Form 10-12G 3D PIONEER SYSTEMS, INC.

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549

 

FORM
10

 

GENERAL
FORM FOR REGISTRATION OF SECURITIES

PURSUANT
TO SECTION 12(b) OR 12(g) OF THE

SECURITIES
EXCHANGE ACT OF 1934

 

3D
PIONEER SYSTEMS, INC.

(Exact
Name of the Registrant as Specified in its Charter)

 

Nevada   46-2276094

(State
or Other Jurisdiction of

Incorporation
or Organization)

 

(IRS
Employer

Identification
No.)

 

Level
1, 220 Albert Road

South
Melbourne, VIC 3205 Australia

(Address
of Principal Executive Offices and Zip Code)

 

+61
408 002 099

(Registrant’s
Telephone Number, Including Area Code)

 

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

 

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

 

Common
Stock, Par Value $0.001

 

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

 

Large
accelerated filer
[  ] Accelerated
filer
[  ]
       
Non-accelerated
filer
[X]
Smaller
reporting company
[X]
       
    Emerging
growth company
[X]

 

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 7(a)(2)(B) of the Securities Act.
[  ]

 

 

 

TABLE
OF CONTENTS

 

 

 

ITEM
1: DESCRIPTION OF BUSINESS

 

Our
Company

 

3D
Pioneer Systems, Inc., a Nevada corporation (“DPSM”, the “Company, “we”, “us” or “our”)
is a public shell company seeking to create value for its shareholders by merging with another entity with experienced management
and opportunities for growth in return for shares of our common stock.

 

No
potential merger candidate has been identified at this time.

 

We
do not propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry. We have unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic conditions, and other factors.

 

The
selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources
and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire
any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential
business opportunity based on our management’s best business judgment.

 

Our
activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business,
and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without
the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of its lack of resources
and our inability to provide a prospective business opportunity with significant capital.

 

Our
History

 

Organization
and Corporate History

 

The
Company was incorporated in the state of Nevada on April 2, 2008, under the name Mobile Gaming International Corp. On October
13, 2014, the Company changed its name to 3D Pioneer Systems, Inc. The Company planned to develop and market mobile smart phone
and tablet applications. Its first application was an electronic prescription application for the medical, dental and veterinarian
fields called “Quickprescribe”. The Company never produced any revenues, and, in the summer of 2014, it terminated
all business activity.

 

On
August 14, 2019 District Court of Nevada appointed a custodian for the Company. On August 16, 2019, the Company filed a certificate
of revival with the state of Nevada.

 

The
Company filed its last audited financial statements for the years ended July 31, 2013 and 2012 on October 29, 2013. It filed its
last unaudited periodic report for the nine months ended April 30, 2014 on June 23, 2014.

 

Revenue

 

We
have no revenues for the years ended July 31, 2020 and 2019 or for our first quarter ended October 31, 2020.

 

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This
Form 10 contains forward-looking statements that may be affected by matters outside our control that could cause materially different
results.

 

Some
of the information in this Form 10 contains forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933. These statements express, or are based on, our expectations about future events. Forward-looking statements give our
current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking
terminology, such as, “may”, “will”, “expect”, “intend”, “project”,
“estimate”, “anticipate”, “believe” or “continue” or the negative thereof or similar
terminology. They include statements regarding our:

 

  /_/ financial
position,
     
  /_/ business
plans,

 

 

  /_/ budgets,
     
  /_/ amount,
nature and timing of capital expenditures,
     
   /_/ cash
flow and anticipated liquidity,
     
  /_/ future
operations of unknown nature costs,
     
  /_/ acquisition
and development of other technology,
     
  /_/ future
demand for any products and services acquired,
     
  /_/ operating
costs and other expenses.

 

Although
we believe the expectations and forecasts reflected in these and other forward-looking statements are reasonable, we can give
no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks
and uncertainties. Factors that could cause actual results to differ materially from expected results are described under “Risk
Factors” and include:

 

  /_/ general
economic conditions,
     
  /_/ our
cost of operations,
     
  /_/ our
ability to generate sufficient cash flows to operate,
     
  /_/ availability
of capital,
     
  /_/ the
strength and financial resources of our competitors,
     
  /_/ our
ability to find and retain skilled personnel, and
     
  /_/ the
lack of liquidity of our common stock.

 

Any
of the factors listed above and other factors contained in this Form 10 could cause our actual results to differ materially from
the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our
future results will meet our expectations. When you consider these forward-looking statements, you should keep in mind these risk
factors and the other cautionary statements in this Form 10. Our forward-looking statements speak only as of the date made.

 

General
Business Plan

 

Our
business plan to seek a merger has many uncertainties which pose risks to investors.

 

We
intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us
by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934
Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate
in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant
to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that
we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a
business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace
in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or
for other corporate purposes. All of these activities have risk to investors including dilution and management.

 

 

We
expect that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances
being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits
of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business
opportunities may occur in many different industries and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue
to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without
incurring the cost and time required to conduct an initial public offering.

 

The
analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to
concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present
associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we
will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial
requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition;
(v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii)
specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii)
potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades;
(xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity,
we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors.

 

We
will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.

 

Acquisition
Interest

 

In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business.
Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of
us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors
without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities
laws of the United States and any applicable state.

 

It
is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration
under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may
agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.
If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition
and is no longer considered an inactive company.

 

The
issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities
may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will
develop.

 

While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free”
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free
treatment under the Code, it may be necessary for the owner of the acquired business to own 80{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of the voting stock of
the surviving entity. In such event, our stockholders would retain less than 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the surviving
entity. This would result in significant dilution in the equity of our stockholders.

 

As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities,
obtain independent analysis of verification of certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The
manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires
of both parties, and the management of the opportunity.

 

 

With
respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities,
our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or
acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets
and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage
of shares held by our stockholders.

 

We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements.
Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific
representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing
and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of
bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults;
and (vi) include miscellaneous other terms.

 

As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within
a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available
at closing, or within time parameters necessary to ensure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing
documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction
is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated
with the proposed transaction.

 

Competition

 

We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have significantly greater financial and personnel resources and
technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue
to be at a significant competitive disadvantage compared to our competitors.

 

Investment
Company Act 1940

 

Although
we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject
to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business
of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment
interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to
register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination
from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material
adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

 

Intellectual
Property

 

We
own no intellectual property.

 

Employees

 

We
presently have no full time executive, operational or clerical staff.

 

Mr.
Shilow Shaffier is our CEO, President, CFO and Secretary. Mr. Agim Metalla is our sole director. Both Mr. Shaffier and Mr. Metalla
are part time and devote approximately 10 hours per week to Company affairs.

 

Factors
Effecting Future Performance

 

Rather
than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt
to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock
to create value for our shareholders.

 

Although
there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition
or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing
stockholders.

 

 

The
factors affecting our future performance are listed and explained below under the section “Risk Factors” below:

 

ITEM
1A: RISK FACTORS

 

We
need to find financing for our business idea which is uncertain and risky.

 

Our
plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to merge with another
entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our
shareholders. There can be no assurance that any of the events can be successfully completed, that any such business will be identified
or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there
is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such
a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage
of shares held by our current stockholders.

 

We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have significantly greater financial and personnel resources and
technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue
to be at a significant competitive disadvantage compared to our competitors.

 

You
should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully
consider these risk factors, as well as the other information contained in this Registration Statement, in evaluating our business
and us. Rather than our previous operating business, our business is now to seek to raise the debt and/or equity to meet our ongoing
operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return
for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will
be successfully completed or that any stockholder will realize any return on their shares after the new business plan has been
implemented.

 

RISKS
RELATED TO OUR COMPANY

 

WE
HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

 

As
of July 31, 2020, we had an accumulated deficit of $880,525 and a stockholders’ deficit of $19,155.

 

As
of October 31, 2020, we had an accumulated deficit of $1,019,331 and a stockholders’ deficit of $22,961.

 

Future
losses are likely to occur until we are able to merge with another entity with experienced management and opportunities for growth
in return for shares of our common stock to create value for our shareholders, as we have no sources of income to meet our operating
expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report
for the financial statements for the years ended July 31, 2020 and 2019, an explanatory paragraph stating that there is substantial
doubt about our ability to continue as a going concern.

