UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~APRIL 30,~~ January 31, 2022

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

Commission File Number 000-52879

MOTOS AMERICA INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Nevada	~~39-2060052~~	39-2060052
(State or Other Jurisdiction	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
of Incorporation or Organization)	Identification No.)
3131 W 2210 S, Suite C Salt Lake City, Utah		84119
(Address of Principal Executive Offices)		(Zip Code)

~~510~~Registrant's ~~South~~telephone ~~200 West~~number, ~~Suite~~ ~~110~~including area code: (385) 386-6700

Salt Lake City, Utah 84101 +1 801 386 6700

(Address of Principal Executive Offices and Issuer’s Telephone Number, including Area Code)

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

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 12or 15(gd) of the Securities Exchange Act: of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

~~Common~~Indicate ~~Stock~~by check mark whether the registrant has submitted electronically, ~~par~~every ~~value~~Interactive $0Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.~~001~~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 ☒

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 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, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	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 ☒

As of ~~April~~June 302, ~~2022~~2023, the issuer had outstanding ~~821~~7,~~610~~136,~~070~~416 shares of common stock.

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

PART I - FINANCIAL INFORMATION	4
		Pages
ITEM 1 - Financial Statements	4
PART I - FINANCIAL INFORMATION
NOTE 1 - Organization and Basis of Presentation	8
Item 1.	Financial Statements	2
NOTE 2 - Summary of Significant Accounting Policies	8
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	16
NOTE 3 - Going Concern	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
NOTE 4 - Subsequent Events	11
Item 4.	Controls and Procedures	20
ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
PART II - OTHER INFORMATION
Liquidity and Capital Resources	13
Item 1.	Legal Proceedings	22
Cash Flows	14
Item 1A.	Risk Factors	22
ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
ITEM 4 - Controls and Procedures	16
Item 3.	Defaults Upon Senior Securities	22
PART II - OTHER INFORMATION	17
Item 4.	Mine Safety Disclosures	22
ITEM 1 - Legal Proceedings	17
Item 5.	Other Information	22
ITEM 1A - Risk Factors	17
Item 6.	Exhibits	23
ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds	19
SIGNATURES		24
ITEM 3 - Defaults upon Senior Securities	19
ITEM 4 - Mine Safety Disclosures	19
ITEM 5 - Other Information	19
ITEM 6 - Exhibits	19

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended~~, including the Risk Factors section of the Company’s Current Report on Form 8-K filed with the U~~.~~S. Securities and Exchange Commission (the “SEC”) on June 11, 2018.~~

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

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

~~Motos~~MOTOS ~~America~~AMERICA ~~Inc~~INC.

INDEX ~~BALANCE~~TO ~~SHEET~~UNAUDITED FINANCIAL STATEMENTS

	April 30,			July 31,
	2022			2021
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	1,838,345		$	542
Other Current Assets		6,540,531			–
Accounts Receivable		86,846			–
Total Current Assets		8,465,722			542
Fixed Assets		1,723,687			–
Total Other Assets		1,007,543			–
Total Assets	$	11,196,952		$	542
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	623,794		$	85,956
Other Payable and Accrued Liabilities		3,121,996			967,189
Amount due to Related Party		–			1,248,070
Current tax liabilities		–			21,199
Total Current Liabilities		3,745,790			2,322,414
Long-Term Liabilities
Deferred tax		–			9,236
Series A Convertible Bonds		1,650,000			–
Series A Convertible Debentures		1,500,000			–
Series B Convertible Bonds		365,000			–
Other Long Term Debt		356,832			–
Total Long-Term Liabilities		3,871,832			9,236
Total Liabilities		7,617,622			2,331,650
Shareholders’ Equity:
Common Stock		821,610			593,610
Preferred Stock		10,000			–
Series A Warrants		34			–
Additional paid-in capital		27,215,085			4,958,781
Accumulated loss		(26,833,638	)		(7,667,225	)
Other comprehensive loss		2,366,239			(216,274	)
Total Owners’ Equity		3,579,330			(2,331,108	)
Total Liabilities and Owners ‘Equity	$	11,196,952		$	542

FOR THE SIX MONTHS ENDED JANUARY 31, 2022

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

	Page

Balance Sheets	3

Statements of Operations	4

Statements of Changes in Stockholders' Deficit	5

Statements of Cash Flows	6

Notes to the Unaudited Financial Statements	7

MOTOS AMERICA INC.

BALANCE SHEETS

(Unaudited)


	January 31,			July 31,
	2022			2021
Assets
Current Assets
Cash	$	721,053		$	542
Advance payments on acquisition		1,503,682			–
Other current assets		2,751			–
Total Current Assets		2,227,486			542

Total Assets	$	2,227,486		$	542

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable	$	98,833		$	85,956
Accrued liabilities and other liabilities		44,663			967,189
Convertible notes payable, net		1,597,052			–
Due to related party		485,330			1,248,070
Current tax liabilities		–			21,199
Total Current Liabilities		2,225,878			2,322,414

Deferred tax		–			9,236
Total Liabilities		2,225,878			2,331,650

Stockholders' Equity (Deficit)
Preferred stock: 30,000,000 shares authorized; $0.001 par value
Series A preferred stock, $0.001 par value, 10,000,000 shares designated; 33,334 and 0 shares issued and outstanding, respectively		33			–
Common stock: 1,000,000,000 shares authorized; $0.001 par value, 2,068,958 and 1,978,700 shares issued and outstanding, respectively		2,069			1,979
Additional paid-in capital		8,018,137			5,550,412
Accumulated other comprehensive loss		–			(216,274	)
Accumulated deficit		(8,018,631	)		(7,667,225	)
Total Stockholders' Equity (Deficit)		1,608			(2,331,108	)
Total Liabilities and Stockholders' Equity (Deficit)	$	2,227,486		$	542

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

MOTOS AMERICA INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended January 31,						Six Months Ended January 31,
	2022			2021			2022			2021

Revenue
Finance and insurance	$	2,645		$	–		$	2,645		$	–

Operating expenses
Selling, general and administration expenses	$	45,740		$	8,473		$	45,740		$	15,699
Professional fees		206,890			–			206,890			–
Sales and advertising		2,841			–			2,841			–
Payroll expense		50,881			–			50,881			–
Total operating expenses		306,352			8,473			306,352			15,699

Operating loss		(303,707	)		(8,473	)		(303,707	)		(15,699	)

Other Expense
Interest expense		(11,699	)		–			(47,699	)		–
Other expense		–			(6,138	)		–			(12,507	)
Total other expense		(11,699	)		(6,138	)		(47,699	)		(12,507	)

Loss before provision for income taxes		(315,406	)		(14,611	)		(351,406	)		(28,206	)

Income tax benefit		–			–			–			–

Net loss	$	(315,406	)	$	(14,611	)	$	(351,406	)	$	(28,206	)

Other comprehensive loss		–			(52,921	)		–			(103,866	)

Comprehensive loss	$	(315,406	)	$	(67,532	)	$	(351,406	)	$	(132,072	)

Basic and diluted loss per common share	$	(0.15	)	$	(0.01	)	$	(0.17	)	$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted		2,057,110			1,978,700			2,017,823			1,978,700

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

~~Motos~~MOTOS ~~America~~AMERICA ~~Inc~~INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)

