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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒ ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended: July 31, 2023
or
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to ________
Commission
File No. 333-213698
BRILLIANT N.E.V. CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
30-0944559 |
(State
or other jurisdiction of |
|
(I.R.S.
employer |
incorporation
or formation) |
|
Identification
No.) |
Room 805, West Building 4, Xintiandi Business Center,
Gongshu District, Hangzhou City, Zhejiang Province, China 310000
(Address
of principal executive offices) (Zip Code)
Registrants
telephone number, including area code: +86-189-1098-4577
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐ No ☒
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated
filer, non-accelerated filer, smaller reporting company and emerging growth company
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants
most recently completed second fiscal quarter. [Note: the Companys shares trade sporadically and infrequently, thus no value to
such shares is ascribed]
As
of November 14, 2023, there were 153,105,464
shares of Common Stock, $0.001 par value per share, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE:
None
Table
of Contents
PART
I
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-K are forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrants
plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions,
all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the
Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate
and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should
not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.
Unless
stated otherwise, the words we, us, our, the Company or Clancy Corp
in this Annual Report collectively refers to Brilliant N.E.V. Corp. (formerly Clancy Corp.)
Item
1. Business.
Special
Note Regarding Chinese Companies.
Our
principal executive offices are located in China and a majority of our executive officers and/or directors are located in or
have significant ties to China. To date, our operations in the PRC have been limited. Brilliant N.E.V. Corp. (formerly Clancy Corp.)
a Nevada company, registered Shanghai Clancy Enterprise Management Co., Ltd. as a wholly foreign-owned entity in Shanghai, China on April
13, 2020 (Shanghai Clancy). Shanghai Clancy registered Beijing Clancy Information Technology Co.,
Ltd. (Beijing Clancy) as a wholly-owned subsidiary in Beijing on April 24, 2020. Unless the context indicates otherwise, any reference
to the Company includes its subsidiaries.
In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
Brilliant
N.E.V. Corp
(a
Nevada company)
↓
100%
Shanghai
Clancy Enterprise Management Co., Ltd.
(a
Shanghai company)
↓100%
Beijing
Clancy Information Technology Co., Ltd.
(a
Beijing company)
Nonetheless,
investors should be aware that legal and operational risks due to our operations in the PRC. Depending on the nature of our business
and/or operations, the PRC government may exert a significant amount of control and/or regulation on the PRC operating entity. This regulation
and/or control could result in a material change our companys post-combination operations and the value of common stock held by
investors. It also could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Furthermore, it could cause the value of such securities to significantly decline or be worthless. Recently, the PRC government
initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with
little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
and expanding efforts in anti-monopoly enforcement.
As
such, with respect to our future business, we will avoid any business restricted by the PRC, that is involving Important Industry,
National Economic Security, a well-known trademark, or a Chinese traditional brand. Foreign
ownership of these type of PRC companies require approval by the PRC authorities. Typically, these types of companies are acquired by
foreign entities (without PRC approval) using a variable interest entity (VIE) structure whereby contractual agreements are entered into
between the foreign acquiring company (or its subsidiary) and the PRC operating entity, however, the PRC operating company never becomes
a direct subsidiary of the foreign acquiring company. Notwithstanding the forgoing, nonetheless the Company will face numerous risks
and uncertainties with respect to any operations in the PRC. PRC laws and regulations are uncertain, as many of these laws and regulations
are relatively new and may be subject to change, and their official interpretation and enforcement by the PRC government may involve
substantial uncertainty. Generally, PRC has substantially less experience through its judiciary or the arbitration process as compared
to the United States or the Cayman Islands. In addition, laws in the PRC are subject to change in the future with little advance notice
which could negatively impact our future business and stock price.
As
stated above, we do not believe that we will be directly subject to these regulatory actions or statements, as we do not intend to have
a VIE structure and any such business acquired will not involve the collection of user data, implicate cybersecurity, or involve any
other type of restricted industry. However, because these statements and regulatory actions are new, it is highly uncertain how soon
legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will
be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business
operations or our ability to accept foreign investments and list on an U.S. exchange. See Risk Factors – Risks Related to
Doing Business in China.
As
we develop operations in the PRC, our business, financial condition, results of operations, prospects and certain transactions may be
subject to economic, political and legal developments in the PRC. Unlike in the United States, the enforcement of laws and rules and
regulations in the PRC can change quickly with little advance notice; and the Chinese government may intervene or influence our operations
at any time, or may exert more control over offerings conducted overseas and/or foreign investment in PRC-based issuers which could result
in a material change in our operations and/or the value of our common shares. Recent statements by the Chinese government have indicated
an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers.
Any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are
subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and could cause the value of such securities to significantly decline or be worthless. See Risk Factors – Risks Related
to Doing Business in China.
As
of the date of this filing, based upon our understanding, we are not (i) required to obtain permissions from any PRC authorities to operate
or issue our shares to foreign investors and (ii) subject to the permission requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) nor any other entity that is required to approve of our PRC subsidiaries operations.
As of the date of this filing, we have not received, nor were we denied, such permissions by any PRC authority. If our determination
that we are not subject to these regulatory requirements is incorrect or such requirements adversely change, foreign investors may be
required to divest themselves of their investment and we may face sanctions, fines, or penalties from the PRC government and we may be
required to divest our PRC operations, change certain aspects of our business to ensure compliance, which could decrease demand for our
products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional
liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results
of operations could be adversely affected as well as materially decrease the value of our common shares.