 

OUR
EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES

 

We
have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term,
unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term
basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced
management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can
be no assurance that this series of events will be successfully completed.

 

WE
INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS

 

Our
sole strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify
a suitable acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition
opportunities, we compete with other companies with similar strategies. Competition for acquisition targets may result in increased
prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other
risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense,
diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to
retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet
these challenges has not been established.

 

 

WE
HAVE NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS
COMBINATIONS

 

We
have not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture
with or acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific
business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms
favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets, net
worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider
a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

 

WE
MAY BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS

 

Current
conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global
economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic
conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

 

BECAUSE
OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT
TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

 

Our
principal shareholder owns approximately 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our outstanding common stock. As a result, he effectively controls all matters
requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such
as mergers and related party transaction. This insider also has the ability to delay or perhaps even block, by his ownership of
our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing
a change in control of our company that you might view favorably.

 

OUR
DIRECTOR MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.

 

Certain
conflicts of interest may exist between our sole director and us. Our Director has other business interests to which he devotes
his attention and may be expected to continue to do so although management time should be devoted to our business. As a result,
conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties
to us. See “Directors and Executive Officers” (page 19 below), and “Conflicts of Interest.” (page 20 below).

 

WE
MAY DEPEND UPON OUTSIDE ADVISORS; WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

 

To
supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts,
appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection
of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without
a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect
to hire persons who are affiliates, if they are able to provide the required services.

 

 

RISKS
RELATED TO OUR SECURITIES

 

REDUCTION
OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS

 

Our
primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in
us issuing securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our
common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in
a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect
on the percentage of the shares held our stockholders.

 

THE
REGULATION OF PENNY STOCKS BY SEC AND NASD MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.

 

Our
securities are currently listed for trading on the Over the Counter Pink. Our shares are subject to a Securities and Exchange
Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other
than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means,
in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000).

 

For
transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive
the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell our securities and also may affect the ability of sellers to sell their securities in any market that might
therefore develop.

 

In
addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934,
as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply
to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market
that might develop for them.

 

Shareholders
should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years
from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated
to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being
established with respect to our securities.

 

The
shares of our common stock may be thinly traded on the Pink Sheets, meaning that the number of persons interested in purchasing
our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is
attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts,
stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that
even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early
stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more
seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common
stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on Securities price.

 

 

THE
COMPANY IS A SHELL COMPANY AND AS SUCH SHAREHOLDERS CANNOT RELY ON THE PROVISIONS OF RULE 144 FOR RESALE OF THEIR SHARES UNTIL
CERTYAIN CONDITIONS ARE MET.

 

The
Company is a shell company as defined under Rule 405 of the Securities Act of 1933 as a registrant that has no or nominal operations
and either no or nominal assets, or assets consisting only of cash or cash equivalents and/or other nominal assets. As securities
issued by a shell company, the securities issued by the Company can only be resold by filing a registration statement for those
shares or utilizing the provisions of Rule 144 once certain conditions are met, to wit: (i) the Company has ceased to be a shell
company (ii) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
(iii) the Company has filed all required reports under the Exchange Act of the preceding 12 months and (iv) one year has elapsed
since the Company filed “Form 10” information.

 

Thus,
a shareholder of the Company will not be able to sell its shares until such time as a registration statement for those shares
is filed or the Company has ceased to be a shell company either by effecting a business combination or by developmental growth,
the Company has remained current on its Exchange Act filings for 12 months and the Company has filed the information as would
be required by a “Form 10” filing (e.g. audited financial statements, management information and compensation, shareholder
information, etc.)

 

THE
PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

 

There
is currently a limited market for our stock. It may be subject to volatility, low volumes of trades and large spreads in bid and
ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively
small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our
stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common
stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume
trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have
to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations
and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can
be given that an
active market in our common stock will develop or be sustained. If an active market does not develop, holders
of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

 

LOSS
OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.

 

We
may issue further Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that
would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders
and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result
in a greatly reduced percentage of ownership of us by our current Shareholders.

 

WE
DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

 

We
do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

WE
MAY BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS

 

The
business of selecting and entering into a merger is fraught with all kinds of issues. For instance, the business may need capital
that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill
conceived, and not executed, or competitive factors cause business failure. There are many other factors in addition to these,
as may have been discussed above in “Risk Factors” which could cause our company to fail and the investor’s
capital will be at risk.

 

Outbreaks
of epidemic diseases, including COVID-19, could adversely impact our business operations

 

Our
business, operations and financial condition could be materially adversely affected by public health crises, including epidemics,
pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly
impacting the global economy, including retail, commodity and financial markets. The full extent and impact of the COVID-19 pandemic
is unknown and, to date, has included volatility in financial markets, volatility in commodity prices (including precious metals),
significant restrictions on travel, temporary business closures, quarantines, and a general reduction in economic and consumer
activity, globally, all of which raise concern about a prolonged global recession. In addition, the COVID-19 outbreak may result
in operating, supply chain and project development delays which may have material adverse effects on the operations of our current
and planned supplier and customers. Such third party operations may be suspended for precautionary purposes, or due to the imposition
of emergency measures or other government action to combat the spread of COVID-19. If the operation or development of one or more
third party businesses upon which we rely is suspended, it may have a material adverse impact on our results of operations and
financial condition, or on the trading price of our securities. As at the date of this Report, the duration of any business disruptions
and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how we may be
affected if the COVID-19 outbreak persists for an extended period of time.

 

 

ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This
Form 10 contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general
economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and
analysis of our financial condition and results of operations should be read together with the audited financial statements and
accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided
pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections
of future events. Refer also to “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements”
in Item 1 above.

 

The
Company has been inactive since the summer of 2014. The Company has not had any revenues from operations during the last six fiscal
years nor any interim period in the current fiscal year for which financial statements are furnished in this Registration or amendments
thereto. Therefore, the Company is not able to nor is it required to provide comparative period-to-period analysis of its operations
pursuant to Item 303 of Regulation B.

 

Plan
of Operations

 

We
are currently investigating to acquire a target company or business seeking the perceived advantages of being a publicly held
corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our
potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type
of business.

 

The
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing
business combinations and administering the Company’s business for the next 12 months are established to be as follows:

 

  (i) filing
of Exchange Act reports, (approximately $25,000) and
  (ii) costs
relating to consummating an acquisition (approximately $10,000) and
  (iii) General
Administrative Expenses (approximately $6,000).

 

To
the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the
Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners,
licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The
Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate
that existing shareholders will provide any portion of the Company’s future financing requirements. Mr. Shaffier, the President
and ABRAR Investment Pty Ltd (“ABRAR”) the principal shareholder of the Company, would favorably entertain funding,
through loans, the corporate expenses for approximately 24 months. Any loans by them would be on an interest-free basis, documented
by a promissory note and payable only upon consummation of a business combination transaction. Upon consummation of a business
combination, we or the target may reimburse them for any such loans from funds furnished by the target. We have no written agreement
with Mr. Shaffier or with ABRAR to advance any further funds for future operating expense, therefore there is no assurance that
such funds from Mr. Shaffier or ABRAR will be forth coming, if required.

 

No
assurance can be given that additional financing will be available when needed or that such financing will be available on terms
acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures
for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect
on the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

 

The
Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may
be experiencing financial or operating difficulties and is in need of additional capital. Since the Company does not have any
assets or revenues, any capital required for future growth would have to be provided by the target company. In the alternative,
a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital,
but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public offering.

 

Although
our officers and/or or directors have had preliminary contacts or discussions with representative of other entities regarding
a business combination with us, no verbal or written commitments have been entered into. Any target business that is selected
may be a financially unstable company or an entity in its early stages of development or growth, including entities without established
records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity
in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent
in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

 

Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing,
and the dilution of interest for present and prospective shareholders, which is likely to occur as a result of our management’s
plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification
should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one
venture against gains from another.

