UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2021
For the fiscal year ended June 30, 2022
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 333-199336

Fritzy Tech Inc.

(Exact name of registrant as specified in its charter)

Delaware

46-5250836

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

120 High Road, East Finchley, London, England, United Kingdom		N2 9ED
120 High Road, East Finchley, London,England, United Kingdom		N2 9ED
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (315) 274-1520

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 last 90 days. Yes ☒ No ☐

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~filer~~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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2020 was $2,437,889 based on a $0.91 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 2715,~~746~~346,~~000~~826 shares of common stock issued and outstanding as of September 232, ~~2021~~2022.

TABLE OF CONTENTS

PART I		4
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS	5
ITEM 2.	PROPERTIES	5
ITEM 3.	LEGAL PROCEEDINGS	5
ITEM 4.	MINE SAFETY DISCLOSURES	5
PART II		6
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6.	SELECTED FINANCIAL DATA	6
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	67
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2220
ITEM 9A.	CONTROLS AND PROCEDURES	2220
ITEM 9B.	OTHER INFORMATION	2221
PART III		2322
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2322
ITEM 11.	EXECUTIVE COMPENSATION	2624
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	2725
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	2826
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	2826
PART IV		2927
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	2927
ITEM 16.	FORM 10-K SUMMARY	2927
SIGNATURES		3028

2 Table of Contents

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our audited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.

Unless otherwise specified in this annual report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company” mean Fritzy Tech Inc. and our wholly owned subsidiary, First Tax Priority Solutions Inc., a Delaware corporation, unless otherwise indicated.

3 ~~Tabble~~Table of Contents

PART I

ITEM 1. BUSINESS

Overview

Our company was incorporated in the State of Delaware on March 31, 2014. From inception to December 1, 2017, we were in the business of acquiring, developing, managing and selling residential and commercial income-producing properties in the Cincinnati and Dayton, Ohio metropolitan areas. Our revenue primarily resulted from rental income from the tenants occupying the properties we acquire and from the proceeds of property sales. Since starting our business in March 2014, the Company has only acquired one light industrial facility in Dayton, Ohio. All real estate activity has been reclassed to discontinued operations. On December 1, 2017, our building was transferred to our primary shareholder in exchange for assumption of the debt associated with the purchase of the building.

On December 1, 2017, we underwent a change of control and discontinued our real estate business.

On May 8, 2018, we entered into a Capital Contribution Agreement (the “Capital Contribution Agreement”) with our principal shareholder, Silverlight International Limited (“Silverlight”). Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, to our company, in exchange for the issuance of an additional 20,000 shares to Silverlight. To determine the number of shares received by Silverlight in connection with such contribution, our company valued the Zshoppers.com assets at $100,000 and divided this amount by a price per share equal to $5, which represents the most recent price per share for trades of our company’s stock on the Over-the-Counter Quotation System in which our company’s common stock is quoted. In connection with the capital contribution, our company assumed certain ongoing responsibilities of Silverlight for pay the former owner of Zshoppers.com (the “Seller”) under its asset purchase agreement for Zshoppers.com (the “Ongoing Obligations”). The Ongoing Obligations consist of a 25% profit share for the Seller for one year from the date of acquisition (the “Payment Period”), plus $1,000 per month for the Payment Period.

On October 1, 2018, our company disposed of Zhoppers, Inc.

On December 3, 2019 a majority of our stockholders and our board of directors approved a change of name of our company to Fritzy Tech Inc. and a reverse stock split of our issued and outstanding shares of common stock on a sixty (60) old for one (1) new basis. A Certificate of Amendment of Certificate of Incorporation was filed with the Delaware Secretary of State on December 5, 2019 with an effective date of December 16, 2019. The name change and reverse stock split was approved by Financial Industry Regulatory Authority ( FINRA ) with an effective date of December 23, 2019.

4The ~~Tabble~~Company is working on relaunching the Zshoppers.com brand under the direct ownership of ~~Contents~~Fritzy Tech Inc. We are also in the late-stage developments of our plan to launch and market homekout.com.

The ~~Company~~address isof ~~working~~our onprincipal ~~relaunching~~executive ~~the~~office ~~Zshoppers.com~~is ~~brand~~329 ~~under~~S. ~~the~~Oyster ~~direct~~Bay ~~ownership~~Road, ofPlainview, ~~Fritzy~~NY ~~Tech Inc~~11803. WeOur ~~are~~telephone ~~also~~number inis ~~the~~(315) ~~late~~274-~~stage~~1520. ~~developments~~Our ofwebsite ~~our~~is ~~plan to launch and market homekout~~www.zshoppers.com.

~~The~~We ~~address~~do ofnot ~~our~~have ~~principal~~any ~~executive office is 329 S~~subsidiaries. ~~Oyster Bay Road, Plainview, NY 11803. Our telephone number is (315) 274-1520. Our website is www.zshoppers.com.~~

We dohave not ~~have~~been subject to any ~~subsidiaries~~bankruptcy, receivership or similar proceeding.

WeOur ~~have~~Current ~~not been subject to any bankruptcy, receivership or similar proceeding.~~Business

~~Our~~We ~~Current~~are ~~Business~~working on relaunching the Zshoppers.com brand under the direct ownership of Fritzy Tech Inc. We are also in the late-stage developments of our plan to launch and market homekout.com.

WeTo ~~are~~support ~~working~~our onbusiness ~~relaunching~~plan, ~~the~~we ~~Zshoppers~~will require additional financing.~~com~~ ~~brand~~There ~~under~~can ~~the~~be ~~direct~~no ~~ownership~~assurance, ofhowever, ~~Fritzy~~that ~~Tech~~we ~~Inc.~~will Webe ~~are~~able ~~also~~to inacquire the ~~late-stage~~financing ~~developments~~necessary ofto enable us to pursue our plan toof ~~launch~~operation. If our company requires additional financing and ~~market~~we ~~homekout~~are unable to acquire such funds, our business may fail.~~com.~~

ToManagement ~~support~~of our ~~business~~company ~~plan,~~believes wethat ~~will~~there ~~require~~are ~~additional~~benefits ~~financing.~~to ~~There~~being ~~can~~a bereporting nocompany ~~assurance,~~with ~~however~~a class of securities quoted on the OTCQB, ~~that~~such weas: ~~will~~(i) bethe ~~able~~ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the ~~financing~~financial ~~necessary~~community; to(iii) ~~enable~~the usfacilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to ~~pursue~~an ~~our~~acquisition; ~~plan~~(vii) potential compensation of ~~operation.~~key Ifemployees ~~our~~through ~~company~~stock ~~requires~~awards ~~additional~~or ~~financing~~options; ~~and~~(viii) wepotentially ~~are~~enhanced ~~unable~~corporate toimage; ~~acquire~~and ~~such~~(ix) ~~funds,~~a ~~our~~presence ~~business~~in ~~may~~the ~~fail~~United States’ capital market.

~~Management~~4 ofTable ~~our company believes that there are benefits to being a reporting company with a class~~ of securities quoted on the OTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.Contents

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company.

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

~~5 Tabble of Contents~~Employees

~~Employees~~Other than our directors and officers, who provide their services to our company and independent consultants, we have no full time or party time employees.

~~Other~~ITEM ~~than~~1A. ~~our~~RISK ~~directors and officers, who provide their services to our company and independent consultants, we have no full time or party time employees.~~FACTORS

~~ITEM~~As ~~1A.~~a ~~RISK~~“smaller ~~FACTORS~~reporting company”, we are not required to provide the information required by this Item.

AsITEM a1B. ~~“smaller~~UNRESOLVED ~~reporting~~STAFF ~~company”, we are not required to provide the information required by this Item.~~COMMENTS

~~ITEM~~Not 1BApplicable. ~~UNRESOLVED STAFF COMMENTS~~

~~Not~~ITEM ~~Applicable~~2. PROPERTIES

~~ITEM~~Our 2company owns no real property. ~~PROPERTIES~~Our principal executive offices are located at 20 High Road, East Finchley N2 9ED London, England, United Kingdom.

~~Our~~ITEM ~~company owns no real property~~3. ~~Our~~LEGAL ~~principal executive offices are located at 20 High Road, East Finchley N2 9ED London, England, United Kingdom.~~ PROCEEDINGS

~~ITEM~~From 3time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. ~~LEGAL~~We ~~PROCEEDINGS~~are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

~~From~~ITEM ~~time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business~~4. WeMINE ~~are~~SAFETY not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.DISCLOSURES

~~ITEM~~Not 4Applicable. ~~MINE SAFETY DISCLOSURES~~

~~Not~~5 ~~Applicable.~~Table of Contents

6PART ~~Tabble of Contents~~II

~~ITEM~~Market ~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Information

~~Market~~Our ~~Information~~common stock is listed for quotation on the Pink Sheets of the OTC Markets, under the symbol “FPTA”.