For ~~STATEMENT~~the OFThree ~~OPERATIONS~~and Six Months Ended January 31, 2022

		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
													Additional		Accumulated Other
		4/30/2022			4/30/2021			4/30/2022			4/30/2021
	Series A Preferred Stock						Common Stock						Paid in		Comprehensive			Accumulated
		Unaudited			Unaudited			Unaudited			Unaudited
	Shares			Amount			Shares			Amount			Capital		Income (Loss)			Deficit			Total
Revenue	$	6,918,699		$	–		$	6,921,344		$	–
Balance, July 31, 2021		–		$	–			1,978,700		$	1,979		$	5,550,412	$	(216,274	)	$	(7,667,225	)	$	(2,331,108	)
Cost of Revenue		5,490,034			–			5,490,034			–
Preferred stock issued for settlement of debt and deconsolidation		33,334			33			–			–			2,107,590		216,274			–			2,323,897
Gross Margin		1,428,665			–			1,431,310			–
Net loss		–			–			–			–			–		–			(36,000	)		(36,000	)
Other Income		–			1,919			–			(10,588	)
Balance, October 31, 2021		33,334			33			1,978,700			1,979			7,658,002		–			(7,703,225	)		(43,211	)
General and Administrative Expense		(1,954,640	)		(6,501	)		(2,277,048	)		(22,200	)
Common stock issued for cash		–			–			90,000			90			179,910		–			–			180,000
Gain (Loss Before Tax)		(525,975	)		(4,582	)		(845,738	)		(32,788	)
Warrants issued with convertible debt		–			–			–			–			180,225		–			–			180,225
Net Additions or Decreases for operations		158,405			–			158,405			–
Common stock split adjustment		–			–			258			–			–		–			–			–
Tax		–			–			–			–
Net loss		–			–			–			–			–		–			(315,406	)		(315,406	)
Net Loss		(367,570	)		(4,582	)		(687,333	)		(32,788	)
Balance, January 31, 2022		33,334		$	33			2,068,958		$	2,069		$	8,018,137	$	–		$	(8,018,631	)	$	1,608
Transitional Adjustment		–			25,730			–			(78,136	)
Total Comprehensive Income (Loss)	$	(367,570	)	$	21,148		$	(687,333	)	$	(110,924	)
Income (Loss) per share	$	–		$	–		$	–		$	–
Weighted average shares outstanding		750,158,000			593,610,070			720,145,000			593,610,070

~~The~~For ~~accompanying~~the ~~notes~~Three ~~are~~and anSix ~~integral~~Months ~~part~~Ended ofJanuary ~~these consolidated financial statements.~~31, 2021

									Additional		Accumulated Other
	Series A Preferred Stock				Common Stock				Paid in		Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Total

Balance, July 31, 2020		–	$	–		1,978,700	$	1,979	$	5,550,412	$	(196,823	)	$	(7,638,503	)	$	(2,282,935	)

Translation Adjustment		–		–		–		–		–		(50,945	)		–			(50,945	)
Net loss		–		–		–		–		–		–			(13,595	)		(13,595	)
Balance, October 31, 2020		–		–		1,978,700		1,979		5,550,412		(247,768	)		(7,652,098	)		(2,347,475	)

Translation Adjustment		–		–		–		–		–		(52,921	)		–			(52,921	)
Net loss		–		–		–		–		–		–			(14,611	)		(14,611	)
Balance, January 31, 2021		–	$	–		1,978,700	$	1,979	$	5,550,412	$	(300,689	)	$	(7,666,709	)	$	(2,415,007	)

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

~~Motos~~MOTOS ~~America~~AMERICA ~~Inc~~INC. ~~STATEMENT OF SHAREHOLDER EQUITY (Unaudited)~~

	Common Stock				Preferred Stock				Additional Paid-In
	Shares		Amount		Shares		Amount		Capital		Deficit
Balance July 31, 2020		593,610,070	$	593,610		–	$	–	$	4,958,781	$	(196,823	)
Net loss for the period		–		–		–		–		–		(28,722	)
Translation Adjustment		–		–		–		–		–		–
Balance July 31, 2021		593,610,070	$	593,610		–	$	–	$	4,958,781	$	(7,667,225	)
Net loss for the period		–		–		–		–		–		(24,887,015	)
Other comprehensive gain (loss)		–		–		–		–		–		–
Preferred Stock Issued		–		–		10,000,000		10,000		20,753,304		–
Balance October 31, 2021		593,610,070	$	593,610		10,000,000	$	10,000	$	25,712,085	$	(26,322,906	)
Net loss for the period		–		–		–		–		–		(143,162	)
Other comprehensive gain (loss)		–		–		–		–		–		–
Common Stock Issued		27,000,000		27,000		–		–		153,000		–
Balance January 31, 2022		620,610,070	$	620,610		10,000,000	$	10,000	$	25,865,085	$	(26,466,068	)
Net loss for the period		–		–		–		–		–		(367,570	)
Common Stock Issued		201,000,000		201,000		–		–		1,350,000		–
Balance, April 30, 2022		821,610,070	$	821,610		10,000,000	$	10,000	$	27,215,085	$	(26,833,638	)

STATEMENTS OF CASH FLOWS

~~The accompanying notes are an integral part of these consolidated financial statements.~~(Unaudited)


	Six Months Ended January 31,
	2022			2021

Cash Flows from Operating Activities:
Net loss	$	(351,406	)	$	(28,206	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		7,261			–
Foreign translation reserve		–			(103,866	)
Changes in operating assets and liabilities:
Other current assets		(2,751	)		–
Accounts payable		91,081			4,416
Accrued liabilities and other liabilities		44,678			62,481
Due to related party		485,330			64,674
Deferred tax		–			499
Net Cash provided by (used in) Operating Activities		274,193			(2	)

Cash Flows from Investing Activities:
Advance payments on acquisition		(1,503,682	)		–
Net Cash used in Investing Activities		(1,503,682	)		–

Cash Flows from Financing Activities:
Proceeds from private placement		180,000			–
Proceeds from convertible notes		1,770,000			–
Net Cash provided by Financing Activities		1,950,000			–

Net change in cash		720,511			(2	)
Cash, beginning of period		542			544
Cash, end of period	$	721,053		$	542

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

Supplemental disclosure of non-cash financing activity
Change in control - debt forgiveness	$	2,107,590		$	–
Warrants issued with debt instruments	$	180,225		$	–

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

Motos America Inc. STATEMENTS OF CASH FLOWS

	April 30,			April 30
	2022			2021
	Unaudited			Unaudited
Cash Flows from Operating Activities:
Net Loss	$	(687,333	)	$	(32,788	)
Adjustment:
Gain on Disposal of PPE		–			375
Foreign translation reserve		–			(78,136	)
Other current assets		(1,336,164	)		–
Accounts receivable		(86,846	)		–
Accounts payable		537,838			3,980
Other payable and accrued liabilities		2,154,807			56,750
Due to Related Party		(1,248,070	)		49,817
Tax liability		(21,199	)		–
Net cash provided by operations		(686,967	)		(2	)
Cash Flows from Investing Activities:
Fixed Assets		(1,723,687	)		–
Purchase of other assets		(1,007,543	)		–
Net cash used in investing activities		(2,731,230	)		–
Cash Flows from Financing Activities
Series A Convertible Bonds		1,650,000			–
Series A Convertible Debentures		1,500,000			–
Series B Convertible Bonds		365,000			–
Common stock		1,731,000			–
Preferred stock		10,000
Net cash provided by financing activities		5,256,000			–
Net increase (decrease) in cash		1,837,803			(2	)
Cash at Beginning of Period		542			544
Cash at End of Period	$	1,838,345		$	542

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

MOTOS AMERICA, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

~~April~~JANUARY 3031, 2022

NOTE 1 -– ORGANIZATION AND ~~BASIS~~GOING ~~OF PRESENTATION~~CONCERN

Organization

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

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

The Company’s business office is located at 510 South 200 West, Suite 110 Salt Lake City, Utah 84101.