 

The
Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes
that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals
of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially
available business combinations may occur in many different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

Sources
of Business Opportunities

 

The
Company intends to use various sources in its search for potential business opportunities including its officers and directors,
consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who
may present management with unsolicited proposals. Because of the Company’s limited capital, it may not be able to retain
on a fee basis professional firms specializing in business acquisitions and reorganizations. The Company will most likely have
to rely on outside sources, not otherwise associated with the Company that will accept their compensation only after the Company
has finalized a successful acquisition or merger. The Company will rely upon the expertise and contacts of such persons, use notices
in written publications and personal contacts to find merger and acquisition candidates, the exact number of such contacts are
dependent upon the skill and industriousness of the participants and the conditions of the marketplace. To date the Company has
not engaged nor entered into any definitive agreements nor understandings regarding retention of any consultant to assist the
Company in its search for business opportunities, nor is management presently in a position to actively seek or retain any prospective
consultants for these purposes.

 

The
Company does not intend to restrict its search to any specific kind of industry or business. The Company may investigate and ultimately
acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate
existence and development. Management cannot predict at this time the status or nature of any venture in which the Company may
participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does
not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes
that the Company could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation
without the time and expense typically associated with an initial public offering.

 

Evaluation

 

Once
the Company has identified a particular entity as a potential acquisition or merger candidate, management will seek to determine
whether acquisition or merger is warranted or whether further investigation is necessary. Such determination will generally be
based on management’s knowledge and experience, (limited solely to working history) See “Item 5. Directors, Executive
Officers, Promoters and Control Persons”. Management may elect to engage outside independent consultants to perform preliminary
analysis of potential business opportunities. However, because of the Company’s limited capital it may not have the necessary
funds for a complete and exhaustive investigation of any particular opportunity. Management will not devote full time to finding
a merger candidate, will continue to engage in outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.

 

In
evaluating such potential business opportunities, the Company will consider, to the extent relevant to the specific opportunity,
several factors including potential benefits to the Company and its shareholders; working capital, financial requirements and
availability of additional financing; history of operation, if any; nature of present and expected competition; quality and experience
of management; need for further research, development or exploration; potential for growth and expansion; potential for profits;
and other factors deemed relevant to the specific opportunity.

 

 

Because
the Company has not located or identified any specific business opportunity as of the date hereof, there are certain unidentified
risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance
following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business
is already operating, that it will continue to operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market strategies which may not ultimately prove successful.

 

Form
of Potential Acquisition or Merger

 

Presently
the Company cannot predict the manner in which it might participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed, and, upon the basis of that review, a suitable legal structure or method of participation will be
chosen. The particular manner in which the Company participates in a specific business opportunity will depend upon the nature
of that opportunity, the respective needs and desires of the Company and management of the opportunity, and the relative negotiating
strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint
venture, license, partnership, stock purchase, reorganization, merger or consolidation. The Company may act directly or indirectly
through an interest in a partnership, corporation, or other form of organization however, the Company does not intend to participate
in opportunities through the purchase of minority stock positions.

 

Because
of the Company’s current status of inactivity since 2014 and its concomitant lack of assets and relevant operating history,
it is likely that any potential merger or acquisition with another operating business will require substantial dilution to the
Company’s existing shareholder’s interests. There will probably be a change in control of the Company, with the incoming
owners of the targeted merger or acquisition candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business opportunity candidates, since this issue will depend
to a large degree on the economic strength and desirability of each candidate, and the corresponding relative bargaining power
of the parties. However, management will endeavor to negotiate the best possible terms for the benefit of the Company’s
shareholders as the case arises. Management may actively negotiate or otherwise consent to the purchase of any portion of their
common stock as a condition to, or in connection with, a proposed merger or acquisition. In such an event, existing shareholders
may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction. The payment of any compensation
to any director, officer or promoter would never be a condition to which a target company would have to agree to prior to completing
a business compensation.

 

Management
does not have any plans to borrow funds to compensate any persons, consultants, or promoters in conjunction with its efforts to
find and acquire or merge with another business opportunity. Management does not have any plans to borrow funds to pay compensation
to any prospective business opportunity, or shareholders, management, creditors, or other potential parties to the acquisition
or merger. In either case, it is unlikely that the Company would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company’s securities would also be unfeasible, and
management does not contemplate any form of new public offering at this time. In the event that the Company does need to raise
capital, it would most likely have to rely on the private sale of its securities. Such a private sale would be limited to persons
exempt under the Commissions’ Regulation D or other rule, or provision for exemption, if any applies. However, no private
sales are contemplated by the Company’s management at this time. If a private sale of the Company’s securities is
deemed appropriate in the future, management will endeavor to acquire funds on the best terms available to the Company. However,
there can be no assurance that the Company will be able to obtain funding when and if needed, or that such funding, if available,
can be obtained on terms reasonable or acceptable to the Company. The Company does not anticipate using Regulation S promulgated
under the Securities Act of 1933 to raise any funds any time within the next year, subject only to its potential applicability
after consummation of a merger or acquisition.

 

 

In
the event of a successful acquisition or merger, a finder’s fee, in the form of cash or securities of the Company, may be
paid to persons instrumental in facilitating the transaction. The Company has not established any criteria or limits for the determination
of a finder’s fee, although most likely an appropriate finder’s fee will be negotiated between the parties, including
the potential business opportunity candidate, based upon economic considerations and reasonable value as estimated and mutually
agreed upon at that time. A finder’s fee would only be payable upon completion of the proposed acquisition or merger in
the normal case, and management does not contemplate any other arrangement at this time. Current management has not in the past
used any particular consultants, advisors or finders. Management has not actively undertaken a search for, or retention of, any
finder’s fee arrangement with any person. It is possible that a potential merger or acquisition candidate would have its
own finder’s fee arrangement, or other similar business brokerage or investment banking arrangement, whereupon the terms
may be governed by a pre-existing contract; in such case, the Company may be limited in its ability to affect the terms of compensation,
but most likely the terms would be disclosed and subject to approval pursuant to submission of the proposed transaction to a vote
of the Company’s shareholders. Management cannot predict any other terms of a finder’s fee arrangement at this time.
If such a fee arrangement was proposed, independent management and directors would negotiate the best terms available to the Company
so as not to compromise the fiduciary duties of the representative in the proposed transaction, and the Company would require
that the proposed arrangement would be submitted to the shareholders for prior ratification in an appropriate manner.

 

Inflation

 

In
the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management
will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

Off-Balance
Sheet Arrangements

 

Per
SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations,
liquidity, capital expenditures, or capital resources that are material to investors. As of July 31, 2020, and October 31, 2020,
we have no off-balance sheet arrangements.

 

Accounting
for Acquisitions

 

In
accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination,
which requires that the assets acquired, and liabilities assumed constitute a business. Each business combination is then accounted
for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event
as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill
or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately
expense acquisition-related costs and fees associated with business combinations.

 

CRITICAL
ACCOUNTING POLICIES

 

Our
discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have
been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these
financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience
and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.

 

An
accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or
changes in the accounting estimate that are reasonably likely to occur, could materially impact the financial statements. We believe
that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation
of the financial statements.

 

 

Use
of Estimates

 

Preparing
financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results
and outcomes may differ from management’s estimates and assumptions.

 

Basic
and Diluted Loss per Share

 

Basic
loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding
common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no
potentially dilutive instruments outstanding during the periods presented.

 

Income
Taxes

 

The
Company follows the asset and liability method of accounting for future income taxes. Under this method, future income tax assets
and liabilities are recorded based on temporary differences between the carrying amount of assets and liabilities and their corresponding
tax basis. In addition, the future benefits of income tax assets including unused tax losses, are recognized, subject to a valuation
allowance to the extent that it is more likely than not that such future benefits will ultimately be realized. Future income tax
assets and liabilities are measured using enacted tax rates and laws expected to apply when the tax liabilities or assets are
to be either settled or realized. The Company’s effective tax rate approximates the Federal statutory rates.

 

CONTROLS
AND PROCEDURES

 

As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this registration statement, being July 31, 2020.
This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer.

 

Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed
under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President and Chief Financial
Officer, to allow timely decisions regarding required disclosure.

 

Based
upon that evaluation, including our President and Chief Financial Officer, we have concluded that our disclosure controls and
procedures were ineffective as of the end of the period covered by this registration statement.