Moreover,
as stated above, we will avoid businesses requiring a VIE structure under PRC regulations. As stated above, this type of VIE structure
typically entails contractual agreements between the acquiring company (ie the Company) (or its subsidiary) and the PRC operating entity,
however, at no time is the PRC operating company a subsidiary of the acquiring company.
Since
we intend to use a direct ownership structure rather that a VIE structure, under PRC law, the Company will be able to distribute dividends,
if any, from its operating PRC entity. The operating PRC subsidiary will be able to distribute dividends upstream to the parent company
and the parent company will then be able to distribute the dividends to its shareholders on a proportionate basis, provided however,
that the PRC subsidiary has distributable earnings. Current PRC regulations permit an operating subsidiary to pay dividends to their
respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
In addition, each PRC subsidiarity will be required to set aside at least 10% of its after-tax profits each year, if any, to fund
a statutory reserve until such reserve reaches 50% of each of its registered capital. These reserves are not distributable as cash dividends.
However, as of this date, we have not made any upstream transfers, dividends or distributions.
Pursuant
to the Holding Foreign Companies Accountable Act (HFCAA), the Public Company Accounting Oversight Board (the PCAOB)
issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered
public accounting firms headquartered in: (1) mainland China of the Peoples Republic of China because of a position taken by one
or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position
taken by one or more authorities in Hong Kong. In addition, the PCAOBs report identified the specific registered public accounting
firms which are subject to these determinations. Our registered public accounting firm, RH CPA, is not headquartered
in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOBs determination.
Notwithstanding the foregoing, if the PCAOB is not able to fully conduct inspections of our auditors work papers in China, you
may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital
markets and trading of our securities may be prohibited under the HFCAA. See Risk Factors – Risks Related to Doing Business
in China. Although the audit report included herein was issued by U.S. auditors who are currently inspected by the PCAOB, if it
is later determined that the PCAOB is unable to inspect or investigate our auditor completely, investors would be deprived of the benefits
of such inspection and our common shares may be delisted or prohibited from trading.
Company
Background.
Brilliant
N.E.V. Corp. (the Company) was incorporated under the laws of the State of Nevada on March 22, 2016.
On
January 15, 2020, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State (the Amendment)
which effectuated the following corporate actions:
|
● |
the
forward split of our issued and outstanding common stock, $0.001 par value, on thirty (30) post-split shares for a one (1) pre-split
share basis applicable to shareholders of record as of January 2, 2020, and |
|
● |
The
increase of our authorized shares of common stock, $0.001 par value, from 75,000,000 to 345,000,000. |
The
above corporate actions were adopted by written consent of our sole Director on January 2, 2020, and the sole Director recommended the
Corporate Actions be presented to our shareholders for approval. On January 3, 2020, our majority stockholder, holding 64.4% of our outstanding
voting securities executed written consent approving the Corporate Actions. For purposes of the forward stock split described above,
the sole Director also set January 2, 2020 as the record date of such action.
On
April 13, 2020, Brilliant N.E.V Corp. (formerly Clancy Corp.) (Company) received notification from the National Enterprise
Credit Information Publicity System that it had approved the Companys establishment of Shanghai Clancy Enterprise Management Co.,
Ltd (Shanghai Clancy) as a wholly owned foreign entity in Shanghai, Peoples Republic of China (WOFE). The
initial application was filed by the Company with the PRC governmental agency on November 2, 2019. Shanghai
Clancy registered a wholly-owned subsidiary in Beijing on April 24, 2020. Its name is Beijing Clancy Information Technology Co., Ltd.
The main business scope is technology development, transfer, consultation, service and promotion. In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
On
July 6, 2020, the Nevada Secretary of State approved the Companys Certificate of Amendment to Articles of Incorporation which
effectuated the following corporate action (Corporate Action):
|
● |
the
reverse split of our issued and outstanding common stock, $0.001 par value, on thirty (30) pre-split shares to one (1) post-split
share basis. Fractional shares resulting from the action will be rounded up to the nearest whole share. |
The
above corporate action was adopted by written consent of our sole Director on June 11, 2020, and the sole Director recommended the corporate
action be presented to our shareholders for approval. For purposes of the reverse stock split described above, the sole Director also
set June 12, 2020 as the record date of such action. On June 12, 2020, our majority stockholder, holding 91.885% of our outstanding voting
securities, executed written consent in lieu of a shareholder meeting approving the corporate action.
On
December 23, 2020, the Company closed a private placement of its common stock to five parties pursuant to which five parties subscribed
to 150,000,000 shares of common stock for the sum of $300,000.
On
June 26, 2023, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and among
Clancy Corp. (Company), Xiangying Meng, the Companys sole officer and director and majority shareholder, along with
certain other shareholders, as sellers (collectively Sellers), and Guangzhe Su (Buyer) (the Purchase
Agreement), Sellers collectively assigned, transferred and conveyed to Buyer a total of 79,700,000 shares of common stock of Company
(Common Stock), which represents approximately 52.056% of the total issued and outstanding shares of the Company.
The Common Stock was acquired for the sum of $50,000 payable to the Sellers, and in addition, the Company will enter into a two year
consulting agreement with Mr. Meng for $189,100. In addition, Mr. Meng forgave all of the outstanding indebtedness owed by the Company.