~~NOTE 2~~Change ~~- SUMMARY~~of ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Control

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

The transaction resulted in the Buyer having approximately 90% of the voting control.

Reverse Stock Split and Corporation Actions

On November 1, 2021, the Board of Directors of the Company authorized a one-for-three hundred (1-for-300) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock, par value $0.001 per share, along with a name change, and elected to apply for a new trading symbol and CUSIP number for its common shares.

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

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

All share and per share information in these financial statements retroactively reflect this Reverse Stock Split, after giving adjustment to fractional shares.

Going Concern

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

As of January 31, 2022, the Company had an accumulated deficit of $8,018,631, and net loss of $351,406 for the six months ended July 31, 2022. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s ~~consolidated~~prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP ~~accounting~~for ~~principles~~interim ~~generally~~financial ~~accepted~~information in ~~the~~accordance ~~United~~with ~~States~~Article 8 of ~~America~~Regulation ~~(“U.~~S-X. Accordingly, they do not include all of the information and footnotes required by GAAP” for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended January 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended July 31, 2021, contained in the Company’s Form 10-K filed on October 26, 2021.

Use of Estimates

The preparation of financial statements in ~~conformity~~ accordance with ~~generally~~GAAP ~~accepted accounting principles~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and ~~disclosure~~the 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. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

~~Concentrations~~Cash ofand ~~Credit~~Cash ~~Risk~~Equivalents

The Company ~~maintains~~considers ~~cash~~all inhighly ~~bank~~liquid ~~deposit~~securities ~~accounts,~~with ~~the~~original ~~balances~~maturities of ~~which~~three atmonths ~~times~~or ~~may~~less ~~exceed~~when ~~federally~~acquired, ~~insured~~to ~~limits~~be cash equivalents. ItAs ~~continually~~of ~~monitors~~January ~~banking~~31, ~~relationships~~2022 and ~~consequently have~~July ~~not~~31, ~~experienced~~2021, ~~any losses in~~ the ~~accounts. The~~ Company ~~believes~~had itcash isof ~~not~~$721,053 ~~exposed~~and to$542, ~~any~~respectively, ~~significant~~and ~~credit~~did ~~risk~~not onhave cash equivalents.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the period ended April 30 2022.

Inventories

Inventories are valued at the lower of cost or net realizable value. In general cost is determined by applying either the first in first out (FIFO) or percentages mark-up to the selling price valuations for the inventory item. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses. Allowances is made for obsolete, slow moving and defective inventories. All of the Company’s inventories consists of merchandise held for sale.

Net Income (loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.

Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

The carrying amounts shown of the Company’s financial instruments including current assets and liabilities approximate fair value due to their short-term nature.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, ~~the~~ASC ~~standard~~606 Revenue from Contracts with Customers requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ~~amount of revenue that is recorded reflects the consideration that the~~ Company ~~expects to receive in exchange for those goods. The Company~~ applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Comprehensive Income

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

Accounts Receivable

Accounts receivable, which generally have thirty-day terms are recognized and carried at original invoice amount, less an allowance for uncollectible amounts, if applicable.

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

Taxes

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

Fair Value Measurements

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

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

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

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

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

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

~~Recently~~Advertising ~~Issued~~and ~~Accounting~~marketing costs ~~Pronouncements~~are expensed as incurred and are included in sales and advertising expenses in the accompanying Statements of Operations. Advertising and marketing expenses were $2,481 and $0 for the six months ended January 31, 2022 and 2021, respectively,

InDeferred ~~February~~Income ~~2016,~~Taxes ~~the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets~~ and ~~lease~~Valuation liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has adopted this accounting standard update.Allowance

OnThe ~~June~~Company ~~20,~~accounts ~~2018,~~for ~~the~~income ~~Financial~~taxes ~~Accounting~~under ASC 740 ~~Standards~~“Income ~~Board~~Taxes.” ~~(FASB)~~Under ~~issued~~the ~~Accounting~~asset ~~Standards~~and ~~Update~~liability ~~(ASU)~~method ~~2018-07~~of ASC 740, ~~Compensation—Stock~~ ~~Compensation~~deferred ~~(Topic~~tax ~~718):~~assets ~~Improvements to~~and ~~Nonemployee~~liabilities ~~Share-Based~~are ~~Payment~~recognized ~~Accounting.~~for ~~ASU~~the future ~~2018-07~~tax isconsequences ~~intended~~attributable to ~~reduce~~differences ~~cost~~between ~~and~~the ~~complexity~~financial ~~and~~statements tocarrying ~~improve~~amounts ~~financial~~of ~~reporting~~existing assets and liabilities ~~for~~and ~~share-based~~their ~~payments~~respective totax ~~nonemployees~~bases. ~~(for~~Deferred ~~example,~~tax ~~service~~assets ~~providers,~~and ~~external~~liabilities ~~legal~~are ~~counsel,~~measured ~~suppliers,~~using ~~etc.).~~enacted ~~Under~~tax ~~the~~rates ~~new~~expected ~~standard,~~to apply to taxable ~~companies~~income ~~will~~in nothe ~~longer~~years bein ~~required~~which tothose ~~value~~temporary ~~non-employee~~differences ~~awards~~are ~~differently~~expected ~~from~~to ~~employee~~be ~~awards~~recovered or settled. ~~Meaning~~The ~~that~~effect ~~companies~~on ~~will~~deferred ~~value~~tax assets and ~~all~~liabilities ~~equity~~of ~~classified~~a ~~awards~~change atin ~~their~~tax ~~grant-date~~rates ~~under~~is ~~ASC718~~recognized ~~and~~in ~~forgo~~income ~~revaluing~~in the ~~award~~period ~~after~~the ~~this~~enactment ~~date~~occurs. ~~The~~A ~~guidance~~valuation allowance is ~~effective~~ provided for certain ~~interim~~deferred ~~and~~tax ~~annual~~assets ~~periods~~if ~~beginning~~it ~~after~~is ~~December 15,~~more ~~2018~~likely than not that the Company will not realize tax assets through future operations.

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

The Company calculates ~~has~~net ~~implemented~~loss ~~all~~per ~~new~~share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by ~~accounting~~dividing ~~pronouncements~~the ~~that~~net ~~are~~loss inby ~~effect~~the weighted average number of common shares outstanding during the period. ~~These~~Diluted ~~pronouncements~~earnings ~~did~~per ~~not~~share ~~have~~of ~~any~~common stock ~~material~~are ~~impact~~computed onby dividing net earnings by the ~~financial~~weighted ~~statements~~average number of shares and potential shares outstanding during the period. ~~unless~~Potential ~~otherwise~~shares ~~disclosed~~of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock options. For the ~~Company~~six ~~does~~months ~~not~~ended ~~believe~~January ~~that~~31, ~~there~~2022, ~~are~~the ~~any~~common ~~other~~stock ~~new~~equivalents ~~accounting~~were ~~pronouncements~~excluded ~~that~~from ~~have~~the ~~been~~computation ~~issued~~of diluted ~~that~~net ~~might~~loss ~~have~~per ashare ~~material~~as ~~impact~~the onresult ~~its~~of ~~financial~~the ~~position~~computation orwas ~~results~~anti-dilutive. ofFor ~~operations~~the six months ended January 31, 2021, there were no common stock equivalents.

~~Foreign~~For ~~Currency~~the ~~Conversion~~six months ended January 31, 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive.

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


	Shares
Series A Preferred Stock		3,333,334
Series A Convertible Bonds		330,000
Series B Convertible Bonds		146,000
Series A Convertible Debenture		450,000
Warrants		160,000
Total		4,419,334

~~The~~There ~~functional~~were ~~currency~~no ofpotentially ~~the~~dilutive ~~Company is~~shares ~~the~~of ~~United~~common stock ~~States~~outstanding ~~Dollars~~for ~~(“US$”) and~~ the ~~accompanying~~six ~~financial~~months ~~statements~~ended ~~have~~January ~~been~~31, ~~expressed in US$~~2021.