 

Management’s
Report on Internal Control over Financial Reporting

 

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial
reporting as of July 31, 2020 based on criteria established in Internal Control-Integrated Framework 2013 issued by the
Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as
of July 31, 2020, our internal control over financial reporting was not effective. Our management identified the following
material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small
staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

 

We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered
by this registration statement on Form 10-12G, we have not been able to remediate the material weaknesses identified above. To
remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2021: (i) appoint
additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient
written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely
dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful
in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This
registration statement does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm because
as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

Changes
in Internal Control Over Financial Reporting

 

There
were no changes in our company’s internal control over financial reporting as of October 31, 2020 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations
on the Effectiveness of Internal Controls

 

Our
management, which consists of our sole officer, does not expect that our disclosure controls and procedures or our internal control
over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter
how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives
will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented
by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design
of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation
of controls effectiveness to future periods are subject to risk.

 

SUBSEQUENT
EVENTS

 

On
December 1, 2020, in connection with the closing of the Stock Purchase Agreement (the “SPA”) dated October
30, 2020 between Barbara Bauman, the principal shareholder of the Company (“Seller”) and ABRAR Investments Pty Ltd.,
(the “Buyer” or “ABRAR”) the Buyer acquired 250,000,000 shares of common stock representing approximately
70 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding shares of the Company and 1,000 shares of Series A Preferred Stock. The Buyer is an Australian
ATF Trust, whose sole beneficiary is Mr. Jing Tai Chong.

 

Also,
on
December 1, 2020, the Company issued 1,000,000 shares of
its common stock to ABRAR in exchange for the return and cancellation of the 1,000 shares of Series A Preferred
Stock.

 

We
have evaluated subsequent events after October 31, 2020 through the date this report was filed and have determined there have
been no additional subsequent events for which disclosure is required.

 

 

Results
of Operations
 

 

For
the years ended July 31, 2020 and 2019, and for the three months ended October 31, 2020 and 2019, the Company had no revenues.
As of July 31, 2020 and 2019, the Company had working capital deficits of $19,155 and $2,700, respectively. The deficits were
attributable to loans due to a related party of $18,655 and $0, and accounts payable of $500 and $2,700 at July 31, 2020 and 2019,
respectively. The working capital deficit at October 31, 2020 was $22,961, which was attributable to loans due to a related
party of $22,155, and accounts payable of $806. As of July 31, 2020 and 2019 and October 31, 2020, the Company had no assets.

 

During
the years ended July 31, 2020 and 2019, the Company incurred general and administrative expenses of $20,415 and $1,200, respectively,
resulting in net losses of those same amounts. The increase in expenses from 2019 to 2020 is a result of reviving the Company
from its prior dormant state. 

 

During
the three months ended October 31, 2020 and 2019, the Company incurred consulting expense of $135,000 and $0, respectively, and
general and administrative expenses of $3,806 and $8,760, respectively, resulting in a net loss of $138,806 and $8,760, respectively.
The increase in consulting expense from 2019 to 2020 is the result of the issuance of stock to the Company’s officer/director
for services rendered during 2020. The decrease of general and administrative expenses from 2019 to 2020 is due to not having
expenses associated with reviving the Company in 2019. 

 

Liquidity
and Capital Resources

 

As
of July 31, 2020, and 2019, and October 31, 2020, we had a cash balance of $0. Due to the lack of revenue, the Company’s
operations are primarily funded by the Company’s principal shareholder.

 

Operating
Activities

 

Net
cash used in operating activities was $18,655 for the year ended July 31, 2020 compared with net cash used in operating activities
of $0 during the prior year. During the year ended July 31, 2020, the net cash used in operating activities was attributed to
net loss of $20,415, offset by preferred stock issued for service of $3,960 and a decrease in accounts payable of $2,200. During
the year ended July 31, 2019, the net cash used in operating activities was attributed to net loss of $1,200, offset by an increase
in accounts payable of $1,200.

 

Net
cash used in operating activities was $3,500 for the three months ended October 31, 2020 compared with net cash used in operating
activities of $7,300 the quarter ended October 31, 2019. During the quarter ended October 31, 2020, the net cash used in operating
activities was attributed to net loss of $138,806, offset by common stock issued for service of $135,000 and an increase in accounts
payable of $306. During the quarter ended October 31, 2019, the net cash used in operating activities was attributed to net loss
of $8,760, offset by expenses paid by a related party in the Company’s behalf of $3,960 and a decrease in accounts payable
of $2,500.

 

Investing
Activities

 

We
neither generated nor used cash in investing activities during the three months ended October 31, 2020 and 2019 or for the years
ended July 31, 2020 and 2019.

 

 

Financing
Activities

 

During
the year ended July 31, 2020, net cash from financing activities was $18,655 compared to $0 during the year ended July 31, 2019
attributed to proceeds from loans from related parties to fund operation.

 

We
generated cash in financing activities during the three months ended October 31, 2020 and 2019 of $3,500 and $7,500, respectively,
from loans from a related party.

 

During
the year ended July 31, 2020, we issued preferred stock valued at $540 for settlement of $3,960 in related party debt, resulting
in a gain on debt forgiveness of $3,420 recorded to APIC. These transactions occurred during the three months ended October 31,
2019, and as such were reported as non-cash financing activities in the statements of cash flows in both the annual audited and
quarterly unaudited financial statements.

 

Going
Concern

 

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the
accompanying financial statements, we have incurred net losses of $20,415 and $1,200 for the years ended July 31, 2020 and 2019,
respectively, and have a working capital deficit of $19,155 and $2,700 as of July 31, 2020 and 2019, respectively, which raise
substantial doubt about the Company’s ability to continue as a going concern.

 

Management
believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future
and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash
flows, if ever. Management plans to seek additional debt and/or equity financing for the Company but cannot assure that such financing
will be available on acceptable terms.

 

The
Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate
sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a
“going concern” qualification in their Report of Independent Certified Public Accountants accompanying our audited
financial statements appearing elsewhere herein which cites substantial doubt about our ability to continue as a going concern.
Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of
this uncertainty cannot be assured.

 

The
accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There
can be no assurance that management will be successful in implementing its business plan or that the successful implementation
of such business plan will actually improve our operating results.

 

ITEM
3: PROPERTIES

 

The
Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses an office provided
by the Abrar Investments Pty Ltd, the major shareholder of the Company, at no cost to the Company. Abrar Investments Pty Ltd has
agreed to continue this arrangement until the Company completes an acquisition or merger. We presently do not own any equipment,
and do not intend to purchase or lease any equipment prior to or upon completion of a business combination.

 

ITEM
4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The
following table sets forth as January 15, 2021 the number and percentage of the outstanding shares of common stock, which, according
to the information available to us, were beneficially owned by:

 

(i) each
person who is currently a director,
   
(ii) each
executive officer,
   
(iii) all
current directors and executive officers as a group, and
   
(iv) each
person who is known by us to own beneficially more than 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our outstanding common stock.

 

 

Except
as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially
owned, subject to community property laws where applicable.

 

Name
and Address of Beneficial Owner
  Number
of Common Shares
    Percent
of Class
 
Shilow Shaffier, CEO, President,
CFO and Secretary (1)
    -0-       -0- {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Agim Metalla, Director (1)     -0-       -0- {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
ABRAR Investments Pty Ltd (2)     250,000,000       69.7 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Alexandros Tsingos (3)     55,032,000       15.4 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
All executive officers, beneficial owners,
and directors as a group (2)
    -0-       -0- {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

(1)
c/o Level 1, 220 Albert Road, South Melbourne, VIC 3205 Australia

(2)
The principal owner of ABRAR Investments Pty Ltd is ATF Buna Investment Trust whose sole beneficiary is Jing Tai Chong and its
address is 62 Astor Terrace, Spring Hill, OLD 4000 Australia

(3)
Frizi 13, 115 24, Athens, Greece

 

ITEM
5: DIRECTORS AND EXECUTIVE OFFICERS

 

Directors
and Executive Officers

 

The
following table sets forth the names, ages, and positions with us for each of our directors and officers as of January 15, 2021:

 

Name   Age   Position   Since
Shilow
Shaffier
  46   CEO,
President, CFO, and Secretary
  Nov.
2020
Agim
Metalla
  47   Director   Nov.
2020

 

Shilow
Shaffier,
was appointed CEO, President, and CFO of the Company upon the change of control in November 2020. He was appointed
Secretary in December 2020. Mr. Shaffier is an experienced and successful leader of business transformations with technology and
finance specializations. Having spent over 17 years in the technology industry, Shilow has advanced skills in rapidly repairing,
growing and scaling companies. Using this experience and insight, he drives high growth and focused transformational change that
yields profitable results. Between January 2018 and May 2020, Mr. Shaffier was the CEO of Workstar Technologies Pty Ltd, a private
Australian company, offering tailored digital content and corporate learning to major Australian and international corporations.
Previously between January 2016 and December 2017 he was the Technology Investment Manager for Simonds Family Office, a private
Australian company.