~~Our~~OTC ~~common~~Markets ~~stock~~securities isare not listed ~~for~~or ~~quotation~~traded on the ~~Pink~~floor ~~Sheets~~ of ~~the~~an organized national or regional stock exchange. Instead, OTC Markets, ~~under~~securities ~~the~~transactions ~~symbol~~are ~~“FPTA”~~conducted through a telephone and computer network connecting dealers in stocks. OTC Markets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

OTC Markets securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Markets securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Markets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.Holders

~~Holders~~As of September 2, 2022, we had 3 shareholders of record of our common stock with 15,346,826 shares of common stock outstanding.

~~As of September 23, 2021, we had 3 shareholders of record of our common stock with 27,746,000 shares of common stock outstanding.~~Dividends

~~Dividends~~We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

WeEquity ~~have~~Compensation not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.Plans

7Our ~~Tabble~~company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of ~~Contents~~common stock with its employees and consultants as payment for services or as discretionary bonuses.

~~Equity~~Recent ~~Compensation~~Sales ~~Plans~~of unregistered securities

~~Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future~~None. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses.

~~Recent~~Issuer ~~Sales~~Purchases of ~~unregistered~~Equity ~~securities~~Securities

~~None~~There were no repurchases of common stock for the year ended June 30, 2022.

~~Issuer~~ITEM ~~Purchases~~6. ofSELECTED ~~Equity~~FINANCIAL ~~Securities~~DATA

~~There~~Not ~~were no repurchases of common stock for the year ended June 30, 2021~~Applicable.

~~ITEM~~ 6. ~~SELECTED~~Table ~~FINANCIAL~~of ~~DATA~~Contents

~~Not~~ITEM ~~Applicable~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~The 7following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this annual report. ~~MANAGEMENT’S~~The ~~DISCUSSION~~following ~~AND~~discussion ~~ANALYSIS~~contains OFforward-looking ~~FINANCIAL~~statements ~~CONDITION~~that ~~AND~~reflect ~~RESULTS~~our OFplans, ~~OPERATIONS~~estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~The~~Results ~~following~~of ~~discussion~~Operations should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Results~~The following summary of ~~Operations~~our operations should be read in conjunction with our audited consolidated financial statements for the year ended June 30, 2022 and 2021.

~~The~~Year ~~following~~Ended ~~summary~~June of30, ~~our~~2022 ~~operations~~Compared ~~should~~to beYear ~~read~~Ended ~~in conjunction with our audited consolidated financial statements for the year ended~~ June 30, 2021 ~~and 2020.~~

~~Year~~Our ~~Ended~~operating results for the year ended June 30, 2022 and 2021, ~~Compared~~and tothe ~~Year~~changes ~~Ended~~between ~~June~~those ~~30,~~periods ~~2020~~for the respective items are summarized as follows:

Our operating results for the year ended June 30, 2021 and 2020, and the changes between those periods for the respective items are summarized as follows:

	Year Ended
	June 30, 2022			June 30, 2021			Change			%
Operating expenses	$	(31,960	)	$	(29,689	)	$	(2,271	)		8	%
Other expenses	$	(36,503	)	$	(60,049	)	$	23,546		(39%)
Net loss	$	(68,463	)	$	(89,738	)	$	21,275		(24%)

	Year Ended
	June 30, 2021			June 30, 2020			Change		%
Operating expenses	$	(29,689	)	$	(25,037,849	)	$	25,008,160	(100%)
Other expenses	$	(60,049	)	$	(96,660	)	$	36,611	(38%)
Net loss	$	(89,738	)	$	(25,134,509	)	$	25,044,771	(100%)

No revenue was generated for year ended June 30, 2022 and 2021.

NoNet ~~revenue~~loss was ~~generated~~$68,463 for the year ended June 30, 2022 as compared to net loss of $89,738 for the year ended June 30, 2021 ~~and~~mainly ~~2020~~attributed to the decrease in other expenses. During the year ended June 30, 2022, the Company incurred amortization of debt discount of $26,159.

~~Net~~Liquidity ~~loss was $89,738 for the year ended June 30, 2021 as compared to net loss of $25,134,509 for the year ended June 30, 2020 mainly attributed to the decrease in operating expenses~~ and other expenses. During the year ended June 30, 2020, the Company incurred stock based compensation of $25,000,000 from stock payable of 25,000,000 outstanding common shares based on stock trading price at $1.00 per share to the Company’s Chief Executive Officer as compensation for the year 2019.Capital

8Working ~~Tabble of Contents~~Capital

Liquidity and Capital

	June 30, 2022			June 30, 2021			Change			%
Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	241,473		$	173,010		$	68,463			40	%
Working Capital (Deficit)	$	(241,473	)	$	(173,010	)	$	(68,463	)		40	%

Working Capital

	Year Ended
	June 30, 2022			June 30, 2021
Cash Flows used in Operating Activities	$	(26,210	)	$	(35,483	)
Cash Flows provided by Financing Activities		26,210			35,483
Net Changes in Cash During Period	$	-		$	-

	June 30, 2021			June 30, 2020			Change			%
Current Assets	$	-		$	-		$	-			0	%
Current Liabilities	$	173,010		$	114,731		$	58,279			51	%
Working Capital (Deficit)	$	(173,010	)	$	(114,731	)	$	(58,279	)		51	%

The financial statements included in this yearly report have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements at June 30, 2022 and June 30, 2021, we had an accumulated deficit of $25,541,161 and $25,472,698 of continuing operations, respectively, and retained earnings of $109,905 and $109,905 from discontinued operations, as of June 30, 2022 and June 30, 2021, respectively. We had a working capital deficit (total current liabilities exceeded total current assets) of $241,473 and $173,010 at June 30, 2022 and June 30, 2021, respectively. The increase in working capital deficiency was mainly attributed to the increase in accrued interest, accounts payable and accrued liabilities and due to related party. Our cash balance and revenues generated are not currently sufficient and cannot be projected to cover our operating expenses for the next 12 months from the filing date of this report. These factors among others raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.

	Year Ended
	June 30, 2021			June 30, 2020
Cash Flows used in Operating Activities	$	(35,483	)	$	(32,205	)
Cash Flows provided by Financing Activities		35,483			32,205
Net Changes in Cash During Period	$	-		$	-

Table of Contents

~~The~~Cash ~~financial~~Flows statements included in this yearly report have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements at June 30, 2021 and June 30, 2020, we had an accumulated deficit of $25,472,698 and $25,382,960 of continuing operations, respectively, and retained earnings of $109,905 and $109,905 from ~~discontinued~~Operating operations, as of June 30, 2021 and June 30, 2020, respectively. We had a working capital deficit (total current liabilities exceeded total current assets) of $173,010 and $114,731 at June 30, 2021 and June 30, 2020, respectively. The increase in working capital deficiency was mainly attributed to the increase in convertible notes and accrued interest. Our cash balance and revenues generated are not currently sufficient and cannot be projected to cover our operating expenses for the next 12 months from the filing date of this report. These factors among others raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.Activities

~~Cash~~Net ~~Flows~~cash ~~from~~used ~~Operating~~in ~~Activities~~our operating activities for the year ended June 30, 2022 totaled $26,210, compared to net cash used in our operations for the year ended June 30, 2021 of $35,483.

~~Net~~For ~~cash used in our operating activities for~~ the year ended June 30, ~~2021 totaled $35~~2022,~~483,~~ ~~compared to~~ net cash flows used in ~~our~~operating ~~operations~~activities ~~for~~was ~~the~~$26,210, ~~year~~consisting ~~ended~~of ~~June~~a 30net loss of $68,463, ~~2020~~decreased by changes in operating liabilities of $3242,~~205~~253.

For the year ended June 30, ~~2020~~2021, net cash flows used in operating activities was $35,483, consisting of a net loss of $89,738, decreased by amortization of debt discount of $26,159 and changes in operating liabilities of $28,096.

~~For~~Cash ~~the~~Flows ~~year~~from ~~ended~~Investing June 30, 2020, net cash flows used in operating activities was $32,205, consisting of a net loss of $25,134,509, decreased by stock based compensation of $25,000,000, amortization of debt discount of $83,801 and changes in operating liabilities of $18,503.Activities

~~Cash~~For ~~Flows~~the ~~from~~year ~~Investing~~ended ~~Activities~~June 30, 2022 and June 30, 2021, we had no investing activities.

~~For~~Cash ~~the~~Flows ~~year~~from ~~ended~~Financing ~~June 30, 2021 and June 30, 2020, we had no investing activities.~~Activities

~~Cash~~For ~~Flows~~the year ended June 30, 2022, net cash provided by financing activities was $26,210 from ~~Financing~~advancement ~~Activities~~from the Director of the Company for paying off operating expenses on behalf of the Company.