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

~~NOTE~~Potential benefits of income tax losses are not recognized 3in ~~– GOING~~the ~~CONCERN~~accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year.

The previous financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has begun a more normal course of business, and anticipates that a Going Concern caveat will be removed from its next audit.

As of April 30, 2022, the Company suffered an accumulated deficit of $26,833,638 and continuously incurred a net operating loss of $367,570 for the period ended April 30, 2022.

~~NOTE 4~~Recently ~~- SUBSEQUENT~~Issued ~~EVENTS~~Accounting Pronouncements

~~Management has evaluated subsequent events pursuant~~ toThe ~~the~~Company ~~requirements~~has ofconsidered ~~ASC~~all ~~Topic~~other ~~855,~~recently ~~from~~issued ~~the~~accounting ~~balance~~pronouncements ~~sheet~~and ~~date~~does ~~through~~not ~~the~~believe ~~date~~ the ~~financial~~adoption ~~statements~~of ~~were~~such ~~available to be issued~~pronouncements ~~and~~will ~~has~~have ~~determined~~a ~~that certain~~ material ~~subsequent~~impact ~~events~~on ~~require~~its ~~disclosure in these~~ financial statements:.

1.NOTE ~~The~~3 ~~Company~~– ~~authorized~~ADVANCED aPAYMENTS 1ON for 300 share reverse split of its common shares, which will be effective on the 16th of June, 2022, consequently the common stock capitalization of the Company is sometimes stated as “Post-Spit” shares, meaning the enumeration is given as though the effect of the reverse split had taken place, however the Statements of Shareholders Equity, and Statements of Cashflows are presented in pre-split shares, which were the status of the company as of the end of the 3rd Quarter.ACQUISITION

As of January 31, 2022, a deposit of $1,503,682 was paid towards the acquisition of 100% of the membership interests in two Oregon LLCs: Cascade Moto Eugene, LLC and Cascade Moto Portland. The acquisitions were completed in March 2022.

NOTE 4 – EQUITY

Authorized

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

Preferred Stock

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

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

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

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

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

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

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

~~ITEM 2~~As ~~Management’s~~of ~~Discussion~~January 31, 2022 and ~~Analysis~~July of31, ~~Financial~~2021, ~~Condition~~33,334 and 0 shares ~~Results~~ of ~~Operations~~Preferred Stock were issued and outstanding, respectively.

~~Unless~~Common otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.Stock

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

~~The~~During Company considers itself as a lifestyle company. The Company buys and operates BMW Motorcycles, Triumph Motorcycles and Ducati Motorcycles dealerships. These brands are not sold as practical transportation; instead they are luxury items that buyers consume as part of a more exclusive lifestyle choice. In the ~~view of~~six ~~the~~months ~~Company,~~ended ~~this~~January industry is ripe for consolidation. This industry disruption is similar to what has occurred in the automotive dealership niche. The Company believes that consolidation in this niche will invite the same advantages of scale associated with auto-dealer consolidations31, ~~namely~~ ~~better operating results flowing from professional management~~2022, ~~branding and marketing opportunities, and volume purchasing. As of~~ the ~~date of the Memorandum, the~~ Company ~~has acquired 4 dealerships~~issued 90, ~~and has a Letter of Intent to acquire 3 more. In addition,~~258 shares ~~the Company is in the process~~ of ~~developing~~common astock ~~new~~as ~~“open point” dealership in Atlanta, GA.~~follows:

~~For~~· On October 18, 2021, the ~~three~~Company ~~months~~announced ~~ended~~a ~~April~~private 30placement (i) 1,250,000 ~~2022~~shares of common stock at price of $2.00 per share, (ii) warrants to purchase 1,000,000 shares of common stock (iii) Series A and B Convertible Bonds to purchase 1,000,000 shares of common stock and (iv) Series A Convertible Debentures to purchase 900,000 shares of common stock. The total offering was $9,500,100. · Pursuant to private offering date October 18, 2021, the Company ~~generated comprehensive~~issued ~~losses~~90,000 shares of common stock at price of $~~367~~2.00 per share in cash during the six months ended January 31,~~570~~ 2022. · 258 shares were issued for fractional share adjustments, resulting from the reverse stock split.

OnAs ~~June~~of ~~20,~~January ~~2021~~31, ~~the~~2022 ~~Corporation~~ and NgJuly ~~Chee~~31, ~~Chun~~2021, anthe ~~individual~~Company ~~(“Purchaser”)~~had 2,068,958 ~~entered~~and ~~into that certain Share Sale Agreement pursuant to which the Corporation sold to the Purchaser all~~ 1,978,700 shares of ~~MMT held by the Corporation in consideration~~ of ~~Malaysia~~common ~~Ringgit~~shares ~~One~~issued ~~Thousand. The sale consummated~~ and ~~was registered with the Malaysian Government pursuant to Section 51 of the Companies Act 2016 on August 24~~outstanding, ~~2021~~respectively. ~~As a result, MMT is no longer a subsidiary of the Corporation.~~

On September 27, 2021, the Corporation, certain sellers of shares of its common stock, including its sole executive officer and director Shiong Han Wee (collectively, the “Sellers”), and Moto America, Inc.(the “Buyer”) entered into a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the Buyer agreed to purchase from the Sellers an aggregate of 436,482,690 shares of common stock of the Company (the “Common Shares”) and 10,000,000 shares of Series A Preferred Convertible Stock (the “Preferred Shares”). The Preferred Stock will be issued to Shiong Han Wee as payment in full of all amounts owed by the Company to Mr. Wee. The sale of the Common Shares and the Preferred Shares is expected to consummate in the near future. The securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.Warrants

InPursuant ~~connection~~to ~~with~~a private placement offering, the ~~sale~~Company issued ofsixteen ~~such~~(16) ~~securities~~Series A Warrants for $16, ~~all~~to ofrelated ~~the executive~~parties, ~~officers~~which ~~and~~was ~~directors~~assigned a value of ~~the~~$180,209 ~~Corporation~~and ~~will~~was ~~resign~~recorded ~~from~~as ~~their~~debt ~~positions~~discount to ~~with~~convertible ~~the~~notes ~~Corporation~~payable. ~~and~~The debt discount is amortized over the ~~following~~term ~~individuals will~~of beconvertible ~~appointed~~notes topayable. ~~serve~~These inWarrants ~~the~~were ~~capacities~~issued ~~set~~in conjunction ~~forth~~with ~~next~~additional todebt ~~their~~investments ~~names~~made asby ~~described~~the ~~below:~~recipients.

~~Name~~Each ~~Position~~Series ~~Vance~~A ~~Harrison~~Warrant ~~Chief~~is ~~Executive~~for ~~Officer~~the ~~and~~purchase ~~Director~~of ~~Terina~~10,000 shares ~~Liddiard~~of ~~Chief~~common ~~Financial~~stock ~~Officer~~at a price of $1.00 to $2.00 per share, ~~Secretary~~which may be exercised for a period of 24 months beginning January 1, 2022 and ~~Director~~ending ~~Taylor~~December ~~Brody~~31, ~~Chief~~2023 ~~Marketing~~at ~~Officer~~a strike price of $1.00 per share and ~~Director~~a next period of 12 months beginning January 1, 2024 and ending December 31, 2024 at price of $2.00 per share. Unexercised Warrants shall expire on January 1, 2025.