Mr. Su used his own personal funds to acquire the Common Stock.
On
July 4, 2023, two of our shareholders, holding a total of 108,103,250 shares of our common stock (or 70.607% of our outstanding voting
securities) executed written consent approving the name change of the Company from Clancy Corp. to Brilliant N.E.V. Corp. The Company
filed an amendment to its Articles of Incorporation with the Nevada Secretary of State to effect the name change on July 28, 2023.
Proposed
Combinations
Presently,
under SEC Rule 405 promulgated under the Act, the Company qualifies as a shell company, because it has no or nominal assets
and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business combination or until it has successfully developed an operating
business. The Company intends to comply with the periodic reporting requirements of the Act for so long as it is subject to those requirements.
The
Companys 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 or through the successful development of its business described below.
As
of the date of this report, the Company has not entered into any definitive agreement with any party, nor have there been any specific
discussions with any potential business combination candidate regarding business opportunities for the Company. The Company
has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.
Potential
Acquisition Structure
If
we move forward with acquiring another business for which no assurances can be given, it will be impossible to predict the manner in
which the Company may participate in a business opportunity. Specific business opportunities will be reviewed as well as the respective
needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such
structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements.
The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing
such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization,
and although it is likely, there is no assurance that the Company would be the surviving entity. In addition, the present management,
board of directors and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company
following a reorganization transaction. As part of such a transaction, the Companys existing management and directors may resign
and new management and directors may be appointed without any vote by stockholders.
It
is likely that the Company will acquire its participation in a business opportunity through the issuance of Common Stock or other securities
of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is a so-called tax free reorganization under the Internal Revenue
Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest (i.e. 80% or more) of the
common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of
these provisions rather than other tax free provisions provided under the Internal Revenue Code, the Companys current
stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing a controlling interest in the Company by the principal
shareholders. The Company does not intend to supply disclosure to shareholders concerning a target company prior to the consummation
of a business combination transaction, unless required by applicable law or regulation. The Company will file a current report
on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company.
This Form 8-K will include complete disclosure of the target company, including audited financial statements.
It
is anticipated that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at the time the transaction is consummated, or under certain conditions
or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market
that might develop in the Companys securities may have a depressive effect upon such market.
The
present majority stockholder of the Company will likely not have control of a majority of the voting securities of the Registrant following
a reorganization transaction. As part of such a transaction, the Registrants directors may resign and one or more new directors
may be appointed by our majority stockholder.
In
the case of an acquisition, the transaction may be accomplished upon the sole determination of management with the consent of our majority
stockholder. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a
stockholders meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain
such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give
rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as
not to require stockholder approval.
The
Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms
of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the
parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of
the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon
default, and include miscellaneous other terms normally found in an agreement of that type.
It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable.
Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided,
the inability of the Company to pay until an indeterminate future time may make it impossible to procure such goods and services.
The
Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates,
lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that
will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. It is
anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in
the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
Our
officers and directors are engaged in outside business activities. Our officers and directors anticipate that they will devote
very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount
of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of
time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all
cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officer and director of the Company.
We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
Recent
Business Events.
Since
the creation of its WOFE in April 2020, the Company has attempted to establish a technology driven business in the PRC though its WOFE.
Clancy initially will seek to provide services to small and medium-sized enterprises in and around the Beijing metropolitan area. In
the future, we intend to expand to other geographical areas with China. These services can be segregated into the following four segments:
(1) | | Information technology
consulting and training services including enterprise information planning, technology management consulting, information engineering
implementation, testing, evaluation and certification, enterprise staff skills training; |
(2) | | Information technology
operation and maintenance and supporting services: including daily IT system condition monitoring, IT asset configuration change, system
upgrading and optimization, system architecture construction and improvement, disaster recovery system construction and spare parts,
operation and maintenance tool materials, operation and maintenance team call; |
(3) | | Design, development
and testing services: including website server-side development, website client-side development, smart-phone application development,
underlying tool development, multi-functional script program, artificial intelligence, desktop program, industrial control program development
and related testing work. |
(4) | | Data processing
and integration implementation services: including general application layer data exchange, database construction, data collection and
analysis, process improvement, etc. |
In
addition, on May 26, 2020, the Company entered into a three year lease agreement for its office premises. The office space is 600 square
meters. The annual rent is 480,000RMB ($72,000) which has been paid in advance for the initial year of the lease.
In
May 2021, the Company ceased its IT services and re-focused its operations to provide marketing services to small and median sized businesses.
The Company then changed its business to a product marketing consulting firm that provides product marketing consulting services to clients.
The Company will develop marketing programs and strategies in line with customer needs. Our marketing
programs will help clients with detailed analysis on the market data in their industry, including historical data. We also will assist
clients expand their marketing communication channels including but not limited to advertisements in the business journals, electronical
communication tools such as WeChat marketing programs, etc. We charge an agreed upon fee based on technical difficulties and the marketing
reach of the programs. During the fourth quarter of fiscal 2022, the Company terminated this business.
Corporate
Information
Office.
Our
current business office is located at: Room 805, West Building 4, Xintiandi Business Center, Gongshu District, Hangzhou City, Zhejiang
Province, China. Our phone number is +86-189-1098-4577. The Company does not have a web-site.
Employees.
As
of the date of this filing, the Company has no full time employees.
Item
1A. Risk Factors
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 herein, in evaluating our business and us.