For the year ended June 30, 2021, net cash provided by financing activities was $35,483 from proceeds from issuance of convertible notes of $26,159 and advancement from the Director of the Company for paying off operating expenses on behalf of the Company of $9,324.

~~For~~Our existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing our business and raising capital and there can be no assurance that our efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the ~~year~~resolution ~~ended~~of ~~June~~our ~~30,~~liquidity ~~2020~~problems. The financial statements do not include any adjustments that might result should we be unable to continue as a going concern. In order to improve our liquidity, ~~net~~management ~~cash~~is ~~provided~~actively bypursuing additional equity financing ~~activities~~through ~~was~~discussions ~~$32,205~~with ~~from~~investment ~~proceeds~~bankers ~~from~~and ~~issuance~~private ofinvestors. ~~convertible~~There ~~notes~~can be no assurance that we will be successful in our effort to secure additional equity financing.

9Liquidity ~~Tabble~~and ofCapital ~~Contents~~Resources

Our ~~existence~~cash isbalance ~~dependent~~at ~~upon~~June ~~management’s~~30, ~~ability~~2022 towas ~~develop~~$NIL, ~~profitable~~with ~~operations.~~$241,473 ~~Management~~in isoutstanding ~~devoting~~current ~~substantially~~liabilities, ~~all~~consisting of ~~its~~$18,027 ~~efforts~~in toaccounts ~~developing~~payable ~~our business~~ and ~~raising~~accrued ~~capital~~liabilities, ~~and~~$83,252 ~~there~~in ~~can~~accrued beinterest, no$104,660 ~~assurance~~in ~~that~~convertible ~~our~~notes ~~efforts~~and ~~will~~$35,534 ~~be successful. No assurance can be given that management’s actions will result~~ in ~~profitable~~amount ~~operations~~due orto ~~the~~related ~~resolution of our liquidity problems~~party. ~~The~~We ~~financial~~estimate ~~statements~~total doexpenditures ~~not~~over ~~include~~the ~~any~~next ~~adjustments~~12 ~~that~~months ~~might~~are ~~result~~expected ~~should~~to we be ~~unable~~approximately ~~to continue as a going concern. In order to improve our liquidity~~$50, ~~management is actively pursuing additional equity financing through discussions with investment bankers and private investors~~000. ~~There can be no assurance that we will be successful in our effort to secure additional equity financing.~~

~~Liquidity~~Contractual ~~and Capital Resources~~Obligations

~~Our~~As ~~cash~~a ~~balance~~“smaller atreporting ~~June 30~~company”, ~~2021~~we ~~was~~are ~~$NIL,~~not ~~with~~required ~~$173,010 in outstanding current liabilities, consisting of $12,277 in accounts payable and accrued liabilities, $46,749 in accrued interest, $104,660 in convertible notes and $9,324 in amount due~~ to ~~related~~provide ~~party.~~tabular Wedisclosure ~~estimate total expenditures over the next 12 months are expected to be approximately $50,000~~obligations.

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

AsWe ahave ~~“smaller~~no ~~reporting~~off-balance ~~company”,~~sheet wearrangements that have or are ~~not~~reasonably ~~required~~likely to ~~provide~~have ~~tabular~~a ~~disclosure~~current ~~obligations~~or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~Off-Balance~~8 ~~Sheet~~Table ~~Arrangements~~of Contents

WeCritical ~~have~~Accounting no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.Policies

~~Critical~~The ~~Accounting~~preparation ~~Policies~~of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

~~The~~Recent ~~preparation~~Accounting of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.Pronouncements

~~Recent~~Management ~~Accounting~~has ~~Pronouncements~~considered all recent accounting pronouncements issued. Our management believes that these recent pronouncements will not have a material effect on our company’s financial statements.

~~Management~~ITEM ~~has considered all recent accounting pronouncements issued~~7A. ~~Our~~QUANTITATIVE ~~management~~AND ~~believes~~QUALITATIVE ~~that~~DISCLOSURES ~~these~~ABOUT ~~recent~~MARKET ~~pronouncements will not have a material effect on our company’s financial statements.~~RISK

~~ITEM~~Not 7AApplicable. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not~~9 ~~Applicable.~~Table of Contents

10ITEM ~~Tabble~~8. ofFINANCIAL ~~Contents~~STATEMENTS AND SUPPLEMENTARY DATA

~~ITEM~~Report 8.of ~~FINANCIAL~~Independent ~~STATEMENTS~~Registered ~~AND~~Public ~~SUPPLEMENTARY~~Accounting ~~DATA~~Firm

~~Report~~To the shareholders and the board of ~~Independent~~directors ~~Registered~~of ~~Public~~Fritzy ~~Accounting~~Tech, ~~Firm~~Inc.

ToOpinion ~~the~~on ~~shareholders and~~ the ~~board~~Financial ~~of directors of Fritzy Tech, Inc.~~Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~consolidated balance sheets of Fritzy Tech, Inc. as of June 30, 2022 and 2021, the related statements of operations, stockholders' equity (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 June 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

WeSubstantial ~~have~~Doubt ~~audited~~about the ~~accompanying consolidated balance sheets of Fritzy Tech, Inc. as of June 30, 2021 and 2020, the related statements of operations, stockholders~~Company’s ~~equity~~Ability ~~(deficit), and cash flows for the years then ended, and the related notes (collectively referred~~ to asContinue ~~the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company~~ as ofa ~~June~~Going ~~30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.~~Concern

~~Substantial~~The ~~Doubt~~accompanying financial statements have been prepared assuming that the Company 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 significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’'s ~~Ability~~ability to ~~Continue~~continue as a ~~Going~~going ~~Concern~~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.

~~The~~Basis ~~accompanying~~for financial statements have been prepared assuming that the Company 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 significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s 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.Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~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 audit. 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.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audit in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audit to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audit~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company ais ~~public~~not ~~accounting~~required ~~firm~~to ~~registered~~have, ~~with~~nor ~~the~~were ~~Public~~we ~~Company~~engaged ~~Accounting~~to ~~Oversight~~perform, ~~Board~~an ~~(United~~audit ~~States)~~of ~~(“PCAOB”)~~its ~~and~~internal control over financial reporting. As part of our audits we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting ~~with~~but ~~the~~not ~~U.S.~~for ~~federal~~the ~~securities~~purpose ~~laws~~of ~~and~~expressing ~~the~~an ~~applicable~~opinion ~~rules~~on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the PCAOB~~reporting. Accordingly, we express no such opinion.

WeOur ~~conducted~~audit ~~our~~included ~~audit~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~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., ~~The~~and ~~Company~~performing isprocedures ~~not~~that ~~required~~respond to ~~have,~~those ~~nor~~risks. ~~were~~Such weprocedures ~~engaged~~included ~~to perform~~examining, anon ~~audit~~a oftest ~~its~~basis, ~~internal~~evidence ~~control~~regarding ~~over~~the ~~financial~~amounts ~~reporting.~~and Asdisclosures ~~part~~in ofthe ~~our~~financial ~~audits~~statements. weOur ~~are~~audit ~~required~~also toincluded ~~obtain~~evaluating anthe ~~understanding~~accounting ofprinciples ~~internal~~used ~~control~~and ~~over~~significant ~~financial~~estimates ~~reporting~~made ~~but~~by ~~not~~management, ~~for~~as ~~the~~well ~~purpose~~as ofevaluating ~~expressing~~the anoverall ~~opinion~~presentation onof the ~~effectiveness~~financial ofstatements. ~~the~~We ~~Company’s~~believe ~~internal~~that ~~control~~our ~~over~~audit ~~financial~~provides ~~reporting.~~a ~~Accordingly,~~reasonable webasis ~~express~~for noour ~~such~~ opinion.

~~Our~~/S/ ~~audit~~BF ~~included~~Borgers ~~performing~~CPA 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.PC

~~/S/~~ BF Borgers CPA PC

BFAuditor ID ~~Borgers CPA PC~~5041

We have served as the Company’'s auditor since 2017

Lakewood, CO

September 287, ~~2021~~2022

1110 ~~Tabble~~Table of Contents

Fritzy Tech Inc.