~~The~~All ~~resignations~~warrants issued were ~~not~~valued ~~due~~using tothe ~~any~~Black-Scholes pricing ~~disagreement~~model. ~~with~~The Black-Scholes model requires six basic data inputs: the ~~Company~~ onexercise ~~any~~or ~~matter~~strike ~~related~~price, time to expiration, the ~~Company’s~~risk-free interest ~~operations~~rate, ~~policies~~the orcurrent ~~practices.~~stock ~~All~~price, ~~executive~~the ~~officers~~estimated ~~and~~volatility ~~directors~~of ~~will~~the ~~also forgive~~stock price in the future, and ~~waive~~the ~~all~~dividend ~~liabilities~~rate. ~~due~~Changes to these ~~them~~inputs ~~from~~could ~~the~~produce ~~Company~~a insignificantly ~~connection~~higher ~~with~~or ~~such~~lower ~~change~~fair invalue ~~control~~measurement.

On November 18, 2021, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Nevada, changing the name of the Company to MOTOS AMERICA INC. The Amended articles further memorialized a one share for 300 reverse share split of the common and preferred shares outstanding to be effective on December 1, 2021. These actions have yet to be approved by FINRA.

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

On November 21, 2021, the Company began the process of qualifying with BMW Motorrad North America, Triumph Motorcycles North America, and Ducati North America (“Brands” or “Brand Owners”) for the acquisition of three motorsports dealerships in Oregon, USA, and one motorsport dealership in Tennessee, USA. Each of these motorsports dealerships sells and service these three motorcycle Brands.

~~Financial~~A ~~Condition;~~summary ~~Going~~of ~~Concern~~warrant activity during the six months ended January 31, 2022 is as follows:

The Company has had limited operations and have been in the past been issued a "going concern" opinion by its auditor, based upon the reliance on the sale of its common stock and loans from a related party, as the sole source of funds for the Company’s future operations. During this fiscal year, the Company has successfully raised investment capital from independent thThe Company has no assurance that future financing will be available on acceptable terms, or at all. If financing is not available on satisfactory terms, the Company may be unable to continue its business plan. Equity financing could result in additional dilution to existing shareholders. If the Company is unable to raise additional capital to maintain its operations in the future, it may be unable to carry out the full business plan of finding an acquisition partner.

Warrants Outstanding

Weighted

Average

Weighted Average Remaining

Number

of warrants

Exercise

Price

Contractual life
(in years)

Outstanding, July 31, 2021

–

Granted

160,000

1.00

2.00

Exercised

–

Forfeited/canceled

–

Outstanding, January 31, 2022

160,000

1.00

1.79

Exercisable, January 31, 2022

160,000

1.00

1.79

~~Results~~The intrinsic value of ~~Operations~~the warrants as of January 31, 2022, is $0.

~~Motos~~NOTE ~~America~~5 ~~Inc.~~– CONVERTIBLE NOTES PAYABLE

~~STATEMENT~~During OFthe ~~OPERATIONS~~six months ended January 31, 2022, the Company issued convertible notes payable totaling $1,770,000.

	January 31,			April 30,
Schedule of convertible notes payable
	2022			2022
	January 31,
	Unaudited			Unaudited
	2022
Revenue	$	2,645		$	6,918,699
Series A Convertible Bonds	$	240,000
Cost of Revenue		–			5,490,034
Series B Convertible Bonds		30,000
Gross Margin		2,645			1,428,665
Series A Convertible Debentures		500,000
Other Income		–			–
	$	770,000
General and Administrative Expense		(322,408	)		(1,954,640	)
Loss Before Tax		(319,763	)		(525,975	)
Net Additions or Decreases for operations		–			158,405
Tax		–			–
Net Loss		(319,763	)		(367,570	)
Other Comprehensive Income		–			–
Total Comprehensive Income (Loss)	$	(319,763	)	$	(367,570	)
Income (Loss) per share	$	–		$	–
Weighted average shares outstanding		750,000,000			750,158,000

~~Liquidity~~During ~~and~~the ~~Capital~~six ~~Resources~~months ended January 31, 2022, the Company issued Series A Convertible Debentures to related parties of $1,000,000.

~~Motos~~During ~~America~~the ~~Inc~~six months ended January 31, 2022, the Company recorded interest expense of $40,438, amortization of debt discount of $7,261. As of January 31, 2022, the Company recorded accrued interest of $40,438.

~~STATEMENT~~Series OFA ~~WORKING~~Convertible ~~CAPITAL~~Bonds

	January 31,			April 30,
	2022			2022
	Unaudited			Unaudited
Current Assets	$	539		$	1,739,949
Current Liabilities		7,750			119,659
Working Capital (Deficit)	$	(7,211	)	$	1,620,291

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

The Company had current assets of $1,739,949 consisting of cash and loans to shareholder as of April 30, 2022. Its current liabilities of $119,659 consisted of other payables and accrued liabilities.

~~Cash~~Series ~~Flows~~B Convertible Bonds

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

~~CONSOLIDATED~~Series ~~STATEMENTS~~A OFConvertible ~~CASH FLOWS~~Debentures

	April 30,			April 30
	2022			2021
	Unaudited			Unaudited
Cash Flows from Operating Activities:
Net Loss	$	21,148.00		$	(32,788.00	)
Foreign translation reserve		–			(78,136.00	)
Operation loss		21,148.00			(110,924.00	)
Adjustment:
Gain on Disposal of PPE		–			375.00
Deposits on Dealership Acquisition		(183,342.00	)		–
Due to Related Party		–			49,817.00
Loans to shareholders		(1,049,995.00	)		–
Accounts Payable (A/P)		776.38			3,980.00
Other payables and accrued liabilities		(1,110,146.00	)		56,750.00
Net cash provided by operations		(2,342,707.38	)		(2.00	)
Cash Flows from Investing Activities:
Tools
Fixed Assets		(2,047,936.00	)		–
Dealership Purchase		(670,543.00	)		–
Deposits		(10,000.00	)		–
Net cash used in investing activities		(2,728,479.00	)		–
Cashflows from Financing Activities
Series A Convertible Bonds		1,410,000.00			–
Series A Convertible Debentures		–			–
Series B Convertible Bonds		–			–
Common stock		812,610.00			–
Series A Warrants		18.00			–
Additional paid in capital		3,965,851.00			–
Net cash provided by financing activities		6,188,479.00			–
Net increase (decrease) in cash	$	1,837,803.00		$	(2.00	)
Cash at Beginning of Period	$	542.00		$	544.00
Cash at End of Period	$	1,838,345.00		$	542.00

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

NOTE 6 – RELATED PARTY TRANSACTIONS

As discussed in Notes 1 and 4, as part of the change of control, the Company realized a gain on disposal of subsidiary and debt forgiveness to our former CEO, which was recorded to additional paid in capital.

As discussed in Notes 4 and 5, related parties contributed in the purchase of our private placement offering and purchase of warrants.

As discussed in Note 3, the Oregon dealerships were purchased from our CEO during August 2021.

Put Option

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

Due to Related Party

As of January 31, 2022, the Company was obligated to our CEO, for an unsecured, non-interest-bearing due on demand loan with a balance of $485,330. As of July 31, 2021, the Company was obligated to the former management for $1,248,070, which was forgiven in 2022 as a part of the change of control.