RISKS
RELATED TO OUR OPERATIONS, FINANCIAL CONDITION AND BUSINESS
WE
HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES. As of July 31, 2023, we had an accumulated deficit of $5,401 and
no revenues for the current fiscal year. We also expect future losses until we are able to generate revenues through a merger with
an operating company or through our emerging business operations (for which no assurances can be given). 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, 2023 and 2022, the accompanying financial statements have been prepared in conformity with generally accepted
accounting principles, which contemplate continuation of the Company as a going concern. The Company currently has losses and has
not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period
of time, which adds substantial doubt about the Company continuing as a going concern. Management anticipates that the Company
will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position
itself so that it will be able to raise additional funds through the capital markets. In light of managements efforts, there
are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a
going concern.
OUR
EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES. We have limited sources of income at this time
and limited existing cash balances to meet our ongoing operating expenses, including funds to expand our initial business operations.
We have relied upon affiliates of the Company to make advances to the Company to cover our operating expenditures. There are no assurances
that these advances will continue in the future. The failure of these advances to continue in the future may result in our security holders
losing their entire investment.
THE
ADMINISTRATIVE COSTS OF PUBLIC COMPANY REGULATORY COMPLIANCE COULD BECOME BURDENSOME AND CONSUME A SIGNIFICANT AMOUNT OF OUR CASH RESOURCES
WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS. We will incur significant costs and expenses in connection with
assuring compliance with all laws, rules and regulations applicable to us as a public company. We anticipate that our ongoing
costs and expenses of complying with our public reporting company obligations will be approximately $30,000 to 50,000 annually. Our
reporting and compliance costs and expenses may increase substantially if we are able to deploy our business model on an international
basis, which will add significant cross-border jurisdictional complexity to our regulatory compliance and our accounting controls and
procedures. Our compliance costs and expenses could also increase substantially if we apply for trading of our securities
on a national stock exchange which may have listing requirements that engender additional administration and compliance costs. We
have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance and public company reporting;
however, there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and
compliance obligations. If we are unable to cover the cost of proper administration of our public company compliance and reporting
obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in public capital markets
and we may have to cease doing business.
IN
THE FUTURE, WE MAY PURSUE THE ACQUISITION OF AN OPERATING BUSINESS. At the present time we expect to continue to develop our business.
However, it is conceivable that we may seek to acquire an operating business in the future. 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.
SCARCITY
OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS. 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. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in
seeking merger or acquisition candidates with numerous other small public companies. 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.
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 INCLUDING THE IMPACT OF COVID 19. 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. In March 2020, the World Health Organization
declared the novel coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The spread
of COVID-19 has affected segments of the global economy and may affect our operations, including the potential interruption of our supply
chain. We are monitoring this situation closely, and although operations have not been materially affected by the COVID-19 outbreak to
date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain.
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 shareholders own
approximately 70% 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. These insiders
also have the ability to delay or perhaps even block, by their 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
DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US. Certain conflicts of interest may exist between
our officers and directors and us. Our officers and directors have other business interests to which he also must devote his time, resources
and attention. Thus, a conflict of interest may arise in the future that may cause our business to fail, including conflicts of interest
in allocating his resources, time and attention to our Company and their other business interests.
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 CHINA
RISK
OF NEW REGULATIONS, SIGNIFICANT NEW GOVERNMENT OVERSIGHT IN CHINA. Investors should be aware that legal and operational risks exist
with respect to our operations in the PRC. The PRC government may exert a significant amount of control and/or regulation on a PRC operating
entity. This regulation and/or control could result in a material change of the companys operations and the value of common stock
held by investors. It also could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Furthermore, it could cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated
a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance
notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed
overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding
efforts in anti-monopoly enforcement. We do not believe that we will be directly subject to these regulatory actions or statements, as
we do not expect to have a VIE structure and our business does not involve the collection of user data, implicate cybersecurity, or involve
any other type of restricted industry. Because these statements and regulatory actions are new, however, it is highly uncertain how soon
legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will
be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business
operations or our ability to accept foreign investments and list on an U.S. exchange.
As
stated herein, the Company does not intend to enter into a merger or acquisition involving these restricted industries, such as Important
Industry, National Economic Security, a well-known trademark, or a Chinese traditional brand
so as to avoid any regulation and/or approval by the PRC authorities. However, recent statements by the Chinese government have indicated
an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers.
Investors should be aware that PRC laws are subject to change without notice and any future action by the Chinese government expanding
the categories of industries and companies whose foreign securities offerings are subject to government review could negatively impact
our future business (including our ability to enter into a merger with a PRC company) and our stock price could significantly limit or
completely hinder our ability to offer or continue to offer securities to investors.
UNCERTAINTIES
WITH RESPECT TO THE PRC LEGAL SYSTEM COULD ADVERSELY AFFECT US. The PRC legal system is a civil law system based on written statutes.
Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential
value.
In
1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters generally. The
overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign
investments in the PRC. However, the PRC has not developed a fully integrated legal system, and recently enacted laws and regulations
may not sufficiently cover all aspects of economic activities in the PRC. In particular, the interpretation and enforcement of these
laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting
and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court
proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements
and our ability to enforce our contractual rights or tort claims. In addition, these regulatory uncertainties may be exploited through
unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.