Consolidated Balance Sheets

	June 30, 2021			June 30, 2020
	June 30, 2022			June 30, 2021
ASSETS
Current Assets	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1218,~~277~~027		$	1812,~~071~~277
Accrued interest		4683,~~749~~252			1246,~~859~~749
Convertible notes		104,660			83104,~~801~~660
Due to related party		935,~~324~~534			-9,324
Total Liabilities		~~173~~241,~~010~~473			~~114~~173,~~731~~010
Stockholders’ Deficit
Preferred stock par value $0.000001: 8,000,000 shares authorized,
Preferred stock par value $0.000001: 8,000,000 shares authorized, none issued and outstanding		-			-
none issued and outstanding		-			-
Common stock par value $0.000001: 1,150,000 shares authorized, 346,826 shares issued and outstanding		-			-
Common stock par value $0.000001: 92,000,000 shares authorized,
Additional paid-in capital		25,189,783			25,189,783
27,746,000 shares and 96,000 shares issued and outstanding, respectively		28			-
Accumulated deficit		(25,541,161	)		(25,472,698	)
Additional paid-in capital		25,189,755			158,324
Stock payable		-			25,000,000
Accumulated deficit		(25,472,698	)		(25,382,960	)
Retained earnings from discontinued operations		109,905			109,905
Total Stockholders’ Deficit		(~~173~~241,~~010~~473	)		(~~114~~173,~~731~~010	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

See accompanying notes to the audited consolidated financial statements.

1211 ~~Tabble~~Table of Contents

Fritzy Tech Inc.

Consolidated Statements of Operations

	Year Ended
	June 30,
	2021			2020
	2022			2021
OPERATING EXPENSES
Professional fees	$	2931,~~689~~960		$	3629,~~684~~689
General and administrative		-			1,165
Total Operating Expenses		31,960			29,689
Stock based compensation		-			25,000,000
Total Operating Expenses		29,689			25,037,849
OTHER EXPENSES
Interest expense		(6036,~~049~~503	)		(9660,~~660~~049	)
		(60,049	)		(96,660	)
		(36,503	)		(60,049	)
NET LOSS	$	(8968,~~738~~463	)	$	(2589,~~134,509~~738	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.0020	)	$	(~~261~~0.8227	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		26346,~~223,671~~826			96327,~~000~~796

See accompanying notes to the audited consolidated financial statements.

1312 ~~Tabble~~Table of Contents

Fritzy Tech Inc.

Consolidated Statements of Stockholders’ Deficit

For the Year Ended June 30, ~~2021~~2022 and ~~2020~~2021

					Additional								~~DiscontinuedOperations~~Discontinued		Total
	Common Stock				Paid-in		Stock			Accumulated			~~Retained~~Operations		Stockholders’'
	Number of Shares		Amount		Capital		Payable			Deficit			Retained Earnings		Deficit
*Balance - June 30, 2019		96,000	$	-	$	74,523	$	-		$	(248,451	)	$	109,905	$	(64,023	)
*Balance - June 30, 2020		1,200	$	-	$	158,324	$	25,000,000		$	(25,382,960	)	$	109,905	$	(114,731	)
Stock based compensation		-312,500		-		-25,000,000		(25,000,000	)		-			-		~~25,000,000~~-
Beneficial conversion feature		-		-		83,801		-			-			-		83,801
Issuance of common stock for note conversion		33,126		-		5,300										5,300
Net loss		-		-		-		-			(25,134,509	)		-		(25,134,509	)
Balance - June 30, 2020		96,000	$	-	$	158,324	$	25,000,000		$	(25,382,960	)	$	109,905	$	(114,731	)
Stock based compensation		25,000,000		25		24,999,975		(25,000,000	)		-			-		-
Issuance of common stock for note conversion		2,650,000		3		5,297										5,300
Beneficial conversion feature		-		-		26,159		-			-			-		26,159
Net loss		-		-		-		-			(89,738	)		-		(89,738	)
Balance - June 30, 2021		27,746,000	$	28	$	25,189,755	$	-		$	(25,472,698	)	$	109,905	$	(173,010	)
*Balance - June 30, 2021		346,826	$	-	$	25,189,783	$	-		$	(25,472,698	)	$	109,905	$	(173,010	)
Net loss		-		-		-		-			(68,463	)		-		(68,463	)
Balance - June 30, 2022		346,826	$	-	$	25,189,783	$	-		$	(25,541,161	)	$	109,905	$	(241,473	)
* retrospectively reflect reverse stock split 80:1

*See ~~Retrospectively~~accompanying ~~reflecting~~notes ~~60:1~~to ~~reverse-stock~~the ~~split~~audited consolidated financial statements

~~See~~13 ~~accompanying~~Table ~~notes~~of ~~to the audited consolidated financial statemen~~Contents

14Fritzy ~~Tabble~~Tech ~~of Contents~~Inc.

~~Fritzy~~Consolidated ~~Tech~~Statements ~~Inc.~~of Cash Flows

~~Consolidated~~For ~~Statements~~the ofYear ~~Cash~~Ended ~~Flows~~June 30, 2022 and 2021

For the Year Ended June 30, 2021 and 2020

	Year Ended
	June 30,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(68,463	)	$	(89,738	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		-			26,159
Changes in operating liabilities:
Accounts payable and accrued liabilities		5,750			(5,794	)
Accrued interest		36,503			33,890
Net cash used in operating activities		(26,210	)		(35,483	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes		-			26,159
Advancement from a shareholder		26,210			9,324
Net cash provided by financing activities		26,210			35,483

Net changes in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Beneficial conversion feature	$	-		$	26,159
Conversion of convertible notes to common stock	$	-		$	5,300
Issuance of common stock for stock payable	$	-		$	25,000,000

	Year Ended
	June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(89,738	)	$	(25,134,509	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		26,159			83,801
Stock based compensation		-			25,000,000
Changes in operating liabilities:
Accounts payable and accrued liabilities		(5,794	)		18,503
Accrued interest		33,890			-
Net cash used in operating activities		(35,483	)		(32,205	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes		26,159			32,205
Advancement from a shareholder		9,324			-
Net cash provided by financing activities		35,483			32,205
Net changes in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Beneficial conversion feature	$	26,159		$	83,801
Conversion of convertible notes to common stock	$	5,300		$	-
Issuance of common stock for stock payable	$	25,000,000		$	-

See accompanying notes to the unaudited consolidated financial statements.

~~See~~14 ~~accompanying~~Table ~~notes~~of ~~to the audited consolidated financial statements.~~Contents

15Fritzy ~~Tabble~~Tech ~~of Contents~~Inc.

~~Fritzy~~Notes ~~Tech~~to ~~Inc.~~Consolidated Financial Statements

~~Notes~~June to30, ~~Audited Consolidated Financial Statements~~2022

~~June~~Note ~~30,~~1 ~~2021~~- Organization and Operations

~~Note~~Fritzy 1Tech -, ~~Organization~~Inc. ~~and~~(“First ~~Operations~~Priority” or the “Company”) was incorporated on March 31, 2014 under the laws of the State of Delaware.

On May 8, 2018, Fritzy Tech , Inc. ~~(“First~~entered ~~Priority”~~into oran ~~the~~Asset ~~“Company”)~~Purchase ~~was~~Agreement ~~incorporated~~with onSilverlight ~~March~~International 31Limited., ~~2014~~the ~~under~~Company owned by the ~~laws~~owner of Zshoppers, Inc., whereby Fritzy Tech , Inc. has agreed to acquire the ~~State~~net assets of ~~Delaware~~Zshoppers, Inc.

On ~~May~~October 81, 2018, Fritzy Tech , Inc. ~~entered~~disposed ~~into an Asset Purchase Agreement with Silverlight International Limited., the Company owned by the owner~~ of Zshoppers, Inc.~~, whereby Fritzy Tech , Inc. has agreed to acquire the net assets of Zshoppers, Inc.~~

On ~~October~~December 13, ~~2018~~2019, a majority of shareholders and board of directors approved a resolution to change the name of the Company to Fritzy Tech , Inc. ~~disposed~~(“Fritzy ofTech” ~~Zshoppers,~~or ~~Inc~~the “Company”).

OnWe ~~December~~are ~~3,2019,~~working aon ~~majority~~relaunching ofthe ~~shareholders~~Zshoppers.com ~~and~~brand ~~board~~under ofthe ~~directors~~direct ~~approved~~ownership aof ~~resolution~~Fritzy toTech ~~change~~Inc. ~~the~~We ~~name~~are ofalso in the ~~Company~~late-stage todevelopments ~~Fritzy~~of ~~Tech~~our ~~Inc.~~plan ~~(“Fritzy~~to ~~Tech”~~launch orand ~~the~~market ~~“Company”)~~homekout.com.

WeNote ~~are~~2 ~~working on relaunching the Zshoppers.com brand under the direct ownership of Fritzy Tech Inc. We are also in the late~~-~~stage~~ ~~developments~~Significant ofand ~~our~~Critical ~~plan~~Accounting toPolicies ~~launch~~ and ~~market homekout.com.~~Practices

~~Note~~The 2Management -of ~~Significant~~the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical ~~Accounting~~accounting ~~Policies~~policies and ~~Practices~~practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

~~The~~Basis ~~Management~~ of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.Presentation

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

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

~~Basis~~These condensed consolidated financial statements include the accounts of ~~Consolidation~~the Company and the acquired assets of Zshoppers, Inc. All material intercompany balances and transactions have been eliminated.