NOTE 7 - SUBSEQUENT EVENTS

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

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

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

~~Cash~~Subsequent ~~Flow~~to ~~from~~January ~~Investing~~31, ~~Activities~~2022, the Company issued common stock as follow:

~~The~~· ~~Company~~695,000 ~~realized~~shares for cash of $1,~~950~~358,~~016~~500 ~~from~~· ~~the~~50,000 ~~sale of~~for ~~its~~exercise ~~securities~~of inwarrants ~~the~~· ~~current quarter ended January 31~~57,000 ~~2022.~~shares ~~The~~for ~~Company~~employee ~~continued~~compensation ~~with~~· ~~the~~932,125 ~~sale~~shares of ~~its~~common ~~securities,~~stock ~~such~~for ~~sales~~conversion ~~continuing through~~of ~~April~~debt ~~18, 2022 in the amount~~ of $53,~~005~~530,~~034~~000. ~~The~~· ~~following~~3,333,333 ~~table~~shares ~~represents~~of ~~the~~common ~~total~~stock ~~sale~~for conversion of ~~the~~33,334 ~~securities~~shares of ~~the~~preferred ~~Company~~stock. ~~from October~~· ~~2021~~31,500 ~~through~~shares ~~the end~~ of ~~April~~common ~~2022~~stock ~~(shares enumerated post pending 1~~ for ~~300 split):~~$31,500.

Security Type	Number Sold	Price Each	Dollar Amount Sold	Conversion Rights (Common Shares)	Fully Converted Common Shares Count
Common Shares $0.001 Par Value	760,000	$2.00	$1,520,000.00	NA	760,000
Class A Warrants	34	$1.00	$34.00	10,000	340,000
Series A Debentures	3	$500,000.00	$1,500,000.00	150,000	450,000
Series A Bonds	1,620	$1,000.00	$1,620,000.00	250	405,000
Series B Bonds	365	$1,000.00	$365,000.00	400	146,000
			$5,005,034.00		2,101,000

Acquisitions:

Financing Requirements

	·	Effective March 1, 2022 the Company consummated the purchase of 100% of the membership interests in two Oregon LLCs: Cascade Moto Eugene, LLC and Cascade Moto Portland. These two Oregon LLCs were originally purchased by the Company’s CEO on August 15, 2021. The Company and two Oregon LLCs were under common control since August 15, 2021.

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

During the twelve-month period following the date of this quarterly report, the Company anticipates that it will not generate sufficient operating revenue to continue to acquire dealerships and pay company expenses. Accordingly, the Company will be required to obtain additional financing in order to pursue its plan of operations during and beyond the next twelve months. The Company anticipates that additional funding will be in the form of equity financing from the sale of its common stock or debt financing from institutional lenders, or the sale of bonds or debentures to the public. However, there is no assurance that the Company will be able to raise sufficient funding from the sale of its common stock to fund the business plan should it decide to proceed. Issuances of additional shares will result in dilution to the Company’s existing shareholders. There is no assurance that it will achieve any additional sales of the Company’s equity securities or arrange for debt or other financing to fund the business operations.

Off-Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company has not identified any additional critical accounting policies and judgments. It also has other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding the Company’s results, which are described in note 2 to the financial statements. Although the Company believe that its estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

~~Recent~~ITEM ~~Accounting~~2 ~~Pronouncements~~- Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The~~Unless ~~Company~~otherwise ~~has~~noted, ~~reviewed~~ all ~~recently~~ ~~issued~~currency figures quoted as “U.S. dollars”, ~~but~~“dollars” ~~not~~or ~~yet~~“$” ~~effective~~refer to the legal currency of the United States. Throughout this report, ~~accounting~~assets ~~pronouncements~~and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and doexpenses ~~not~~are ~~believe~~translated at average rates prevailing during the ~~future~~period. ~~adoption~~The gains and losses resulting from translation of ~~any~~financial ~~such~~statements ~~pronouncements~~of ~~may~~foreign besubsidiaries ~~expected to~~are ~~cause~~recorded as a ~~material~~separate ~~impact~~component onof ~~its~~accumulated other ~~financial~~comprehensive ~~condition~~income orwithin the ~~results~~statement of ~~its~~stockholders’ ~~operations~~equity.

~~ITEM 3 Quantitative and Qualitative Disclosures about Market Risk~~Organization

The Company iswas aincorporated ~~smaller~~under ~~reporting~~the ~~company~~laws asof ~~defined~~the State byof ~~Rule~~Nevada ~~12b-2 of~~on April 26, 2007, under the ~~Exchange~~name ~~Act~~“Contact Minerals Corp.”, and ~~are~~later ~~not~~changed ~~required~~its name to ~~provide~~Weconnect Tech International, Inc. In November 2021 the ~~information~~Company ~~required~~filed ~~under~~Articles ~~this~~of ~~item~~Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.”

~~ITEM 4 Controls and Procedures~~Overview

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

The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Company’s ~~management,~~business ~~including the~~office Chief Executive Officer and Chief Financial Officer, concluded that the disclosure controls and procedures, subject to limitations as noted below, as of the end of this quarter, and during the period prior to and including the date of this report, were effective to ensure that all information required to be disclosed by the Company in the reports that it files or submit under the Exchange Act is~~: (i)~~ ~~recorded,~~located ~~processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii)~~at ~~accumulated~~510 ~~and~~South ~~communicated~~200 ~~to the Company’s management~~West, ~~including~~Suite ~~its~~110 ~~Chief~~Salt ~~Executive~~Lake ~~Officer and Chief Financial Officer~~City, ~~as appropriate~~Utah ~~to allow timely decisions regarding required disclosure~~84101.

~~Inherent~~Results ~~Limitations~~of Operations

~~Because~~The offollowing ~~its~~summary inherent limitations, the Company’s disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~the~~our ~~control~~results ~~system are met. Because~~ of ~~the inherent limitations~~operations inshould ~~all~~be ~~control~~read ~~systems,~~in noconjunction ~~evaluation~~with ofour ~~controls~~financial ~~can~~statements ~~provide~~for ~~absolute~~the ~~assurance~~period ~~that~~ended ~~all~~January ~~control issues and instances of fraud~~31, ~~if any~~2022, ~~have~~ ~~been~~which ~~detected. Also, projections of any evaluation of effectiveness to future periods~~ are ~~subject~~included ~~to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate~~herein.

~~Changes~~Our inoperating ~~Internal~~results ~~Control~~for ~~over~~the ~~Financial~~three ~~Reporting~~and six months ended January 31, 2022, and 2021 and the changes between those periods for the respective items are summarized as follows:

~~The Company’s annual report on Form 10-K reported that~~Three ~~its~~Months ~~internal~~Ended ~~control~~January ~~over financial reporting was effective as of its last year end~~31, ~~July 31~~2022, ~~2021.~~compared ~~Subject~~ to the ~~foregoing~~Three ~~disclosures in~~Months ~~this~~Ended ~~Item~~January 431, ~~there were no changes in the internal control over financial reporting that occurred during the Company’s fiscal quarter ended April 30,~~ 2022~~, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting~~.

	Three Months Ended
	January 31,
	2022		2021		Changes
Revenues	$	2,645	$	–	$	2,645
Operating expenses	$	306,352	$	8,473	$	297,879
Other expenses	$	11,699	$	6,138	$	5,561
Net loss	$	315,406	$	14,611	$	300,795

During the three months ended January 31, 2022 and 2021, the Company earned minor revenue from finance and insurance of $2,645 and $0, respectively.

Operating expenses for the three months ended January 31, 2022 and 2021 were $306,352 and $8,473, respectively.

During the three months ended January 31, 2022, the operating expenses, were primarily attributed to professional fees of $206,890, selling and general administrative expenses of $45,740, payroll expenses of $50,881 and sales and advertising expenses of $2,841. During the three months ended January 31,2021, the operating expenses, were primarily attributed to selling and general administrative expenses of $8,473.

Other expenses for the three months ended January 31, 2022 and 2021, represent interest expenses of $4,438 and $0 related to Series A and B Bonds and Series A Debentures, amortization of debt discount of $7,261 and $0 related to Series A warrants, and other expenses of $0 and $6,138, respectively.