 

After
growing up in central Queensland’s mining hub and commencing a Law degree at James Cook University QLD, Shilow moved to
Melbourne to start his career within the tech sector. Commencing as in sales, Shilow enjoyed rapid success and quickly began managing
sales teams, later he moved into strategic executive level appointments. Shilow has worked closely with DELL EMC, Interactive,
Telstra, Optus, HP, IBM, Gartner, Google, Cisco, Microsoft, Amazon, Game Developers Associations, Education and Government bodies
building relationships and delivering multi-million-dollar contracts. Mr. Shaffier is a current member of Mensa and AICD and participates
in various speaking engagements.

 

Agim
Metalla,
was appointed Director of the Company in December 2020 after the change of control in November 2020. Mr. Metalla
is a multi-lingual professional with global experience in Business Development Management and Leadership skills, Sales and Marketing,
Problem Solving Techniques, Operations Excellence and Continuous Improvement. Ready for a new challenge with a progressive local
or international organization. From June 2007 to the present Mr. Metalla has been the Operations Director for Expitris Worldwide
Sdn Bhd, a Malaysian company, providing training, in house/onsite workshops, and benchmarking of successful businesses in Malaysia
and South- east Asia. Mr Metalla has a Masters of Comparative Law from IUM Kuala Lumpur, Malaysia and a bachelor’s degree
from the University of Medina, Kingdom of Saudi Arabia. Mr. Metalla speaks, English, Arabic, Bahasa (Malay) and Italian and is
a tutor to law students at IUM.

 

Audit
Committee

 

The
Company does not presently have an Audit Committee and the entire Board acts in such capacity for the immediate future due to
the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint
an Audit Committee.

 

In
lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial
reporting and the external audits of the Company, to provide to the Board of Directors (the “Board”) the results of
its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal
control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem
necessary to make the Board aware of significant financial matters that require Board attention.

 

 

Compensation
Committee

 

The
company does not presently have a Nominating Committee and the Board acts in such capacity for the immediate future due to the
limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a
Compensation Committee.

 

The
Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation
to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to
all employees.

 

Nominating
Committee

 

The
Company does not have a Nominating Committee and the Board acts in such capacity.

 

Code
of Conduct and Ethics

 

To
date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because
the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this
time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination
that results in the acquisition of an on-going business and thereby commences operations.

 

CONFLICTS
OF INTEREST – GENERAL

 

Our
sole director and officer is, or may become, in his individual capacities, an officer, director, controlling shareholder and/or
partner of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among
other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While our
sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business
such time as he believes to be necessary.

 

CONFLICTS
OF INTEREST – CORPORATE OPPORTUNITIES

 

Presently
no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business
to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary
duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer
and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement
as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person
or business opportunity from any affiliate or any client of any such person.

 

ITEM
6: EXECUTIVE COMPENSATION

 

During
the two years ended July 31, 2020 and 2019, no salaries were paid to any officers or directors.

 

Executive
compensation during the years ended July 31, 2020 and 2019 was as follows:

 

NAME
AND PRINCIPAL POSITION
  YEAR     SALARY
(S)
    BONUS
(S)
    STOCK
AWARDS ($)
   

OPTIONS

AWARDS
($)

     NONQUALIFIED
DEFERRED COMPENS- ATION ($)
    ALL
OTHER COMP ($)
    TOTAL
($)
 
Shilow Shaffier,
CEO,
CFO, SEC. (1)
    2020       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Agim Metalla, Dir.(2)     2020       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Barbara M. Bauman,     2020       -0-       -0-       135,000
      -0-       -0-       -0-       135,000  
Director, CEO, CFO (2)     2019       -0-       -0-       -0-       -0-       -0-       -0-       -0-  

 

(1)
On November 22, 2020, Mr. Shilow Shaffer was appointed as CEO, Pres. and CFO.

(2)
On December 1, 2020, Mr. Metalla was appointed as a Director

(3)
On November 22, 2020 Ms. Bauman resigned as CEO, CFO, SEC. and Director

 

 

Employment
Agreement

 

We
do not have any employment agreements with our officers.

 

Stock
Option Plan

 

We
do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.

 

Employee
Pension, Profit Sharing or other Retirement Plans

 

We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such
plans in the future.

 

Director’s
Compensation

 

At
present we do not pay our directors for attending meetings of our Board of Directors, although we expect to adopt a director compensation
policy by the end of the current year.

 

ITEM
7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Employee
Benefit Plans

 

We
have no employee benefit plans or stock option plans.

 

ITEM
8: LEGAL PROCEEDINGS

 

Neither
we nor any of our officers, directors or holders of five percent or more of its common stock is a party to any pending legal proceedings
and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent
or more of its common stock have been threatened or is pending against us.

 

ITEM
9: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market
Price and Stockholder Matters

 

Shares
of our common stock trade in the pink sheets market and quotations for the common stock are listed in the “Pink Sheets”
produced by the OTC Markets under the symbol “DPSM”.

 

 

The
following table sets forth for the respective periods indicated the prices of our common stock in this market as reported and
summarized by the National Quotation Bureau. Such prices are based on inter-dealer bid and asked prices, without markup, markdown,
commissions, or adjustments and may not represent actual transactions. During the fiscal years ended July 31, 2020 and 2019 and
for the first three months ended October 31, 2020 the company’s common stock had a trading history as follows:

 

Fiscal Year 2019:   High     Low  
October 31, 2018   $ 0.01     $ 0.0021  
January 31, 2019   $ 0.0030     $ 0.0020  
April 30, 2019   $ 0.005     $ 0.0021  
July 31, 2019   $ 0.01     $ 0.0018  
                 
Fiscal Year 2020:                
                 
October 31, 2019   $ 0.025     $ 0.0070  
January 31, 2020   $ 0.027     $ 0.0054  
April 30, 2020   $ 0.01     $ 0.0034  
July 30, 2020   $ 0.011     $ 0.0040  
                 
Fiscal Year 2021:                
                 
October 31, 2020   $ 0.029     $ 0.0072  
November 1 thru December 31, 2020   $ 0.0387     $ 0.0150  

 

Last
Reported Price

 

On
January 15, 2021, the closing price of our shares of common stock reported on the Pink Sheets was $0.0214 per share.

 

Record
Holders

 

There
were 33 holders of record as of January 15, 2021; however, we believe the number of beneficial holders of our shares of common
stock to be approximately 350. In many instances, a registered stockholder is a broker or other entity holding shares in street
name for one or more customers who beneficially own the shares.

 

Transfer
Agent

 

Our
transfer agent is Globex Transfer, LLC. 280 Deltona Blvd., Suite 202, Deltona, FL 32725. Their telephone number is (813) 344-4490.

 

Dividend
Policy

 

We
have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined
by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash
needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments,
and any future credit arrangements may then impose.

 

Penny
Stock.

 

Penny
Stock Regulation Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain
penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges
or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange/system or sold to established customers or accredited investors.

 

The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market
value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior
to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser’s written agreement to the transaction.

 

These
disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that
becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it
more difficult to sell their securities.

 

 

ITEM
10: RECENT SALES OF UNREGISTERED SECURITIES

 

Shares
of Common Stock

 

We
have sold no unregulated securities in the past two years.

 

ITEM
11: DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

 

Description
of Common Stock

 

We
are authorized to issue 599,999,000 shares of our Common Stock, $0.001 par value (the “Common Stock”). Each share
of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available
therefore, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary,
to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder
of Common Stock is entitled to one vote per share for all purposes, except that in the election of directors, each holder shall
have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall
not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights,
redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional
shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares
of Common Stock have equal voting rights, and voting rights are not cumulative.

 

A
total of 358,525,256 shares of common stock are currently outstanding on the date of this Form 10 registration statement.