~~These~~Fiscal ~~condensed~~Year ~~consolidated financial statements include the accounts of the Company and the acquired assets of Zshoppers, Inc. All material intercompany balances and transactions have been eliminated.~~End

~~Fiscal~~The ~~Year~~Company ~~End~~elected June 30th as its fiscal year end date upon its formation.

~~The~~Use ~~Company~~of ~~elected June 30th as its fiscal year end date upon its formation.~~Estimates

~~Use~~The preparation of ~~Estimates~~financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~15 ~~preparation~~Table of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.Contents

16Fair ~~Tabble~~Value of ~~Contents~~Financial Instruments

ASC 820 “Fair Value ofMeasurements ~~Financial~~and ~~Instruments~~Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

~~ASC~~These ~~820~~tiers “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.include:

~~These~~Level ~~tiers include~~1: defined as observable inputs such as quoted prices in active markets;

Level 12: defined as ~~observable~~ inputs ~~such~~other asthan quoted prices in active markets that are either directly or indirectly observable; and

Level 23: defined as unobservable inputs ~~other~~in ~~than~~which ~~quoted~~little ~~prices~~or inno ~~active~~market ~~markets~~data ~~that~~exists, ~~are~~therefore ~~either~~requiring ~~directly~~an orentity ~~indirectly~~to ~~observable;~~develop ~~and~~its own assumptions.

~~Level~~The 3:carrying ~~defined~~value asof ~~unobservable~~accounts ~~inputs~~payable inand ~~which~~accrued ~~little~~liabilities, oraccrued ~~no market data exists~~interest, ~~therefore~~convertible ~~requiring~~notes anand ~~entity~~due to ~~develop~~related party approximates its ~~own~~fair ~~assumptions~~value due to their short-term maturity.

~~The~~Earnings ~~carrying~~per ~~value of accounts payable and accrued liabilities, accrued interest, convertible notes and due to related party approximates its fair value due to their short-term maturity.~~Share

Earnings per ~~Share~~share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

~~Earnings~~Pursuant ~~per~~to ~~share~~ASC (“Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS”) ~~are~~shall be based on the ~~amount~~most ofadvantageous ~~earnings~~conversion ~~attributable~~rate toor ~~each~~exercise ~~share~~price from the standpoint of ~~common~~the ~~stock~~security holder. ~~For~~The ~~convenience,~~dilutive ~~the~~effect ~~term~~of isoutstanding ~~used~~call tooptions ~~refer~~and towarrants ~~either~~(and ~~earnings~~their orequivalents) ~~loss~~issued ~~per~~by ~~share.~~the ~~EPS~~reporting isentity ~~computed~~shall ~~pursuant~~be toreflected ~~section~~in ~~260-10-45~~diluted EPS by application of the ~~FASB~~treasury ~~Accounting~~stock ~~Standards~~method ~~Codification.~~unless ~~Pursuant~~the toprovisions ~~ASC~~of ~~Paragraphs~~paragraphs 260-10-45-1035 through 45-36 and 260-10-4555-168 ~~Basic~~through ~~EPS~~55-11 ~~shall~~require that another method be ~~computed~~applied. byEquivalents ~~dividing~~of ~~income~~options ~~available~~and towarrants ~~common~~include ~~stockholders~~non-vested ~~(the~~stock ~~numerator)~~granted byto ~~the~~employees, ~~weighted-average~~stock ~~number~~purchase ofcontracts, ~~common~~and ~~shares~~partially ~~outstanding~~paid stock subscriptions (~~the~~see ~~denominator~~paragraph 260–10–55–23). ~~during~~Anti-dilutive ~~the~~contracts, ~~period.~~such ~~Income~~as ~~available~~purchased toput ~~common~~options ~~stockholders~~and purchased call options, shall be ~~computed~~excluded byfrom ~~deducting~~diluted ~~both~~EPS. Under the ~~dividends~~treasury ~~declared~~stock inmethod: ~~the~~a. ~~period~~Exercise onof ~~preferred~~options ~~stock~~and ~~(whether~~warrants orshall ~~not~~be ~~paid)~~assumed ~~and~~at the ~~dividends~~beginning ~~accumulated~~of ~~for~~ the period ~~on cumulative preferred stock~~ (~~whether~~ or ~~not~~at ~~earned)~~time ~~from~~of ~~income~~issuance, ~~from continuing operations (~~if ~~that~~later) ~~amount~~and ~~appears~~common inshares ~~the~~shall ~~income~~be ~~statement)~~assumed ~~and~~to ~~also~~be ~~from~~issued. ~~net income~~b. The ~~computation~~proceeds offrom ~~diluted~~exercise ~~EPS~~shall isbe ~~similar~~assumed to ~~the~~be ~~computation~~used ofto ~~basic~~purchase ~~EPS~~common ~~except~~stock ~~that~~at the ~~denominator~~average ismarket ~~increased~~price toduring ~~include~~ the ~~number~~period. of(See ~~additional~~paragraphs ~~common~~260-10-45-29 ~~shares~~and ~~that~~260-10-55-4 ~~would~~through ~~have~~55-5.) ~~been~~c. ~~outstanding~~The ifincremental ~~the dilutive potential common~~ shares ~~had~~(the ~~been~~difference ~~issued~~between ~~during~~ the ~~period~~number toof ~~reflect~~shares ~~the~~assumed ~~potential~~issued ~~dilution~~and ~~that~~the ~~could~~number ~~occur~~of ~~from~~shares ~~common~~assumed ~~shares~~purchased) ~~issuable~~shall ~~through~~be ~~contingent~~included ~~shares~~in ~~issuance~~the ~~arrangement,~~denominator ~~stock~~of ~~options~~the ordiluted ~~warrants~~EPS computation.

~~Pursuant~~For ~~to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on~~ the ~~most~~year ~~advantageous~~ended ~~conversion~~June rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees30, ~~stock~~2022 ~~purchase contracts,~~ and ~~partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts~~2021, ~~such as purchased put options and purchased call options~~respectively, ~~shall be excluded from diluted EPS. Under~~ the ~~treasury~~following ~~stock~~convertible ~~method:~~notes a.were ~~Exercise~~excluded ~~of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds~~ from ~~exercise shall be assumed to be used to purchase common stock at~~ the ~~average~~computation ~~market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number~~ of ~~shares~~diluted ~~assumed~~net ~~issued~~loss ~~and~~per ~~the number of~~ shares ~~assumed~~as ~~purchased) shall be included in~~ the ~~denominator~~result of the ~~diluted~~computation ~~EPS~~was ~~computation.~~anti-dilutive:

For the year ended June 30, 2021 and 2020, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	June 30,		June 30,
	2022			2021
	(Shares)			(Shares)
Convertible notes payable		52,329,940			39,250,640

	June 30,		June 30,
	2021		2020
	(Shares)		(Shares)
Convertible notes payable		52,329,940		41,900,640

Table of Contents

17Income ~~Tabble of Contents~~Taxes

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~The Company accounts for income taxes pursuant to FASB~~ ASC 740 ~~“Income~~also ~~Taxes”.~~provides ~~Pursuant~~criteria ~~to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized~~ for ~~deductible~~the ~~temporary~~recognition, ~~differences~~measurement, presentation and ~~operating~~disclosure ~~loss~~of ~~carryforwards~~uncertain ~~and deferred~~ tax ~~liabilities are recognized for taxable temporary differences~~positions. ~~Temporary~~Under ~~differences~~ASC ~~are~~740, the ~~differences~~impact ~~between the reported amounts~~ of ~~assets~~an ~~and~~uncertain ~~liabilities~~tax ~~and~~position ~~their~~on ~~tax~~the ~~bases.~~income ~~Deferred~~ tax ~~assets~~return ~~are~~may ~~reduced~~only bybe arecognized ~~valuation~~at ~~allowance when, in~~ the ~~opinion~~largest ofamount ~~management,~~that it is more -likely -than -not ~~that~~to ~~some~~be ~~portion~~sustained orupon ~~all~~audit ofby the ~~deferred~~relevant ~~tax~~taxing ~~assets will not be realized~~authority. ~~The~~At ~~provision~~June ~~for income taxes represents the tax expense for the period~~30, ~~if any~~2022, ~~and~~there ~~the~~were ~~change~~no ~~during~~unrecognized ~~the period in deferred~~ tax ~~assets and liabilities~~benefits. ~~Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.~~

~~ASC~~Recently ~~740~~Issued ~~also~~Accounting provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At June 30, 2021, there were no unrecognized tax benefits.Pronouncements

~~Recently~~In ~~Issued~~August ~~Accounting~~2020, ~~Pronouncements~~the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on July 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Note 3 – Going Concern

The accompanying audited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financials at June 30, ~~2021~~2022 and June 30, ~~2020~~2021, the Company had an accumulated deficit of $25,~~472~~541,~~698~~161 and $25,~~382~~472,~~960~~698 of continuing operations, respectively, and retained earnings of $109,905 and $109,905 from discontinued operations, as of June 30, ~~2021~~2022 and June 30, ~~2020~~2021, respectively. The Company has a working capital deficit (total current liabilities exceeded total current assets) of $~~173~~241,~~010~~473 and $~~114~~173,~~731~~010, at June 30, ~~2021~~2022 and June 30, ~~2020~~2021, respectively. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the filing date of this report. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In17 ~~order~~Table toof improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.Contents

~~Note~~In 4order –to ~~Equity~~improve ~~Transactions~~the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.