We had a net loss of $315,406 and $14,611 for the three months ended January 31, 2022, and 2021, respectively. The increase in net loss of $300,795 was primarily due to an increase in operating expenses of $297,879 and other expenses of $5,561, reduced by an increase in revenues of $2,645.

Six Months Ended January 31, 2022, compared to the Six Months Ended January 31, 2021.

	Six Months Ended
	January 31,
	2022		2021		Changes
Revenues	$	2,645	$	–	$	2,645
Operating expenses	$	306,352	$	15,699	$	290,653
Other expenses	$	47,699	$	12,507	$	35,192
Net loss	$	351,406	$	28,206	$	323,200

During the six months ended January 31, 2022, and 2021, the Company earned minor financing operating revenues of $2,645 and $0, respectively.

We had a net loss of $351,406 and $28,206 for the six months ended January 31, 2022 and 2021, respectively. The increase in net loss of $323,200 was primarily due to an increase in operating expenses of $290,653 and interest expenses of 35,192, reduced by an increase in revenues of $2,645.

Operating expenses for the six months ended January 31, 2022, and 2021 were $306,352 and $15,699, respectively.

During the six months ended January 31, 2022, the operating expenses, were primarily attributed to professional fees of $206,890, selling and general administrative expenses of $45,740, payroll expenses of $50,881 and sales and advertising expenses of $2,841. During the six months ended January 31,2021, the operating expenses, were primarily attributed to selling and general administrative expenses of $15,699.

Other expenses for the six months ended January 31, 2022 and 2021, represent interest expenses of $40,438 and $0 related to Series A and B Bonds and Series A Debentures, amortization debt discount of $7,261 and $0 related to Series A warrants, and other expenses of $0 and $12,507, respectively.

Balance Sheet Data:

	January 31,		July 31,
	2022		2021
Current Assets	$	2,227,486	$	542
Current Liabilities	$	2,225,878	$	2,322,414
Working Capital (Deficiency)	$	1,608	$	(2,321,872	)

As of January 31, 2022, our current assets were $2,227,486, and our current liabilities were $2,225,878 which resulted in working capital of $1,608.

As of January 31, 2022, current liabilities were comprised of $143,496 in accounts payable and accrued liabilities, convertible notes payable of $1,597,052 and $485,330 in due to related party, compared to $1,053,145 in accounts payable and accrued liabilities, $1,248,070 in due to related party and $21,199 in current tax liabilities as of July 31, 2021.

As of January 31, 2022, our working capital increased by $2,323,480 from working capital deficiency of $2,321,872 as of July 31, 2021, to working capital of $1,608, primarily due to an increase in current assets of $2,226,944 and a decrease in current liabilities of $96,536.

Committed liquidity resources available

	January 31,
	2022
Cash	$	721,053
Committed liquidity resources available	$	721,053

As of January 31,2022, the outstanding principal amount of indebtedness was $1597,052, summarized in the table below:

	January 31,
	2022
Convertible notes payable, net of discount		1,597,052
Total debt	$	1,597,052

The following table sets forth a summary of our cash flows:

	Six Months Ended
	January 31,
	2022			2021
Cash Flows provided by (used in) Operating Activities	$	274,193		$	(2	)
Cash Flows used in Investing Activities	$	(1,503,682	)	$	–
Cash Flows provided by Financing Activities	$	1,950,000		$	–
Net Change in Cash During Period	$	720,511		$	(2	)

Cash Flows from Operating Activities

During the six months ended January 31, 2022, we have generated positive cash flows from operating activities of $274,193. For the six months ended January 31, 2022, net cash flows provided by operating activities was $274,193, consisting of a net loss of $351,406, reduced by accounts payable and accrued liabilities of $135,759, due to related party of $485,330, amortization of debt discount of $7,261 and increase by other current assets of $2,751. For the six months ended January 31, 2021, net cash flows used in operating activities was $2, consisting of a net loss of $28,206, reduced by accounts payable and accrued liabilities of $66,897, due to related party of $64,674, deferred tax of $499 and increased by foreign translation reserve of $103,866.

Cash Flows used in Investing Activities

For the six months ended January 31, 2022, the cash used in investing activities was $1,503,682 related to advance payment on acquisition. For the six months ended January 31, 2021, we had no cash used in investing activities.

Cash Flows from Financing Activities

Cash flows from financing activities primarily relate to our short and long-term debt activity and proceeds from equity issuances which have been used to provide working capital and for general corporate purposes, including paying down our short-term revolving facilities. Cash provided by financing activities for the six months ended January 31, 2022, was $1,950,000 related to proceeds of $180,000 from private placement and $1,770,000 from convertible notes. For the six months ended January 31, 2021, we had no financing activities.

Off-Balance Sheet Arrangements

As of January 31, 2022, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or material capital resources.

Going Concern

As of January 31, 2022, the Company had an accumulated deficit of $8,018,631, and net loss of $351,406 for the six months ended January 31, 2022. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

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

Critical Accounting Policies and Estimates

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

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

ITEM 4 - Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of January 31, 2022. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.

(b)

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations of our management and directors; and (iii) 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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of January 31, 2022, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Our management concluded that our internal controls over financial reporting were not effective as of January 31, 2022 due to the following identified material weaknesses:

·	Our control environment is inadequate. We have no risk assessment procedures, no formal information or communication process, and no monitoring activities in place. Additionally, we lack policies that require formal written approval for related party transactions.

·	We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the financial statements. We do not have controls in place to prevent individuals from manipulating financial data or entering inaccurate data into the accounting software, and there are no controls over the financial reporting close process. Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate.

·	We lack the necessary accounting resources with sufficient SEC reporting experience, US GAAP knowledge and accounting experience.

Management believes that despite our material weaknesses, our financial statements for the quarter ended January 31, 2022 are fairly stated, in all material respects, in accordance with GAAP.

(c)

Changes in Internal Control Over Financial Reporting

During the quarter ended January 31, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations Over Internal Controls

Management, including our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are no resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

None.

ITEM 1A - Risk Factors

~~COMPANY~~We ~~SPECIFIC~~are ~~RISK~~a ~~FACTORS~~smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

1. The Company expects continued operating losses and cannot be certain of its future profitability. The Company acquired its first 4 operating motorcycle dealerships in March of 2022, and as such does not have an extensive operating history. It may incur significant losses in the foreseeable future as the Company continues to staff the organization, and increase expenditures for the acquisition of additional Powersports dealerships in multiple states. The time required to become profitable is uncertain, and there can be no assurance that the Company will achieve profitability on a sustained basis, if at all. As a result of the limited operating history, there is no internal nor industry-based historical financial data for any significant period of time upon which to project revenues or base planned operating expenses. The Company expects that the results of operations may also fluctuate significantly in the future as a result of a variety of factors, including the ability to acquire Powersports dealerships, the ability to manage and supervise these dealerships, the Company’s ability to attract, retain and motivate qualified personnel; specific economic conditions in the motorcycle market and/or in the Powersports industry including the seasonality of said business; general economic conditions; and other factors.

2. Necessity for additional financing. The Company requires outside financing to continue operations. No assurance can be given that additional working capital can be obtained on terms satisfactory to the Company, if at all. Any such financing may result in substantial dilution of the Company’s existing shareholders. The Company has not sought to borrow monies from commercial sources, and there can be no assurance that the Company will be able to borrow or otherwise obtain monies from commercial or other sources.

3. Reliance upon key personnel. The Company is largely dependent upon the personal efforts and abilities of Vance Harrison and his contribution to the Company. The loss or unavailability of the services from him may have a materially adverse effect upon the Company.