 

Description
of Preferred Stock

 

On October 16, 2019, the Board of Directors
authorized and approved to create a new class of voting preferred stock called “Series A Preferred Stock,” consisting
of 1,000 shares authorized, $0.001 par value. The Series A Preferred Stock is not convertible into any other class or series of
stock and shall not be entitled to receive any dividend except as may be declared by the Board of Directors. On all matters to
come before the shareholders of the Company, the holder of Series A Preferred shall be entitled to 1,000,000 votes per share.

 

No
shares of Preferred Stock are currently issued or outstanding.

 

ITEM
12: INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our
articles provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable
to the Company or our stockholders for damages for breach of such director’s or officer’s fiduciary duty. The effect
of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative
suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a
director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our articles are necessary to attract and retain qualified
persons as directors and officers.

 

Nevada
corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason
of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful.

 

ITEM
13: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our
audited financial statements for the years ended July 31, 2020 and 2019 and unaudited financial statements for the three-month
periods ended October 31, 2020 and 2019 appear at the end of this registration statement on pages F-1 though F-16.

 

ITEM
14: CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

On
December 3, 2020, we appointed Pinnacle Accountancy of Utah, 1438 N. Highway 89, Suite 120, Farmington, Utah 84025 as our new
independent auditors.

 

There
have been no disagreements with the independent registered public accounting firm regarding accounting and financial disclosure.

 

ITEM
15: FINANCILA STATEMENTS, AND EXHIBITS

 

(a)
Financial Statements

 

Our
audited financial statements for the years ended July 31, 2020 and 2019 and unaudited financial statements for the three-month
periods ended October 31, 2020 and 2019 appear at the end of this registration statement on pages F-1 though F-16.

 

(b)
Exhibits

 

See
the Exhibit Index beginning following the signature page.

 

 

Audited
Financial Statements for the Years Ended July 31, 2020 and 2019

 

 

Unaudited
Financial Statements for the Three Months Ended October 31, 2020 and 2019

 

 

 

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To
the Board of Directors and Stockholders

3D
Pioneer Systems, Inc.

South
Melbourne, Australia

 

Opinion
on the Financial Statements

 

We
have audited the accompanying balance sheets of 3D Pioneer Systems, Inc. (the Company) as of July 31, 2020 and 2019, and the related
statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes
(collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of July 31, 2020 and 2019 and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Consideration
of the Company’s Ability to Continue as a Going Concern

 

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has
suffered recurring losses and has no operations, which raise substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 

Basis
for Opinion

 

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

 

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

 

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

 

/s/
Pinnacle Accountancy Group of Utah
 

 

We
have served as the Company’s auditor since 2020.

 

Pinnacle
Accountancy Group of Utah

(a
dba of Heaton & Company, PLLC)

Farmington,
Utah

January
21, 2021

 

 

3D
PIONEER SYSTEMS, INC.
Balance Sheets

 

    July 31,     July 31,  
    2020     2019  
             
ASSETS                
Current Assets                
Cash   $     $  
Total Current
Assets
           
                 
 TOTAL ASSETS   $     $  
                 
LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT)
               
LIABILITIES                
Current Liabilities                
Accounts
payable
    500       2,700  
Due
to related party
    18,655        
Total Current
Liabilities
    19,155       2,700  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)                
Series A Preferred
stock, $0.001 par value; 1,000 shares authorized and 1,000 and 0 shares issued and outstanding as of July 31, 2020 and July
31, 2019, respectively
    1        
Common stock, $0.001
par value; 599,999,000 shares authorized, 108,525,256 shares issued and outstanding
    108,525       108,525  
Additional paid-in
capital
    752,844       748,885  
Accumulated
deficit
    (880,525 )     (860,110 )
Total Stockholders’
Equity (Deficit)
    (19,155 )     (2,700 )
                 
TOTAL LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $     $  

 

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

 

 

3D
PIONEER SYSTEMS, INC.
Statements of Operations

 

    For
the year ended July 31,
 
    2020     2019  
             
Revenue   $     $  
Total Revenue            
                 
Expenses                
General
& administrative expenses
    20,415       1,200  
Total Operating
Expenses
    20,415       1,200  
                 
Loss from Operations     (20,415 )     (1,200 )
                 
Net Loss   $ (20,415 )   $ (1,200 )
                 
Loss per share
– basic and diluted
  $ (0.00 )   $ (0.00 )
                 
Weighted average
number of common shares outstanding – basic and diluted
    108,525,256       108,525,256  

 

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

 

 

3D
PIONEER SYSTEMS, INC.
Statement of Stockholders’ Equity (Deficit)
Years ended July 31, 2020 and 2019

 

    Common
Stock
    Preferred
Stock
    Additional Paid-in     Accumulated    

Total

Stockholders’
Equity

 
    Shares     Amount     Shares     Amount     Capital     Deficit     (Deficit)  
Balance at July 31, 2018     108,525,256     $ 108,525           $     $ 748,885     $ (858,910 )   $ (1,500 )
Net loss for
the year ended July 31, 2019
                                  (1,200 )     (1,200 )
Balance at July 31, 2019     108,525,256       108,525                   748,885       (860,110 )     (2,700 )
                                                         
Related party debt forgiven                             3,420               3,420  
Preferred Stock issued for settlement
of related party debt
                1,000       1       539             540  
Net loss for
the year ended July 31, 2020
                                    (20,415 )     (20,415 )
Balance at July 31, 2020     108,525,256     $ 108,525       1,000     $ 1     $ 752,844     $ (880,525 )   $ (19,155 )

 

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

 

 

3D
PIONEER SYSTEMS, INC.
Statements of Cash Flows

 

    For
the year ended July 31,
 
    2020     2019  
             
Cash Flow from Operating Activities                
Net
loss
  $ (20,415 )   $ (1,200 )
                 
Adjustments to reconcile net loss to
net cash used in operating activities:
               
Expenses paid by
related party
    3,960        
                 
Changes in operating
assets and liabilities
               
Increase (decrease)
in accounts payable
    (2,200 )     1,200  
                 
Net Cash Used
in Operating Activities
    (18,655 )      
                 
Cash Flows from Financing Activities                
Proceeds
from related party
    18,655        
Net Cash Provided
by Financing Activities
    18,655        
                 
Net change in cash            
Cash at beginning
of year
           
Cash at end of
year
  $     $  
                 
Supplemental Disclosure of Interest
and Income Taxes Paid:
               
Interest
paid during the year
  $     $  
Income
taxes paid during the year
  $     $  
                 
Non-Cash Financing Activities:                
Related
party debt forgiven
  $ 3,420     $  
Preferred
stock issued for settlement of related party debt
  $ 540     $  

 

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

 

 

3D
PIONEER SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2020 AND 2019

 

NOTE
1 – ORGANIZATION AND OPERATIONS

 

3D
Pioneer Systems, Inc. (the “Company”) was originally incorporated in the State of Nevada on April 2, 2008 under the
name Mobile Gaming International Corp. On October 13, 2014, the Company changed its name to 3D Pioneer Systems, Inc., its current
name. The Company has been inactive since the summer of 2014, and is currently a public shell company seeking to create value
for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares
of our common stock. No potential merger candidate has been identified at this time.

 

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis
of Presentation

 

The
Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”). The Company’s fiscal year-end is July 31.

 

Use
of Estimates

 

The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

 

Income
Taxes
 

 

The
Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Subtopic 740, “Income Taxes,” for recording the provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

 

Deferred
income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests
that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance
is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Stock-based
Compensation

 

The
Company follows FASB ASC Subtopic 718, “Stock Compensation,” for accounting for stock-based compensation. The guidance
requires that share-based payment transactions with employees and non-employees, such as grants of stock options and restricted
stock for services, be recognized in the financial statements based on their fair value at the grant date and recognized as compensation
expense over their vesting periods.

 

 

Basic
and Diluted Loss Per Share

 

Earnings
per share (EPS) is calculated in accordance with the FASB ASC Topic 260, “Earnings Per Share.” Basic net income (loss)
per share is based upon the weighted average number of common shares outstanding. Diluted net income (loss) per share is based
on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the
period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average
market price during the period. Potentially-dilutive securities are excluded from income (loss) per share when they are anti-dilutive.
The Company has no potentially-dilutive securities issued and outstanding during the periods presented.

 

Cash
and Cash Equivalents

 

Cash
equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents
are on deposit with financial institutions without any restrictions. At July 31, 2020 and 2019, cash and cash equivalents amounted
to $0.