~~Preferred~~Note ~~Stock~~4 – Equity Transactions

~~The~~Preferred ~~Company has authorized 8,000,000 preferred shares with a par value of $0.000001 per share. No shares of preferred stock have been issued.~~Stock

~~Common~~The ~~Stock~~Company has authorized 8,000,000 preferred shares with a par value of $0.000001 per share. No shares of preferred stock have been issued.

~~The~~Common ~~Company has authorized 92,000,000 common shares with a par value of $0.000001 per share, and 5,760,000 shares of common stock issued and outstanding.~~Stock

18Year ~~Tabble~~Ended ofJune ~~Contents~~30, 2021

~~Year~~On ~~Ended~~July ~~June~~20, 302020, ~~2021~~the Company issued 312,500 shares of restricted common stock valued at $25,000,000 based on stock trading price at $80 per share to the Company’s Chief Executive Officer as compensation for year 2019.

On July 2021, 2020, the Company issued 25 33,~~000,000~~ 125 shares of ~~restricted~~ common stock ~~valued~~for atthe ~~$25,000,000~~repayment ~~based~~of onconvertible ~~stock~~notes ~~trading price~~ at ~~$1.00~~aggregate ~~per~~principal ~~share~~amount toof ~~the Company’s Chief Executive Officer as compensation for year 2019~~$5,300.

OnYear ~~July~~Ended ~~21,~~June ~~2020~~30, ~~the Company issued 2,650,000 shares of common stock for the repayment of convertible notes at aggregate principal amount of $5,300.~~2022

~~Year~~On ~~Ended~~April ~~June~~14, 302022 a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a eighty (80) old for one (1) new basis. Our issued and outstanding shares were reduced from 27,746,013 ~~2020~~shares of common stock, par value $0.000001 to 346,826 shares of common stock, par value $0.000001.

On December 3, 2019, a majority of the Company’s shareholders and board of directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock on a one (1) new for 60 old basis. The reverse stock split was ~~approved~~reviewed by the Financial Industry Regulatory Authority ( FINRA ) ~~with an effective date of December 23, 2019. As a result of the reverse split, the Company’s issued~~ and ~~outstanding~~was ~~common~~approved ~~stock~~for ~~decreased~~filing ~~from 5,760,000 shares to 96,000 shares, all~~ with aan ~~par~~effective ~~value~~date of ~~$0.000001.~~June ~~The~~16, ~~Company’s authorized shares remain unchanged~~2022.

As of June 30, ~~2021~~2022, ~~and~~the ~~June~~Company ~~30,~~has ~~2020~~authorized 1,150,000 ~~the~~common ~~issued~~shares ~~and~~with ~~outstanding~~a ~~common~~par ~~stock~~value ~~was~~of ~~27,746,000~~$0.000001 ~~shares~~per share and 96346,~~000~~826 shares, ~~respectively~~of common stock issued and outstanding.

Note 5 – Related Party Transactions

On ~~December~~July 3020, ~~2019~~2020, the Company issued ~~convertible~~25,000,000 ~~notes~~shares toof ~~two~~restricted ~~un-affiliated~~common ~~parties~~stock ~~for~~valued anat ~~aggregate amount of~~ $6825,~~772~~000,000 tobased ~~replace~~on ~~the~~stock ~~full~~trading ~~amount~~price ofat ~~related~~$1.00 ~~party~~per ~~advances~~share ~~that~~to ~~had~~the ~~been~~Company’s ~~provided~~Chief toExecutive ~~the~~Officer ~~Company~~as ~~through~~compensation ~~December~~for ~~31,~~year 2019.

OnDuring ~~July~~the 20year ended June 30, ~~2020~~2022 and 2021, the Director of the Company ~~issued~~advanced 25$26,~~000~~210 and $9,~~000~~324 ~~shares~~for payment of ~~restricted~~operating ~~common~~expense, ~~stock~~respectively. ~~valued~~The atloan ~~$25,000,000~~is ~~based~~non-interest bearing and due on ~~stock~~demand. ~~trading~~As ~~price~~of atJune ~~$1.00~~30, ~~per~~2022 ~~share~~and toJune ~~the~~30, ~~Company’s~~2021, ~~Chief~~due ~~Executive~~to ~~Officer~~related asparty ~~compensation~~was ~~for~~$35,534 ~~year~~and ~~2019~~$9,324, respectively.

~~During~~Note ~~the~~6 ~~year~~– ~~ended~~Convertible June 30, 2021, the Director of the Company advanced $9,324 for payment of operating expense. The loan is non-interest bearing and due on demand. As of June 30, 2021 and June 30, 2020, due to related party was $9,324 and $0, respectively.Notes

Note 6 – Convertible Notes

	June 30,			June 30,
	2022			2021
Convertible Notes - December 2019	$	63,472		$	63,472
Convertible Note - March 2020		6,219			6,219
Convertible Note - June 2020		8,810			8,810
Convertible Note - September 2020		20,754			20,754
Convertible Note - December 2020		5,405			5,405
		104,660			104,660
Less current portion of convertible notes payable		(104,660	)		(104,660	)
Long-term convertible notes payable	$	-		$	-

	June 30,			June 30,
	2021			2020
Convertible Notes - December 2019	$	63,472		$	68,772
Convertible Note - March 2020		6,219			6,219
Convertible Note - June 2020		8,810			8,810
Convertible Note - September 2020		20,754			-
Convertible Note - December 2020		5,405			-
		104,660			83,801
Less current portion of convertible notes payable		(104,660	)		(83,801	)
Long-term convertible notes payable	$	-		$	-

Table of Contents

On December 30, 2019, the Company issued convertible notes to two un-affiliated parties for an aggregate amount of $68,772 to replace the full amount of related party advances that had been provided to the Company through December 31, 2019. The convertible notes are due on demand, bear interest at 35% per annum and are convertible at $0.002 per share for the Company common stock.

On March 31, 2020, the Company issued a convertible note to an un-affiliated party of $6,219 for payment of operation expenses. The convertible note is due on demand, bear interest at 35% per annum and is convertible at $0.002 per share for the Company common stock.

19On ~~Tabble~~June 30, 2020, the Company issued a convertible note to an un-affiliated party of ~~Contents~~$8,810 for payment of operation expenses. The convertible note is due on demand, bear interest at 35% per annum and is convertible at $0.002 per share for the Company common stock.

On ~~June~~September 30, 2020, the Company issued a convertible note to an un-affiliated party of $820,~~810~~754 for payment of operation expenses. The convertible note is due on demand, bear interest at 35% per annum and is convertible at $0.002 per share for the Company common stock.

On ~~September~~December 3031, 2020, the Company issued a convertible note to an un-affiliated party of $205,~~754~~405 for payment of operation expenses. The convertible note is due on demand, bear interest at 35% per annum and is convertible at $0.002 per share for the Company common stock.

OnDuring ~~December 31, 2020,~~ the ~~Company~~year ~~issued~~ended aJune ~~convertible~~30, ~~note~~2022 toand ~~an un-affiliated party of $5~~2021,~~405~~ ~~for~~the ~~payment~~amortization ofon ~~operation expenses. The convertible~~ note isdiscount ~~due~~from onbeneficial ~~demand,~~conversion ~~bear~~feature ~~interest~~of atthe ~~35% per annum and is~~ convertible atnotes was $0~~.002~~ ~~per~~and ~~share~~$26,159, ~~for the Company common stock~~respectively.

During the year ended June 30, ~~2021~~2022 and ~~2020~~2021, the ~~amortization~~Company onincurred note ~~discount~~interest ~~from~~expense ~~beneficial conversion feature~~ of ~~the convertible notes was $26~~36,~~159~~503 and $8333,~~801~~890, respectively.

~~During~~As ~~the~~of ~~year ended~~ June 30, ~~2021~~2022 and ~~2020~~June 30, 2021, the ~~Company~~convertible ~~incurred~~ note interest ~~expense~~payable ofwas 33$83,~~890~~252 and $1246,~~859~~749, respectively.

