, 2021 but continues with ~~Related~~the ~~Persons~~Company as a consultant. As of August 31, 2021 and 2020, $24,301 and $8,864 in accrued compensation remains outstanding, respectively. During the year ended August 31, 2021, the Company recognized $250,000 of stock-based compensation expense for the 200,000 shares earned by Mr. Heneise.

WeOn ~~are~~June 15, 2020, the Company entered into a ~~smaller~~service ~~reporting~~agreement ~~company~~with Mr. Chris Roy, as ~~defined~~Chief byProduct ~~Rule~~Officer. ~~12b-2~~The agreement calls for a base salary of €125,000 per year. In addition, Mr. Roy is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the ~~Securities~~board ~~Exchange~~of ~~Act~~directors of ~~1934~~the Company. During the years ended August 31, 2021 and ~~are~~2020, this performance bonus was not ~~required~~earned or paid to ~~provide~~Mr. Roy. During the ~~information~~year ~~under~~ended ~~this~~August ~~item~~31, 2020, a total of $33,145 has been paid to Mr. Roy. During the year ended August 31, 2021 a total of $112,801, had been paid to Mr. Roy. Mr. Chris Roy resigned as a member of the Board of Directors on February 12, 2021. As of August 31, 2021 and 2020, $0 and $23,140 in accrued compensation remains outstanding, respectively.

~~ITEM~~On 14July 1, 2020, the Company entered into a service agreement with Mr. ~~PRINCIPAL~~Patrick ~~ACCOUNTANT~~Burkert, ~~FEES~~as ~~AND~~Chief ~~SERVICES~~Marketing Officer. The agreement calls for a sign on bonus of 500,000 shares of restricted common stock, of which 50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. He will also receive a base salary of €144,000 per year. In addition, Mr. Burkert is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. None of the bonus has been earned to date. Mr. Patrick Burkert resigned as a member of the Board of Directors on February 12, 2021. During the year ended August 31, 2020, a total of $71,400 has been paid to Mr. Burkert in cash compensation. As of August 31, 2021 and 2020, $0 in accrued cash compensation remains outstanding. During the year ended August 31, 2021, the Company paid $100,389 in cash compensation and recognized $312,500 of stock-based compensation expense for the 250,000 shares earned by Mr. Burkert.

On August 27, 2020 the Company appointed Malone Bailey LLP as the Company’s registered independent public accounting firm. Our principal independent accountant during the year ended August 31, 2020 was Malone Bailey LLP. Their pre-approved fees billed to the Company are set forth below:39

	August 31, 2020		August 31, 2019
Audit Fees and Audit Related Fees	$	56,200	$	16,000
Tax Fees		-		-
All Other Fees		-		-
TOTAL	$	56,200	$	16,000

On January 1, 2021, the Company entered into a service agreement with Mr. Benjamin Salter, as Director and Chief Financial Officer. The agreement calls for a sign on bonus of options for 500,000 shares of common stock at a strike price of $0.10 per share. See Note 10. The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward. In addition, Mr. Salter is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. During the year ended August 31, 2021, a total of $43,992 has been paid to Mr. Salter in cash compensation. As of August 31, 2021, $78,679 in accrued cash compensation remains outstanding. As of August 31, 2021, there was $0 earned or accrued for a performance-based bonus. During the year ended August 31, 2021 the Company recognized $64,493 of stock-based compensation expense for the options granted under this service agreement. Mr. Salter resigned as a member of the Board of Directors and as CFO on March 19, 2021 but continues with the Company heading business development and operations in Europe.

~~During~~On April 1, 2021, the ~~year~~Company ~~ended~~entered ~~August~~into 31an independent contractor agreement with Mr. Salter, ~~2020，the~~as ~~total~~Head ~~audit~~of ~~and~~Operations. ~~audit-related~~The ~~fees~~agreement ~~billed~~calls ~~was~~for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $566,~~200~~000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company. In addition, Mr. Salter is to receive options for ~~tax~~25,000 ~~services~~shares ~~was~~of common stock each month at a strike price of $0.10 ~~and~~per ~~for~~share ~~all~~with ~~other~~a ~~services~~term ~~was~~of 15 months. The Company agreed to also make a cash payment to Mr. Salter on exercise of his options of $02,500. During the year ended August 31, 2021, the Company recognized $31,331 of stock-based compensation expense for the options granted under this agreement.

~~During~~On March 19, 2021, the ~~year~~Company ~~ended~~entered ~~August~~into ~~31,~~a ~~2019，the~~service ~~total~~agreement ~~audit~~with Mr. Mario Beckles, as Director and ~~audit-related~~Chief ~~fees~~Financial ~~billed~~Officer, ~~was~~commencing on April 1, 2020. The agreement calls for cash compensation in the amount of $163,000, ~~for~~per ~~tax~~month ~~services~~to ~~was~~be paid monthly. As of August 31, 2021, $015,000 ~~and~~has ~~for~~been ~~all~~paid ~~other~~to ~~services~~Mr. ~~was~~Beckles in cash compensation. As of August 31, 2021, $04,500 in unpaid cash compensation is outstanding.