 

COVID-19

 

In
early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This
pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak
and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative
delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and
estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial
position at July 31, 2020. The Company is not aware of any specific event or circumstance that would require an update
to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this
Registration Statement on Form 10. These estimates may change, as new events occur and additional information is obtained.

 

NOTE
3 – GOING CONCERN

 

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

 

As
reflected in the accompanying financial statements, the Company had an accumulated deficit at July 31, 2020 of $880,525 and its
liabilities exceeded its assets. These factors among others raise substantial doubt about the Company’s ability to continue
as a going concern.

 

While
the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant
enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private
offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues
provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy
to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the
Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and
generate revenues.

 

The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE
4 – STOCKHOLDERS’ DEFICIT

 

Capital
Stock Issued

 

During
the year ended July 31, 2020, Barbara McIntyre Bauman (the Company’s then-President, Secretary, and Treasurer) paid for
$3,960 of expenses in the Company’s behalf. Shortly thereafter and also during the year ended July 31, 2020, the Company
issued 1,000 shares of Series A Preferred Stock valued at $540 to Ms. Bauman for repayment of these expenses. The resulting gain
on forgiveness of related party debt of $3,420 was recorded as an increase in additional paid-in capital.

 

Authorized
Capital Stock

 

Common
Stock

 

The
Company is authorized to issue 599,999,000 shares of common stock with a par value of $0.001 per share. As of July 31, 2020, and
2019, 108,525,256 shares were issued and outstanding.

 

 

Preferred
Stock

 

On
October 16, 2019, the Board of Directors of the Company authorized and approved to create a new class of voting preferred stock
called “Series A Preferred Stock,” consisting of 1,000 shares authorized, $0.001 par value. The Series A Preferred
Stock is not convertible into any other class or series of stock and shall not be entitled to receive any dividend except as may
be declared by the Board of Directors. On all matters to come before the shareholders of the Company, the holder of Series A Preferred
shall be entitled to 1,000,000 votes per share.

 

As
of July 31, 2020 and 2019, 1,000 and 0 shares were issued and outstanding, respectively. This preferred stock was repurchased
by and returned to the Company and cancelled subsequent to year-end as disclosed in NOTE 6.

 

NOTE
5 – RELATED PARTY TRANSACTIONS

 

During
the year ended July 31, 2020, Barbara McIntyre Bauman, the Company’s former President, Secretary and Treasurer, paid expenses
on behalf of the Company totaling $3,960 to revive the Company’s operations. Also during the year ended July 31, 2020, the
Company issued 1,000 shares of Series A Preferred Stock valued at $540 to Ms. Bauman for repayment of these amounts owed to her.
The difference of $3,420 was forgiven by Ms. Bauman, and the Company recorded the resulting gain as additional paid-in capital.

 

During
the years ended July 31, 2020 and 2019, the Company received $18,655 and $0, respectively, in advances from related parties, resulting
in related party payables of $18,655 and $0 at July 31, 2020 and 2019, respectively. These loans are non-interest bearing and
due on demand.

 

NOTE
6 – INCOME TAX

 

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

 

The
components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the
income tax amount recorded as of July 31, 2020 and 2019, are as follows:

 

    July
31,
    July
31,
 
    2020     2019  
Net
operating loss carryforward
  $ (880,525 )   $ (860,110 )
Effective
tax rate
    21 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     21 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Deferred
tax asset
    (184,910 )     (180,623 )
Less:
Valuation allowance
    184,910       180,623  
Net
deferred asset
  $     $  

 

The
valuation allowance increased by $4,287 and $252 during the years ended July, 2020 and 2019, respectively. As of July 31, 2020,
the Company had $880,525 in net operating losses (“NOLs”) that may be available to offset future taxable income, which
begin to expire between 2036 and 2038. NOLs generated in tax years prior to July 31, 2018 can be carryforward for twenty years,
whereas NOLs generated after July 31, 2018 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal
Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater
than 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} ownership changes.

 

NOTE
7 – SUBSEQUENT EVENTS

 

On
August 10, 2020, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for consulting services totaling
$135,000.

 

On
September 24, 2020, Barbara McIntyre Bauman paid additional expenses on behalf of the Company totaling $3,500.

 

On
December 1, 2020, pursuant to a Securities Purchase Agreement dated October 30, 2020, ABRAR Investments Pty Ltd purchased 250,000,000
shares of the Company’s common stock and 1,000 shares of the Company’s Series A preferred stock for $135,000
(the “Purchased Shares”) from Barbara M. Bauman. The Purchased Shares represented approximately 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the
Company’s issued and outstanding shares of Common Stock. In connection with the closing of the transaction and in accordance
with the Agreement, the Board appointed Mr. Agim Metalla to fill vacancy on the Company’s Board of Directors caused by the
resignation of Ms. Bauman. In addition, Mr. Shilow Shaffier appointed CEO, President, CFO and secretary of the Company.

 

Also
on
December 1, 2020, as consideration for redemption of 1,000
shares of Series A Preferred Stock, the Company issued to ABRAR Investments Pty Ltd, the Shareholder, 1,000,000 shares
of Common Stock, concurrently with and upon the Shareholder returning the Series A Preferred Stock to the Company. The
Series A Preferred Stock was returned to the Company and cancelled.

 

The
Company has evaluated events occurring from the July 31, 2020 through the date these financial statements were issued and determined
there are no additional events requiring disclosure.

 

 

3D
PIONEER SYSTEMS, INC.
Balance Sheets

(Unaudited)

 

    October 31,     July 31,  
    2020     2020  
             
ASSETS                
Current Assets                
Cash   $     $  
Total Current
Assets
           
                 
TOTAL ASSETS   $     $  
                 
LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT)
               
LIABILITIES                
Current Liabilities                
Accounts
payable
    806       500  
Due
to related party
    22,155       18,655  
Total Current
Liabilities
    22,961       19,155  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)                
Series A Preferred
stock, $0.001 par value; 1,000 shares authorized and 1,000 shares issued and outstanding
    1       1  
Common stock, $0.001 par value; 599,999,000
shares authorized, 358,525,256 and 108,525,256 shares issued and outstanding as of October 31, 2020 and July 31, 2020, respectively
    358,525       108,525  
Additional paid-in
capital
    637,844       752,844  
Accumulated
deficit
    (1,019,331 )     (880,525 )
Total Stockholders’
Equity (Deficit)
    (22,961 )     (19,155 )
                 
TOTAL LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $     $  

 

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

 

 

3D
PIONEER SYSTEMS, INC.
Statements of Operations
(Unaudited)

 

    For
the three months ended
October 31,
 
    2020     2019  
             
Revenue   $     $  
Total Revenue            
                 
Expenses                
Consulting
expense
    135,000        
General
& administrative expenses
    3,806       8,760  
Total Operating
Expenses
    138,806       8,760  
                 
Loss from Operations     (138,806 )     (8,760 )
                 
Net Loss   $ (138,806 )   $ (8,760 )
                 
Loss
per share – basic and diluted
  $ (0.00 )   $ (0.00 )
                 
Weighted average
number of common shares outstanding – basic and diluted
    334,068,734       108,525,256  

 

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

 

 

3D
PIONEER SYSTEMS, INC.
Statement of Stockholders’ Equity (Deficit)
For the three months ended October 31, 2020 and October 31, 2019
(Unaudited)

 

    Common
Stock
    Preferred
Stock
   

Additional

Paid-in

    Accumulated    

Total

Stockholders’
Equity

 
    Shares     Amount     Shares     Amount     Capital     Deficit     (Deficit)  
Balance at July 31, 2020     108,525,256     $ 108,525       1,000     $ 1     $ 752,844     $ (880,525 )   $ (19,155 )
Common Stock issued to related party
for consulting services
    250,000,000       250,000                   (115,000 )           135,000  
Net loss for
the quarter ended October 31, 2020
                                    (138,806 )     (138,806 )
Balance at October 31, 2020     358,525,256     $ 358,525       1,000     $ 1     $ 637,844     $ (1,019,331 )   $ (22,961 )
                                                         