Furthermore,
the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or
at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until
sometime after the violation. In addition, any administrative and court proceedings in the PRC may be protracted, resulting in substantial
costs and diversion of resources and management attention.
PERMISSIONS
FROM THE PRC AUTHORITIES TO ISSUE OUR COMMON STOCK TO FOREIGN INVESTORS. While we intend to develop a business in one or more industries
that are not highly regulated in the PRC, nonetheless, we may be face governmental regulation and scrutiny in the future from the PRC
government. As of the date of this filing, we (1) are not required to obtain permissions from any PRC authority to operate or issue our
common stock to foreign investors, (2) are not subject to permission requirements from the China Securities Regulatory Commission (the
CSRC), the Cyberspace Administration of China (the CAC) or any other entity that is required to approve of
our PRC subsidiaries operations, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made
available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities,
and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment,
it is uncertain when and whether we or our PRC subsidiaries, if any, will be required to obtain permission from the PRC government to
list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have
been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities
required for overseas listings, including this offering. As of the date of this prospectus, we have not received any inquiry, notice,
warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains
significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities
offerings and other capital markets activities.
RISKS
RELATED TO A FUTURE DETERMINATION THAT THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (THE PCAOB) IS UNABLE TO INSPECT OR
INVESTIGATE OUR AUDITOR COMPLETELY. The audit report included herein was issued by RH CPA (Auditor) a U.S.-based
accounting firm that is registered with the PCAOB and can be inspected by the PCAOB. We have no intention of dismissing the Auditor in
the future or of engaging any auditor not based in the U.S. and not subject to regular inspection by the PCAOB. There is no guarantee,
however, that any future auditor engaged by the Company would remain subject to full PCAOB inspection during the entire term of our engagement.
The PCAOB is currently unable to conduct inspections in China without the approval of Chinese government authorities. If it is later
determined that the PCAOB is unable to inspect or investigate our auditor completely, investors may be deprived of the benefits of such
inspection. Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit
work undertaken in China that prevents the PCAOB from regularly evaluating our auditors audits and their quality control procedures,
could result in a lack of assurance that our financial statements and disclosures are adequate and accurate. In addition, under the HFCAA,
our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB
for three consecutive years, and this ultimately could result in our Common Stock being delisted. Furthermore, on June 22, 2021, the
U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (AHFCAA), which, if enacted, would amend
the HFCAA and require the SEC to prohibit an issuers securities from trading on any U.S. stock exchanges if its auditor is not
subject to PCAOB inspections for two consecutive years instead of three.
Pursuant
to the HFCAA, the PCOAB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate
completely registered public accounting firms headquartered in: (1) mainland China of the Peoples Republic of China, because a
position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the
PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCOABs report identified the specific
registered public accounting firms which are subject to these determinations. Our Auditor is not headquartered in mainland
China or Hong Kong and was not identified in this report as a firm subject to the PCAOBs determination.
RISKS
RELATED TO OUR SECURITIES
WE
WILL NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL. We will need to raise
additional capital to fund our ongoing operations. We have no cash on hand nor any working capital. To secure additional financing,
we may need to borrow money or sell more securities. Under the current circumstances, we may be unable to secure additional
financing on favorable terms, if available at all.
OUR
NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. As mentioned above,
we will need to raise additional capital in the future or rely upon borrowing from the Companys officers and directors. Any equity
raise will result in additional dilution to existing shareholders, and to the extent that any debt incurred is converted to common stock,
the conversion of this debt will cause additional dilution to existing shareholders. This dilution may be substantial. Moreover, there
can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available
on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse
impact on the business, financial condition and operating results of the Company.
REDUCTION
OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND SUBSTANTIAL DILUTION TO STOCKHOLDERS. We may effect 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. 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 FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES. 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 spouses 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 purchasers
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 purchasers in this offering to sell their securities in any market that might develop therefore.
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 Exchange Act of 1934, as amended (Exchange
Act). 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 OTC-Pink, 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.
OUR
STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO
LIQUIDATE YOUR SHARES. We cannot give you any assurance that a broader or more active public trading market for our shares of Common
Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance
that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to
liquidate your shares of common stock of our Company.
OUR
OFFICERS AND DIRECTORS MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY SHAREHOLDERS AT SOME TIME IN THE FUTURE. SINCE THE MAJORITY
OF OUR SHARES OF COMMON STOCK ARE DEEMED TO BE OWNED BY OUR OFFICERS AND DIRECTORS, OUR OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE
CONTROL OF THE COMPANY OR DECISION MAKING BY MANAGEMENT OF THE COMPANY. Our officers and directors beneficially own 70.607% of our
outstanding common stock. The interests of our officer and director may not be, at all times, the same as that of our other shareholders,
he will have the ability to exert complete control over the affairs of the Company. Also, he will have the ability to control the outcome
of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments
to our articles of incorporation. This concentration of ownership may also have the effect of delaying, deferring or preventing a change
of control of us, which may be disadvantageous to minority shareholders.
RULE
144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. All of the outstanding shares of common stock held by our
present officers, directors, and affiliate stockholders are restricted securities within the meaning of Rule 144 under
the Act. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements
of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We
are registering all of our outstanding Shares so officers, directors and affiliates will be able to sell their Shares if this Registration
Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain
conditions, sell every three months, in brokerage transactions, a number of Shares that does not exceed the greater of 1.0% of a companys
outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on
the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period
of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common
stock in any market that may develop.