INDUSTRY-SPECIFIC RISK FACTORS

The Company’s business plan is based on the roll-up of individual Powersports dealerships (principally European motorcycle dealerships) into a dealership group of managed motorcycle dealer store-fronts. In addition to other risks associated with investing in the Company, an investment in this particular niche of this particular industry brings with it additional risks, including but not limited to the following:

1. Competition from other Powersports Groups. The Powersports industry is full of competitors, many of whom are more experienced and better capitalized than the Company. This competition exists not only at the dealership level, but also in the express niche of the Company as consolidators of motorsports dealerships. The presence of these motorsports dealer group competitors may negatively impact the Company in various ways, including but not limited to the following:

(a) These competitors may be able to bid more aggressively than the Company for the acquisition of new stores; (b) These competitors, many of whom have greater buying power, may be able to make more favorable deals with motorcycle manufacturers and other suppliers of parts and accessories; (c) These competitors may be able to offer better financing and insurance rates to customers. (d) A partial list of these competitors includes:

(i) Rumble On, Irving TX (/www.rumbleon.com); (ii) RideNow Powersports, Chandler AZ (www.ridenow.com/); (ii) Freedom Powersports, Houston TX (https://www.freedompowersportsusa.com/)

RumbleOn Inc., is publicly traded under the symbol RMBL. It is likely that more competition will arise in the future.

2. Competition from Automotive Groups. In addition to competition from Powersports dealer groups, there are many very well-established automotive dealer groups in the U.S. Some of these groups have begun to venture into motorsports dealerships. Notably, Zeigler Auto Group, which operates with 78 automotive franchises across 35 locations, owns and operates Zeigler Motorsports, an 85,000-square-foot motorsports dealership offering 15 different Powersports brands. The Company expects that more and more automotive dealer groups will begin to compete in the Powersports segment. Many of these automotive dealer groups are very well established, well capitalized and employ very experienced management teams.

3. Competition at the Dealership Level. To attain and maintain profitability and viability in the market, the individual dealerships under the Company management group must compete at the individual dealership level for customers and sales. The Powersports industry has traditionally been dominated by smaller operators, sometimes characterized as “mom and pop” stores. While the Company hopes to bring certain advantages of group buying and professional management to its stores, each dealership under the Company umbrella of companies, must ultimately compete with other dealerships for each sale. Some of these “Mom and Pop” stores are well established with loyal customer bases and a wealth of operational knowledge. On the other hand, in some markets, the dealerships under Company management will compete with other dealerships that are part of other motorsports management groups. Again, some of these dealerships are very likely to be well run, well established, and with loyal customer bases, in addition to the advantages expected from group buying and professional management. From one market to another this competition at the dealership level may be different, and of more or less risk. But the full or partial failures of individual dealerships to attain the results expected by the Company can adversely and significantly impact the profitability and maybe even the viability of the Company.

4. Competition from other Brands. The Company plans to specialize in European motorcycle brands, which is a relatively small niche of the overall Power Sports industry. Five motorcycle brands Harley-Davidson, Honda, Yamaha, Kawasaki, and Suzuki, currently dominate the market for motorcycles in the U.S., enjoying a combined market share of approximately 80%. These manufacturers and their dealers, and dealer networks, along with other brands and manufactures may be able to develop products with greater market appeal and reach, negatively impacting the prospects of the Company, and its luxury brands of Triumph, BMW, and Ducati.

5. Luxury Brands. The three brands, Triumph, BMW, and Ducati, are luxury brands, and at the premium end of the Powersports industry, both in terms of motorcycles and clientele. The three offer a wide range of motorcycles across most segments including "Super-Sport", “Sport”, "Touring", "Adventure", "Naked/Standard" and “Dual-Sport” motorcycles. These manufacturers offer motorcycles from just over $5,000 to in excess of $50,000, having recently ventured into the lower end of the market to serve new and younger customers. The market for luxury brands has historically been more volatile than other segments of the motorsports industry and represents an additional risk to the Company. The Company attempts to mitigate the inherent Premium market risk by diversifying across the above three brands and across different geographies in the US.

(a) Ducati. Ducati, which is owned by Volkswagen AG, claims a 10% market share in the U.S. among its target audience. 2021 was its record year in the USA, with the U.S. outperforming all major markets world-wide.

(b) BMW. BMW Motorrad operates in the premium segment of the global motorcycle sector. BMW sales worldwide achieved their all-time record in 2021. However, there was a drop in sales in the U.S.A. before the business disruption of the pandemic, with a recovery in 2021 yielding BMW Motorrad's second-best sales volume year in its U.S. history.

(c) Triumph. Triumph’s lineup of motorcycles starts at around $10,000 and rises to nearly triple that. In 2021, Triumph also notched all-time record sales world-wide, led by the U.S. market.

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

ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds

~~The~~During ~~Company realized $1,950,016 from~~ the ~~unregistered sale~~six ofmonths ~~its securities in the current quarter~~ ended January 31, 2022~~. Company continued with the sale of its securities~~, ~~such sales continuing~~the ~~through~~Company ~~April~~realized ~~18, 2022 in the amount of~~ $5180,~~005,034.~~000 ~~The~~from ~~following table represents~~ the ~~total~~unregistered sale of ~~the securities of the Company from October 2021~~90,000 ~~through~~shares ~~the end~~ of ~~April~~common ~~2022~~stock (~~shares~~share ~~enumerated~~information ~~post~~reflects ~~pending~~ 1 for 300 reverse stock split, effective on June 16, 2022):.

Security Type	Number Sold	Price Each	Dollar Amount Sold
Common Shares $0.001 Par Value	760,000	$2.00	$1,520,000
Class A Warrants	34	$1.00	$34
Series A Debentures	3	$500,000.00	$1,500,000
Series A Bonds	1,620	$1,000.00	$1,620,000
Series B Bonds	365	$1,000.00	$365,000
			$5,005,034

The proceeds of this unregistered offering were used to fund the operating deficit of the Company, and to provide working capital to fund future operating losses, as well as for the business objectives of the Company.

The ~~proceeds~~securities ofin ~~this~~the ~~unregistered~~transaction ~~offering~~described ~~was~~above were ~~used~~issued toin ~~fund~~reliance on the ~~operating deficit~~exemption from registration provided in Section 4(a)(2) of the ~~Company,~~Securities ~~and~~Act tofor ~~provide~~transactions ~~working~~not ~~capital~~involving any topublic ~~fund~~offering. ~~future~~All ~~operating~~certificates ~~losses,~~evidencing asthe ~~well~~shares assold ~~for~~bore ~~the~~a ~~business~~restrictive ~~objectives~~legend. ofNo underwriter participated in the offer and ~~Company~~sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

ITEM 3 - Defaults upon Senior Securities

None.

ITEM 4 - Mine Safety Disclosures

Not applicable.

ITEM 5 - Other Information

None.

ITEM 6 - Exhibits

Exhibit
Number	~~Description of Exhibit~~	Description of Exhibit
4.2	Description of Securities*	Description of Securities.(2)
31.1	Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*	Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
31.2	Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*	Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
99.1	~~Audit Committee Charter.(1)~~	Audit Committee Charter.(1)
99.2	~~Pre-Approval Procedures. (1)~~	Pre-Approval Procedures.(1)
101.INS	~~Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)~~	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Notes: (1) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2017.

Notes:
(1)	Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2017.
(2)	Incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 29, 2019.

19* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WECONNECT TECH INTERNATIONAL, INC.
	Motos America, Inc.
	By:	/s/ Vance Harrison
Date: September 12, 2023	By:	/s/ Vance Harrison
		Vance Harrison
		Chief Executive Officer and Director
Date: June 15, 2022

2024

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