Balance at July 31, 2019     108,525,256     $ 108,525           $     $ 748,885     $ (860,110 )   $ (2,700 )
Related party debt forgiven                             3,420             3,420  
Preferred Stock issued for settlement
of related party debt
                1,000       1       539             540  
Net loss for
the quarter ended October 31, 2019
                                  (8,760 )     (8,760 )
Balance at October 31, 2019     108,525,256     $ 108,525       1,000     $ 1     $ 752,844     $ (868,870 )   $ (7,500 )

 

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

 

 

3D
PIONEER SYSTEMS, INC.
Statements of Cash Flows
(Unaudited)

 

    For
the three months ended
October 31,
 
    2020     2019  
             
Cash Flow from Operating Activities                
Net
loss
  $ (138,806 )   $ (8,760 )
                 
Adjustments to reconcile net loss to
net cash used in operating activities:
               
Common stock issued
for consulting services – related party
    135,000        
Expenses paid by
related party
          3,960  
                 
Changes in operating
assets and liabilities
               
Increase
(decrease) in accounts payable
    306       (2,500 )
Net Cash Used
in Operating Activities
    (3,500 )     (7,300 )
                 
Cash Flows from Financing Activities                
Proceeds
from related party loans
    3,500       7,300  
Net Cash Provided
by Financing Activities
    3,500       7,300  
                 
Net change in cash            
Cash at beginning
of quarter
           
Cash at end of
quarter
  $     $  
                 
Supplemental Disclosure of Interest
and Income Taxes Paid:
               
Interest
paid during the quarter
  $     $  
Income
taxes paid during the quarter
  $     $  
                 
Non-Cash Financing
Activities:
               
Related
party debt forgiven
  $     $ 3,420  
Preferred
stock issued for settlement of related party debt
  $     $ 540  

 

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

 

 

3D
PIONEER SYSTEMS, INC.

NOTES
TO FINANCIAL STATEMENTS

OCTOBER
31, 2020

(Unaudited)

 

NOTE
1 – ORGANIZATION AND OPERATIONS

 

3D
Pioneer Systems, Inc. (the “Company”) was originally incorporated in the State of Nevada on April 2, 2008 under the
name Mobile Gaming International Corp. On October 13, 2014, the Company changed its name to 3D Pioneer Systems, Inc., its current
name. The Company has been inactive since the summer of 2014, and is currently a public shell company seeking to create value
for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares
of our common stock. No potential merger candidate has been identified at this time.

 

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis
of Presentation

 

The
Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”). The Company’s fiscal year-end is July 31.

 

Use
of Estimates

 

The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

 

Income
Taxes

 

The
Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Subtopic 740, “Income Taxes,” for recording the provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

 

Deferred
income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests
that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance
is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Stock-based
Compensation

 

The
Company follows FASB ASC Subtopic 718, “Stock Compensation,” for accounting for stock-based compensation. The guidance
requires that share-based payment transactions with employees and non-employees for services rendered be recognized in the financial
statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods.

 

 

Basic
and Diluted Loss Per Share

 

Earnings
per share (EPS) is calculated in accordance with the FASB ASC Topic 260, “Earnings Per Share.” Basic net income (loss)
per share is based upon the weighted average number of common shares outstanding. Diluted net income (loss) per share is based
on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the
period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average
market price during the period. Potentially-dilutive securities are excluded from income (loss) per share when they are anti-dilutive.
The Company has no potentially-dilutive securities issued and outstanding during the periods presented.

 

Cash
and Cash Equivalents

 

Cash
equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents
are on deposit with financial institutions without any restrictions. At October 31, 2020 and July 31, 2020, cash and cash equivalents
amounted to $0.

 

COVID-19

 

In
early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This
pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak
and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative
delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and
estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial
position at October 31, 2020. The Company is not aware of any specific event or circumstance that would require an update
to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this
Registration Statement on Form 10. These estimates may change, as new events occur and additional information is obtained.

 

NOTE
3 – GOING CONCERN

 

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

 

As
reflected in the accompanying financial statements, the Company had an accumulated deficit at October 31, 2020 of $1,019,331 and
its liabilities exceeded its assets. These factors among others raise substantial doubt about the Company’s ability to continue
as a going concern.

 

While
the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant
enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private
offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues
provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy
to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the
Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and
generate revenues.

 

The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE
4 – STOCKHOLDERS’ DEFICIT

 

Capital
Stock Issued

 

During
the year ended July 31, 2020, the Company issued 1,000 shares of Series A Preferred Stock to Barbara McIntyre Bauman for repayment
of the related party debt totaling $540 (see NOTE 5). The Series A Preferred Stock entitle holder to 1,000,000 votes per share
on all shareholder matters and have no conversion rights.

 

During
the three months ended October 31, 2020, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for
consulting services totaling $135,000.

 

Authorized
Capital Stock

 

Common
Stock

 

The
Company is authorized to issue 599,999,000 shares of common stock with a par value of $0.001 per share. As of October 31, 2020
and July 31, 2020, 358,525,256 and 108,525,256 shares were issued and outstanding, respectively.

 

 

Preferred
Stock

 

The
Company is authorized to issue 1,000 shares of Series A Preferred Stock with a par value of $0.001 per share. As of October 31,
2020, and July 31, 2020, 1,000 shares were issued and outstanding. The Series A Preferred Stock is not convertible into any other
class or series of stock and shall not be entitled to receive any dividend except as may be declared by the Board of Directors.
On all matters to come before the shareholders of the Company, the holder of Series A Preferred shall be entitled to 1,000,000
votes per share.

 

NOTE
5 – RELATED PARTY TRANSACTIONS

 

During
the three months ended October 31, 2019, Barbara McIntyre Bauman paid expenses on behalf of the Company totaling $3,960 to revive
the Company’s operations. Also during the three months ended October 31, 2019, the Company issued 1,000 shares of Series
A Preferred Stock valued at $540 to Ms. Bauman for repayment of these amounts owed to her. The difference of $3,420 was forgiven
by Ms. Bauman, and the Company recorded the resulting gain as additional paid-in capital.

 

During
the three months ended October 31, 2020, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for
consulting services totaling $135,000.

 

During
the three months ended October 31, 2020 and 2019, the Company received $3,500 and $7,300, respectively, in advances from related
parties, resulting in related party payables of $22,155 and $18,655 at October 31, 2020 and July 31, 2020, respectively. These
loans are non-interest bearing and due on demand.

 

NOTE
6 – SUBSEQUENT EVENTS
 

 

On
December 1, 2020, pursuant to a Securities Purchase Agreement dated October 30, 2020, ABRAR Investments Pty Ltd purchased 250,000,000
shares of the Company’s common stock and 1,000 shares of the Company’s Series A preferred stock (the “Purchased
Shares”) from Barbara M. Bauman for $135,000. The Purchased Shares represented approximately 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the Company’s
issued and outstanding shares of Common Stock. In connection with the closing of the transaction and in accordance with the Agreement,
the Board appointed Mr. Agim Metalla to fill vacancy on the Company’s Board of Directors caused by the resignation of Ms.
Bauman. In addition, Mr. Shilow Shaffier appointed CEO, President, CFO and secretary of the Company.

 

On
December 1, 2020, as consideration for redemption of 1,000 shares of Series A Preferred Stock, the Company issued to ABRAR
Investments Pty Ltd, the Shareholder, 1,000,000 shares of Common Stock, concurrently with and upon the Shareholder returning the
Series A Preferred Stock to the Company. The Series A Preferred Stock was returned to the Company and cancelled.

 

The
Company has evaluated events occurring from October 31, 2020 through the date these financial statements were issued and determined
there are no additional events requiring disclosure.

 

 

SIGNATURES

 

In
accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.

 

  3D
PIONEER SYSTEMS, INC.
   
Date:
January 21, 2021
By: /s/
Shilow Shaffier
    Shilow
Shaffier

 

 

Exhibit
Index

 

Copies
of the following documents are included as exhibits to this registration statement.

 

 

 

 

Exhibit
3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit
3.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit
23.1

 

Consent
of Independent Auditors

 

We
consent to the use in this Registration Statement on Form 10 of 3D Pioneer Systems, Inc. of our report dated January 21,
2021, relating to financial statements of 3D Pioneer Systems, Inc., appearing in this Registration Statement.

 

We
also consent to the reference of our firm under the heading “Experts” in such Registration Statement.

 

/s/
Pinnacle Accountancy Group of Utah
 
Pinnacle
Accountancy Group of Utah
 
   
Farmington,
Utah
 
January
21, 2021