~~Audit~~On ~~fees~~June ~~are~~22, ~~charged~~2021, bythe Company entered into an employment agreement with Mr. Joseph Johnson, as a member of the ~~auditor~~Board of Directors and as Chief Executive Officer. The agreement provides for ~~providing~~a ~~its~~base ~~audit~~salary ~~report~~of $250,000 per year, subject to an inflationary increase using the US Consumer Price Index. ~~Fees~~The agreement also provides for ~~audit-related~~an ~~services~~annual ~~might~~incentive bonus equal to 200% of his base salary and a sign on bonus of 1,000,000 shares of unrestricted common stock which will be ~~charged~~fully byvested ~~lawyers~~with ora ~~valuers~~service ~~providing~~period ~~third~~of ~~party~~six ~~expertise~~(6) ormonths ~~opinions~~from ~~required~~the date of the agreement. In addition, Mr. Johnson is eligible to ~~prepare~~receive ora ~~provide~~performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the ~~audit~~Company ~~report~~during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares. As of August 31, 2021, $20,833 has been paid to Mr. Johnson in cash compensation. As of August 31, 2021, $20,833 unpaid cash compensation is outstanding.

~~Fees~~With ~~for~~regard ~~tax~~to ~~services~~any ~~might~~future berelated ~~charged~~party bytransaction, ~~accountants~~we orplan ~~tax~~to ~~advisors~~fully ~~for~~disclose ~~providing~~any ~~services~~and ~~that~~all ~~relate~~related toparty ~~tax~~transactions ~~matters~~in ~~like~~the ~~tax~~following ~~calculations, tax advice or tax filings.~~manner:

~~Fees~~• ~~for~~Disclosing ~~other~~such ~~services~~transactions ~~might~~in bereports ~~charged~~where ~~by any other service provider for providing any other service that might be of interest to the company.~~required;

37• ~~Table~~Disclosing ofin ~~Contents~~any and all filings with the SEC, where required;

~~Part~~• IVObtaining disinterested directors consent; and

~~ITEM~~• ~~15.~~Obtaining ~~EXHIBITS,~~shareholder ~~FINANCIAL~~consent ~~STATEMENT~~where ~~SCHEDULES~~required.

~~The~~Review, ~~following~~Approval ~~exhibits~~or ~~are~~Ratification ~~included~~of Transactions with ~~this~~Related ~~annual report:~~Persons

Exhibit Number		Exhibit Description
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

We are a 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.

01.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

~~__________________~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

*PursuantOur toprincipal ~~Regulation~~independent ~~S-T,~~accountant ~~this~~during ~~interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of~~ the ~~Securities~~years ~~Act~~ended ofAugust ~~1933~~31, is2021 ~~deemed~~and ~~not~~2020 ~~filed~~was ~~for~~MaloneBailey ~~purposes~~LLP. ofTheir ~~Section 18~~pre-approved offees ~~the~~billed ~~Securities~~to ~~Exchange~~the ~~Act~~Company ofare ~~1934,~~set ~~and~~forth ~~otherwise is not subject to liability under these sections.~~ below:

38 Table of Contents

	August 31, 2021		August 31, 2020
Audit Fees and Audit Related Fees	$	49,000	$	56,200
Tax Fees		-		-
All Other Fees		-		-
TOTAL	$	49,000	$	56,200

~~SIGNATURES~~During the year ended August 31, 2021，the total audit and audit-related fees billed was $49,000, for tax services was $0 and for all other services was $0.

~~Pursuant~~During to the ~~requirements~~year ofended ~~Section~~August 1331, or2020，the ~~15(d)~~total ofaudit ~~the~~and ~~Securities~~audit-related ~~Exchange~~fees ~~Act~~billed ofwas ~~1934~~$56,200, ~~the~~for ~~registrant~~tax ~~has~~services ~~duly~~was ~~caused~~$0 ~~this~~and ~~report~~for toall beother ~~signed~~services onwas ~~its behalf by the undersigned, thereunto duly authorized~~$0.

	Boatim, Inc. Registrant
Date: December 2, 2020	By:	/s/ Wolfgang Tippner
		Wolfgang Tippner
		Chief Executive Officer (Principal Executive Officer)

Audit fees are charged by the auditor for providing its audit report. Fees for audit-related services might be charged by lawyers or valuers providing third party expertise or opinions required to prepare or provide the audit report

Date: December 2, 2020	By:	/s/ Teck Siong LIM
		Teck Siong LIM
		Chief Financial Officer (Principal Financial and Accounting Officer)

Fees for tax services might be charged by accountants or tax advisors for providing services that relate to tax matters like tax calculations, tax advice or tax filings.

39Fees for other services might be charged by any other service provider for providing any other service that might be of interest to the company.

Part IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are included with this annual report:

Exhibit Number		Exhibit Description

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

01.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

__________________

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant 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.

	Boatim, Inc. Registrant

Date: January 03, 2022	By:	/s/ Joseph Johnson
		Joseph Johnson
		Chief Executive Officer (Principal Executive Officer)

Date: January 03, 2022	By:	/s/ Mario A. Beckles
		Mario A. Beckles
		Chief Financial Officer (Principal Financial and Accounting Officer)

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