AsNote of7 ~~June~~– ~~30,~~Income ~~2021 and June 30, 2020, the convertible note interest payable was $46,749 and $12,859, respectively.~~Tax

~~Note~~The 7Company –provides for income taxes under ASC 740, “Income ~~Tax~~Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The ~~Company~~components ~~provides~~of ~~for income taxes under ASC 740, “Income Taxes.” Under~~ the ~~asset~~Company’s ~~and liability method of ASC 740,~~ deferred tax ~~assets~~asset and ~~liabilities~~reconciliation ~~are~~of ~~recorded~~income ~~based~~taxes oncomputed ~~the~~at ~~differences between~~ the ~~financial~~new ~~statement~~statutory ~~and~~rate ~~tax basis~~ of 21% ~~assets~~to ~~and liabilities and~~ the ~~tax~~income ~~rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred~~ tax ~~assets~~amount ifrecorded itas isof ~~more~~June ~~likely~~30, ~~than~~2022 ~~not~~and ~~that~~June ~~the~~30, ~~Company~~2021 ~~will~~are ~~not~~as ~~realize tax assets through future operations.~~follows:

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of June 30, 2021 and June 30, 2020 are as follows:

	June 30,			June 30,
	2022			2021
Net operating loss carryforward	$	(431,256	)	$	(362,793	)
Effective tax rate		21	%		21	%
Deferred tax asset		(90,564	)		(76,187	)
Less: Valuation allowance		90,564			76,187
Net deferred asset	$	-		$	-

	June 30,			June 30,
	2021			2020
Net operating loss carryforward	$	(362,793	)	$	(273,055	)
Effective tax rate		21	%		21	%
Deferred tax asset		(76,187	)		(57,342	)
Less: Valuation allowance		76,187			57,342
Net deferred asset	$	-		$	-

Table of Contents

As of June 30, ~~2021~~2022, the Company had approximately $~~362~~431,~~793~~ 000 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2034 and 2038. NOLs generated in tax years prior to June 30, 2018, can be carryforward for twenty years, whereas NOLs generated after June 30, 2018 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code. The usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2014 through ~~2021~~2022 are subject to review by the tax authorities.

Note 8 – Risks and Uncertainties

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, ~~2021~~2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these financial statements. These estimates may change, as new events occur and additional information is obtained.

Note 9 – Subsequent Events

InSubsequent ~~accordance with ASC 855-10, the Company has analyzed its operations subsequent~~ to ~~the~~ June 30, ~~2021~~2022 toand through the date that these ~~financial~~financials ~~statements~~ were issued, ~~and~~the ~~has~~Company ~~determined~~had ~~that~~the itfollowing ~~does not have other material~~ subsequent ~~events to disclose in these financial statements.~~event:

20On ~~Tabble~~August 15, 2022, the Company issued 15,000,000 shares of ~~Contents~~restricted common stock valued at $15,300,000 based on stock trading price at $1.02 per share to the Company’s Chief Executive Officer as compensation for year 2021.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our President and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Financial Officer have concluded that the disclosure controls and procedures as of June 30, ~~2021~~2022 were not effective, due to the material weaknesses discussed below, to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Our internal control over financial reporting includes those policies and procedures that:

·20 ~~pertain~~Table ~~to the maintenance~~ of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.Contents

~~Because~~· ofpertain ~~its~~to ~~inherent~~the ~~limitations,~~maintenance ~~internal~~of ~~control~~records ~~over~~that, ~~financial~~in ~~reporting~~reasonable ~~may~~detail, ~~not~~accurately ~~prevent~~and orfairly ~~detect~~reflect ~~misstatements.~~the ~~Projections~~transactions ofand ~~any~~dispositions ~~evaluation~~ of ~~effectiveness~~our toassets; ~~future~~· ~~periods~~provide ~~are~~reasonable ~~subject~~assurance tothat ~~the~~transactions ~~risk~~are ~~that~~recorded ~~controls~~as ~~may~~necessary ~~become~~to ~~inadequate~~permit ~~because~~preparation of ~~changes~~our infinancial ~~conditions,~~statements orin ~~that~~accordance ~~the degree of compliance~~ with ~~the~~generally ~~policies~~accepted oraccounting ~~procedures~~principles ~~may~~in ~~deteriorate.~~the ~~All~~United ~~internal control systems~~States, noand ~~matter~~that ~~how~~our ~~well~~receipts ~~designed,~~and ~~have~~expenditures ~~inherent~~are ~~limitations.~~being ~~Therefore,~~made ~~even those systems determined to be effective can provide~~ only ~~reasonable~~in ~~assurance~~accordance with ~~respect~~authorizations toof ~~financial~~our ~~statement~~management ~~preparation~~ and ~~presentation.~~directors; ~~Because~~and of· ~~the~~provide ~~inherent~~reasonable ~~limitations~~assurance ofregarding ~~internal~~prevention ~~control, there is a risk that material misstatements may not be prevented~~ or ~~detected on a~~ timely ~~basis~~detection byof ~~internal~~unauthorized ~~control over financial reporting. However~~acquisition, ~~these~~use ~~inherent~~or ~~limitations~~disposition ~~are known features~~ of ~~the~~our ~~financial~~assets ~~reporting~~that ~~process.~~could ~~Therefore,~~have ita ismaterial ~~possible~~effect toon ~~design into~~ the ~~process~~financial ~~safeguards to reduce, though not eliminate, this risk~~statements.

21Because ~~Tabble~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of ~~Contents~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our management assessed the effectiveness of our system of internal control over financial reporting as of June 30, ~~2020~~2022. In making this assessment, our management used the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO). Based on our assessment and the criteria set forth by COSO, our management believes that we did not maintain effective internal control over financial reporting as of June 30, 2021 due to the material weaknesses discussed below.

The aforementioned evaluation identified material weaknesses that relate to the fact that that our overall financial reporting structure, internal accounting information systems and current staffing levels are not sufficient to support our financial reporting requirements. To address the weaknesses, we performed additional analyses and other post-closing procedures to ensure that our consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, our management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

As noted above, the issues that resulted from these weaknesses were properly addressed before the completion of our consolidated financial statements. In addition, our management is working to identify and implement corrective actions where required to improve our internal controls, including the enhancement of our systems and procedures to assure that the weaknesses noted above are corrected. We are working to remedy our deficiency.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our 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 our management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.

2221 ~~Tabble~~Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a) – (b) Identification of Directors and Executive Officers.

The Company: The following individuals are current members of our Board of Directors and executive officers; all of the members of the Board are appointed until their respective successor is elected or until their resignation.

Name		Age		Positions Held		Date of Appointment
Hooi Cheen Voon		5051		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director		December 1, 2017

Our company currently does not have any significant employees.

(d) Family relationships.

None.

(e) Business experience.

Hooi Chee Voon, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

23Hooi ~~Tabble~~Chee Voon graduated from Universiti Putra Malaysia in 1991 with a Bachelor of ~~Contents~~Accountancy and completed his Masters in Finance from Universiti Kebangsaan Malaysia in 1996. Since 1991 he has worked in various financial roles including as a financial analyst for PL Ong & CO, and was a finance manager at Dover Elevators Sdn Bhd until 2002. He subsequently moved to Podirect Trading Sdn Bhd as the Assistant Head Financial officer before taking up his last role as the Assistant Director of Finance at Smart Delux Enterprise in 2010.

~~Hooi~~Our ~~Chee~~company ~~Voon~~believes ~~graduated~~that ~~from~~Mr. ~~Universiti~~Voon’s ~~Putra~~professional ~~Malaysia~~background inexperience ~~1991~~gives ~~with~~him athe ~~Bachelor~~qualifications ~~of Accountancy~~ and ~~completed~~skills ~~his~~necessary ~~Masters~~to inserve ~~Finance from Universiti Kebangsaan Malaysia in 1996. Since 1991 he has worked in various financial roles including~~ as a ~~financial~~director ~~analyst for PL Ong & CO,~~ and ~~was a finance manager at Dover Elevators Sdn Bhd until 2002. He subsequently moved to Podirect Trading Sdn Bhd as the Assistant Head Financial~~ officer ~~before taking up his last role as the Assistant Director~~ of ~~Finance~~our ~~at Smart Delux Enterprise in 2010~~company.

~~Our~~Term ~~company believes that Mr. Voon’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer~~ of ~~our company.~~Office

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

~~Our~~All ~~directors~~officers ~~are~~and ~~appointed~~directors ~~for~~listed aabove ~~one-year~~will ~~term~~remain toin ~~hold~~ office until the next annual ~~general~~ meeting of our stockholders, orand until ~~removed~~their ~~from~~successors ~~office~~have inbeen ~~accordance~~duly elected and qualified. There are no agreements with ~~our~~respect ~~bylaws~~to the election of Directors. ~~Our~~We ~~officers~~have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our ~~board~~Board of ~~directors~~Directors and ~~hold~~each ~~office~~Executive ~~until~~Officer ~~removed~~serves byat the ~~board~~discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

~~All~~Employment officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.Agreements

~~Employment~~We ~~Agreements~~have no formal employment agreements with any of our directors or officers.