THE
PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE. Our common stock will be subject to price 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.
YOU
MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK WHICH COULD BE
MATERIALLY ADVERSE TO THE VALUE OF OUR COMMON STOCK. As of July 31, 2023, we had 153,105,464 shares of our common stock issued
and outstanding. We are authorized to issue up to 345,000,000 shares of common stock. Our Board of Directors may authorize
the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also
issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection
with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other
business purposes, including the satisfaction of outstanding debt to affiliates and others. Future sales of substantial amounts of our
common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If
we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If
we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current
stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous to our
common stockholders.
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 investors capital will be at risk.
FAILURE
TO ACHIEVE AND MAINTAIN INTERNAL CONTROLS IN ACCORDANCE WITH SECTIONS 302 AND 404(A) OF THE SARBANES-OXLEY ACT OF 2000 COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE. If we fail to maintain adequate internal controls or fail to implement required
new or improved controls, as such control standards are modified, supplemented or amended from time to time, we may not be able to assert
that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls
are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot
produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence
in our reported financial information, and there could be a material adverse effect on our stock price.
Item
1B. Unresolved Staff Comments.
None.
Item
2. Properties.
On
May 26, 2020, the Company has entered into a three year lease agreement for its office premises which terminates on May 25, 2023. The
office space is 600 square meters. The annual rent is 480,000RMB ($72,000) which has been paid in advance for the initial year of the
lease. The lease ended in May 2023 without renewal. The Company did not renew the lease. Presently, the Company uses the offices of a
Company owned by Mr. Su, the Companys Chief Executive Officer and majority shareholder, on a rent free basis.
Item
3. Legal Proceedings.
There
are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which
any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting
securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened
or contemplated against it.
Item
4. Mine Safety Disclosures.
None.
PART
II
Item
5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
common stock currently trades sporadically on the OTC-Expert Market under the symbol CCYC. We began trading on OTC Markets
in December 2018. Any such trades can not be used an indication of value of such shares or the Company.
The
OTC-Pink is a quotation system and not a national securities exchange, and many companies have experienced limited liquidity when traded
through this quotation system. Any trading has been sporadic and there has been no meaningful trading volume. Any investment in our Company
should be considered extremely risky as we are a shell company, as defined under the Act, with no business operations and
no revenues.
Common
Stock:
The
Company is authorized by its Articles of Incorporation, as amended, to issue 345,000,000 shares of Common Stock and 153,105,464 shares
of Common Stock issued and outstanding. As of July 31, 2023, there were 5 holders of record of the Common Stock.
Preferred
Stock:
Our
Articles of Incorporation do not allow for the issuance of preferred stock.
Dividend
Policy
The
Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the
foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Companys
earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred
Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power
to issue any or all of our authorized but unissued shares without stockholder approval.
Recent
Sales of Unregistered Securities
None.
Issuer
Purchases of Equity Securities
None.
Item
6. Selected Financial Data.
As
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.
Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
You
should read the following discussion together with our financial statements and the related notes included elsewhere in this Annual Report.
This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially
from those we currently anticipate as a result of many factors.
Forward
Looking Statements
Some
of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as may, will, expect, anticipate,
believe, estimate and continue, or similar words. You should read statements that contain these
words carefully because they:
● |
discuss
our future expectations; |
|
|
● |
contain
projections of our future results of operations or of our financial condition; and |
|
|
● |
state
other forward-looking information. |
We
believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately
predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated
in these forward-looking statements as a result of certain factors.
Description
of Business
Brilliant
N.E.V. Corp. (formerly Clancy Corp.) (The Company) was incorporated on March 22, 2016 under the laws of the State of Nevada,
USA. The Company initially was formed for the purpose of producing and selling handcrafted soaps.
On
April 13, 2020, the Company registered Shanghai Clancy Enterprise Management Co., Ltd. (Shanghai Clancy) as a wholly foreign-owned entity
and as a wholly owned subsidiary in Shanghai, China. Shanghai Clancy had no business activity from inception through June 30, 2023. On
April 24, 2020, Shanghai Clancy registered Beijing Clancy Information Technology Co., Ltd. (Beijing Clancy) in Beijing as its wholly-owned
subsidiary and a second tier subsidiary of the Company.
From
August 1, 2020 to April 30, 2021, the Company business centered on providing IT services to a small number of clients. In
May 2021, the Company ceased its IT services and re-focused its operations to provide marketing services to small and median sized businesses.
Clancy was a product marketing consulting firm that provides product marketing consulting services to clients. The Company developed
marketing programs and strategies in line with customer needs. Our marketing programs was designed to provide clients with detailed
analysis on the market data in their industry, including historical data. We also assisted clients expand their marketing communication
channels including but not limited to advertisements in the business journals, electronical communication tools such as WeChat marketing
programs, etc. We charge an agreed upon fee based on technical difficulties and the marketing reach of the programs. During the fourth
quarter of fiscal 2022, we terminated this business.
In
June 2023, the Companys former major shareholder and sole director Mr. Xiangying Meng, entered into a stock purchase agreement (SPA)
with Mr. Guangzhe Su. Pursuant to the SPA, Mr. Guangzhe Su became the major shareholder and the Companys CEO. Due to the ownership change
and pursuant to the SPA, the Company ceased the operations of its China subsidiaries.