We(f) ~~have~~Involvement noin ~~formal~~certain ~~employment~~legal ~~agreements with any of our directors or officers~~proceedings.

~~(f)~~To ~~Involvement~~the inbest ~~certain~~of ~~legal~~our ~~proceedings.~~knowledge, none of our directors or executive officers has, during the past ten years:

To22 ~~the~~Table ~~best~~ of ~~our knowledge, none of our directors or executive officers has, during the past ten years:~~Contents

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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

5.	been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.	been 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. 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.

24Section ~~Tabble~~16(a) ofBeneficial ~~Contents~~Ownership Reporting Compliance

Our common stock is not registered pursuant to Section 1612 of the Securities Exchange Act of 1934, as amended (athe “Exchange Act”). ~~Beneficial~~Accordingly, ~~Ownership~~our ~~Reporting~~executive ~~Compliance~~officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

~~Our~~We ~~common~~have ~~stock is~~ not ~~registered~~adopted ~~pursuant~~a toCode ~~Section 12~~ of ~~the~~Business ~~Securities~~Conduct ~~Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers~~ and ~~directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act~~Ethics.

WeBoard ~~have not adopted a Code of Business Conduct~~ and ~~Ethics.~~Committee Meetings

~~Board~~Our board of directors held no formal meetings during the year ended June 30, 2022. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and ~~Committee~~filed ~~Meetings~~with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware General Corporation Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

~~Our~~Nomination board of directors held no formal meetings during the year ended June 30, 2021. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware General Corporation Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.Process

~~Nomination~~As ~~Process~~of June 30, 2022, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

As23 ofTable ~~June 30, 2021, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board~~ of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.Contents

Audit Committee

We do not have an Audit Committee. The Company’s board of directors performs some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors’ independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

Audit Committee Financial Expert

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

(a) our principal executive officer; (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, ~~2021~~2022 and ~~2020~~2021; and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, ~~2021~~2022 and ~~2020~~2021, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

25 Tabble of Contents

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensa-tion

($)

Change in Pension

Value and Nonqualified Deferred Compensa-tion Earnings($)

All

Other Compensa-tion($)

Total

($)

Hooi Chee Voon

2022

Nil

President, CEO, CFO, Secretary and Director

2021

Nil

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensa-tion ($)

Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings($)

All Other Compensa-tion($)

Total ($)

Hooi Chee Voon

2020

Nil

President, CEO, CFO, Secretary and Director

2020

Nil

25,000,000

Except as disclosed, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

~~__________~~(1) Hooi Chee Voon was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director on December 1, 2017.

~~(1)~~24 ~~Hooi~~Table ~~Chee~~of ~~Voon was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director on December 1, 2017.~~Contents

Grants of Plan-Based Awards

During the fiscal year ended June 30, ~~2021~~2022, we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended June 30, ~~2021~~2022, there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

26ITEM ~~Tabble~~12. ofSECURITY ~~Contents~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~ITEM~~The 12following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 23, 2021by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. ~~SECURITY~~Unless ~~OWNERSHIP~~otherwise OFindicated, ~~CERTAIN~~the ~~BENEFICIAL~~stockholder ~~OWNERS~~listed ~~AND~~possesses ~~MANAGEMENT~~sole ~~AND~~voting ~~RELATED~~and ~~STOCKHOLDER~~investment ~~MATTERS~~power with respect to the shares shown.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 23, 2021by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class⁽¹⁾
Hoi Chee Voon⁽²⁾ New Horizon Building, Ground Floor 3 ½ Miles Philip S.W. Goldson Highway Belize City, Belize		15,312,500		99.78	%
Silverlight International Ltd. ⁽³⁾ New Horizon Building, Ground Floor 3 ½ Miles Philip S.W. Goldson Highway Belize City, Belize		838		0.01	%
*Directors and Executive Officers as a Group*		15,346,826		99.79	%

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class(1)
Hoi Chee Voon(2) New Horizon Building, Ground Floor3 ½ Miles Philip S.W. Goldson HighwayBelize City, Belize		25,000,000		90.10	%
Silverlight International Ltd. (3)New Horizon Building, Ground Floor 3 ½ Miles Philip S.W. Goldson HighwayBelize City, Belize		67,001		0.24	%
Directors and Executive Officers as a Group		25,067,001		90.34	%

_______________

(1)

A beneficial owner of a security includes any person who, directly or indirectly, through 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; and (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 power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has 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 (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 24, 2022. As of August 24, 2022, there were 15,346,826 shares of our common stock issued and outstanding.

(2)

On August 15, 2022, the Company issued 15,000,000 shares of restricted common stock valued at $15,300,000 based on stock trading price at $1.02 per share to the Company’s Chief Executive Officer as compensation for year 2021.

(3)

The shares attributed to Hooi Chee Voon, as a director and officer of our company, are owned by Silverlight, an entity that is controlled by Hooi Chee Voon. Hooi Chee Voon is our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and director.

(1)	A beneficial owner of a security includes any person who, directly or indirectly, through 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; and (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 power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has 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 (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 23, 2021. As of September 23, 2021, there were 27,746,000 shares of our common stock issued and outstanding.
(2)	On July 20 2020, the Company issued 25,000,000 shares of restricted common stock valued at $25,000,000 based on stock trading price at $1.00 per share to the Company’s Chief Executive Officer as compensation for year 2019.
(3)	The shares attributed to Hooi Chee Voon, as a director and officer of our company, are owned by Silverlight, an entity that is controlled by Hooi Chee Voon. Hooi Chee Voon is our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and director.

Table of Contents

Other than as described below, our company has not engaged in any transactions with any of its related persons.

27ITEM ~~Tabble~~14. ofPRINCIPAL ~~Contents~~ACCOUNTING FEES AND SERVICES

~~ITEM~~The ~~14.~~aggregate ~~PRINCIPAL~~fees ~~ACCOUNTING~~billed ~~FEES~~for ~~AND~~the ~~SERVICES~~most recently completed fiscal year ended June 30, 2022 and for fiscal year ended June 30, 2021 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

The aggregate fees billed for the most recently completed fiscal year ended June 30, 2021 and for fiscal year ended June 30, 2020 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Fee Category	Year Ended June 30, 2021		Year Ended June 30, 2021

Audit Fees	$	21,960	$	18,960
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	21,960	$	18,960

Fee Category	YearEnded June 30, 2021		Year Ended June 30, 2020
Audit Fees	$	18,960	$	23,390
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	18,960	$	23,390

Audit committee policies & procedures

~~Audit~~We do not currently have a standing audit committee. ~~policies~~The &above ~~procedures~~services were approved by our Board of Directors.

We26 doTable ~~not currently have a standing audit committee. The above services were approved by our Board~~ of ~~Directors.~~Contents

28PART ~~Tabble of Contents~~IV

~~PART~~ITEM IV15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~ITEM~~(a) ~~15.~~Financial ~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~Statements

(a) Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document.

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

	(1)	Financial statements for our company are listed in the index under Item 8 of this document.
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

(b) Exhibits

Exhibit Number		Description
(3)
3.1		Certificate of Incorporation(1)
3.2		By-laws(1)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1**		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit Number		Description
(3)
3.1		Certificate of Incorporation(1)
3.2		By-laws(1)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1**		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

_________

(1)	Incorporated by reference to the exhibits included with Registration Statement on Form S-11 (No. 333-199336), declared effective by the U.S. Securities and Exchange Commission on February 5, 2015.
*	Filed herewith.
**	Furnished herewith

(1)	Incorporated by reference to the exhibits included with Registration Statement on Form S-11 (No. 333-199336), declared effective by the U.S. Securities and Exchange Commission on February 5, 2015.
*	Filed herewith.
**	Furnished herewith

ITEM 16. FORM 10-K SUMMARY

~~ITEM 16~~None. ~~FORM 10-K SUMMARY~~

~~None.~~27 Table of Contents

~~29 Tabble of Contents~~SIGNATURES

~~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, thereto duly authorized.

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, thereto duly authorized.

	FRITZY TECH INC.

Dated: September 8, 2022	By:	/s/ Hooi Chee Voon
		Hooi Chee Voon
		President, Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

	FRITZY TECH INC.
Dated: September 28, 2021	By:	/s/ Hooi Chee Voon
		Hooi Chee Voon
		President, Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: September 8, 2022		/s/ Hooi Chee Voon
		Hooi Chee Voon
		President, Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: September 28, 2021		/s/ Hooi Chee Voon
		Hooi Chee Voon
		President, Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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