In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
Results
of Operations
Revenues.
For
the years ended July 31, 2023 and 2022, the Company had no revenues.
Costs
of Revenues
For
the years ended July 31, 2023 and 2022, the Company had no cost of goods sold as we did not have any revenues for the respective periods.
Operating
Expenses
For
the year ended July 31, 2023, the Company had total operating expenses of $292,590, including operating expenses of $52,371 from continuing
operations and $240,219 from discontinued operations. The operating expenses of $52,371 from continuing operations consist of $38,200
professional fees, $0 of research and development and $14,171 of general and administrative expenses. The operating expenses of $240,519
from discontinued operations consist of $0 of professional fees, $53,160 in research and development (R&D), $187,109 in general and
administrative expenses and interest income of $50.
For
the year ended July 31, 2022, the Company had total operating expenses of $380,650, including operating expenses of $41,734 from continuing
operations and $338,989 from discontinued operations. The operating expenses of $41,734 from continuing operations consist of $26,750
professional fees, $0 of research and development and $14,984 of general and administrative expenses. The $operating expenses of $338,916
from discontinued operations consists of $0 of professional fees, $258,764 in research and development (R&D), $80,225 in general
and administrative expenses and interest income of $73.
Net
Loss
For
the fiscal year ended July 31, 2023 and 2022, the Company had net losses of $292,590 and $380,650, respectively, for the reasons discussed
above.
Liquidity
and Capital Resources
As
of July 31, 2023, the Company had working capital deficit of $5,401 compared with a working capital deficit of $561,224 for the prior
fiscal year end. The significant change in working capital deficit is primarily due to the discontinuation of the Companys China operations
after the ownership change at the end of June 2023.
The
Company can provide no assurances that it can continue to satisfy its cash requirements for at least the next twelve months.
The
following is a summary of the Companys cash flows from operating and financing activities for the years ended July 31, 2023 and
2022:
| |
Fiscal Year Ended July 31, 2023 | | |
Fiscal Year Ended July 31, 2022 | |
Net Cash Used From Operating Activities – Continuing Operations | |
$ | (69,278 | ) | |
$ | (37,154 | ) |
Net Cash Used From Operating Activities – Discontinued Operations | |
| 133,483 | | |
| (333,196 | ) |
Net Cash Provided (adjustment) From Financing Activities – Continuing Operations | |
$ | (110,837 | ) | |
$ | 30,000 | |
Net Cash Provided From Financing Activities – Discontinued Operations | |
| - | | |
| 306,327 | |
Effect of exchange rate change on cash | |
$ | 46,499 | | |
$ | (841 | ) |
Net Change in Cash | |
$ | (133 | ) | |
$ | (34,864 | ) |
Operating
Activities
During
the year ended July 31, 2023, the Company had a net loss of $292,590 and after adjusting for lease expenses, increases in prepaid expenses,
accounts payable and the discontinued operation adjustment, resulted in net cash of $64,205, of which $69,278 used from continuing operations
and $133,483 provided from discontinued operations. By comparison, during the year ended July 31, 2022, the Company had used $370,350
in operating activities, $37,154 used in continuing operations and $333,196 used in discontinued operations.
Financing
Activities
During
the year ended July 31, 2023, due to the ownership change, the Company received debt adjustment of $110,837 from the advances from the
related party, resulting in the debt reduction of $110,837 in financing activities for the period. By comparison, during the year ended
July 31, 2022, the Company received $30,000 of proceeds from continuing operations and $306,327 from discontinued operations. The significant
change in financing activities was due to the ownership change in June 2023 and the discontinuation of its China operations.
Our
financial statements reflect the fact that we do not have any sufficient revenue to cover expenses. We are at present under-capitalized.
The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its
business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties
to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the
Company may not be able to implement its plan of operations.
Our
auditors have issued a going concern opinion on our financial statements.
Basis
of presentation
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America. The Companys yearend is July 31.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company
had $1,302 in cash and equivalents as of July 31, 2023 and $1,435 as of July 31, 2022.
Prepaid
Expenses
Prepaid
Expenses are recorded at fair market value. The Company had $0 in prepaid expenses as of July 31, 2023 and $212 as of July 31, 2022.
Depreciation,
Amortization, and Capitalization
The
Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the
assets. The Company establishes capitalization policy of its assets based on dollar amount that are more than $1,000 in value or if its
estimated useful life exceeds one year. We estimate that the useful life of our equipment is 3 years. Expenditures for maintenance and
repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the propertys useful life
are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts
and the resultant gain or loss is included in net income.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
Fair
Value of Financial Instruments
ASC
topic 820 Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the
inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring
fair value are observable in the market.
These
tiers include:
Level
1: |
defined
as observable inputs such as quoted prices in active markets; |
|
|
Level
2: |
defined
as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
|
|
Level
3: |
defined
as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The
carrying value of cash and the Companys loan from shareholder approximates its fair value due to their short-term maturity.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by
applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5:
Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide
information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories;
b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance
obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to
the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements
to those contracts.
Basic
Income (Loss) Per Share
The
Company computes income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic loss per share
is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted income (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. As of July 31, 2023,
there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive
Income
Comprehensive
income is defined as all changes in stockholders equity (deficit), exclusive of transactions with owners, such as capital investments.
Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such
as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For
the year ended July 31, 2023, the comprehensive loss was $246,091 which contains the foreign currency translation gain of $46,499.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
Recent
Accounting Pronouncements
We
have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements
will have a material impact on the Company.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the
Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
Contractual
Obligations
As
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
As
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.
Item
8. Financial Statements and Supplementary Data.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Brilliant
N.E.V Corp.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Brilliant N.E.V Corp. (the Company) as of July31, 2023 and 2022, and the related statements
of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of July 31, 2023 and 2022, 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.
Going
Concern Matter
As
discussed in Note 2 to the financial statements, as of July 31, 2023, the Company experienced an accumulated deficit of $272,839 and
suffered from continuous losses for a reasonable period of time, which is considered to be one year from the issuance date of the financial
statements. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans
in regard to this matter are described in Note 2. 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 audit 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
provide a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.
/s/
RH CPA
We
have served as the Company’s auditor since 2023.
6398
Bayside,
New York
November
13, 2023
BRILLIANT
N.E.V CORP. (FORMERLY CLANCY CORP.)
CONSOLIDATED
BALANCE SHEETS
| |
| | | |
| | |
ASSETS | |
July 31, 2023 | | |
July 31, 2022 | |
CURRENT ASSETS: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 1,302 | | |
$ | 1,435 | |
Prepaid expenses | |
| - | | |
| 212 | |
Current assets of discontinued operations | |
| - | | |
| 18,076 | |
Total current assets | |
| 1,302 | | |
| 19,723 | |
| |
| | | |
| | |
OTHER ASSETS | |
| | | |
| | |
Operating lease right of use – building | |
| - | | |
| 1,380 | |
Non-current assets of discontinued operations | |
| - | | |
| 61,687 | |
TOTAL ASSETS | |
$ | 1,302 | | |
$ | 82,790 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS DEFICIT | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable | |
$ | 2,321 | | |
$ | - | |
Advances - related party | |
| 4,382 | | |
| 115,219 | |
Operating lease liability – current | |
| - | | |
| 20,820 | |
Liabilities of discontinued operations | |
| - | | |
| 444,908 | |
TOTAL CURRENT LIABILITIES | |
| 6,703 | | |
| 580,947 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 6,703 | | |
| 580,947 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
STOCKHOLDERS DEFICIT | |
| | | |
| | |
Common
Stock, 0.001 par value, authorized 345,000,000 shares, 153,105,464 shares issued and outstanding as of July 31, 2023 and July
31, 2022 | |
| 153,105 | | |
| 153,105 | |
Additional paid in capital | |
| 114,333 | | |
| 213,251 | |
Accumulated other comprehensive income (loss) | |
| - | | |
| 12,058 | |
Accumulated deficit | |
| (272,839 | ) | |
| (876,571 | ) |
TOTAL STOCKHOLDERS DEFICIT | |
| (5,401 | ) | |
| (498,157 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | |
$ | 1,302 | | |
$ | 82,790 | |
See
accompanying notes to the consolidated financial statements.
BRILLIANT
N.E.V CORP. (FORMERLY CLANCY CORP.)
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
| | | |
| | |
| |
For the years ended July 31, | |
| |
2023 | | |
2022 | |
Revenues | |
$ | - | | |
$ | - | |
Cost of goods sold | |
| - | | |
| - | |
Gross profit (loss) | |
| - | | |
| - | |
| |
| | | |
| | |
EXPENSES | |
| | | |
| | |
Professional fees | |
| 38,200 | | |
| 26,750 | |
General and administrative Expenses | |
| 14,171 | | |
| 14,984 | |
TOTAL OPERATING EXPENSES | |
| 52,371 | | |
| 41,734 | |
| |
| | | |
| | |
LOSS FROM CONTINUING OPERATIONS | |
| (52,371 | ) | |
| (41,734 | ) |
LOSS FROM DISCONTINUED OPERATIONS | |
| (240,219 | ) | |
| (338,916 | ) |
Provision for income taxes | |
| - | | |
| - | |
NET LOSS | |
$ | (292,590 | ) | |
$ | (380,650 | ) |
OTHER COMPREHENSIVE ITEM | |
| | | |
| | |
Foreign currency translation gain (loss) | |
| 46,499 | | |
| 14,547 | |
COMPREHENSIVE LOSS | |
$ | (246,091 | ) | |
$ | (366,103 | ) |
NET LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - BASIC & DILUTED | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
NET LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - BASIC & DILUTED | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED | |
| 153,105,464 | | |
| 153,105,464 | |
See
accompanying notes to the consolidated financial statements.
BRILLIANT
N.E.V CORP. (FORMERLY CLANCY CORP.)
CONSOLIDATED
STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT
For
the years ended July 31, 2023 and 2022
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
| | |
| | |
Accumulated | | |
| | |
| |
| |
| | |
| | |
Additional | | |
Other | | |
| | |
| |
| |
Common Stock | | |
Paid in | | |
Comprehensive | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Income(Loss) | | |
Deficit | | |
TOTAL | |
Balance, July 31, 2021 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | (2,489 | ) | |
$ | (495,920 | ) | |
$ | (132,053 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Currency translation | |
| - | | |
| - | | |
| - | | |
| 14,547 | | |
| - | | |
| 14,547 | |
Net loss – discontinued operations | |
| - | | |
| - | | |
| - | | |
| - | | |
| (338,916 | ) | |
| (338,916 | ) |
Net Loss – continuing operations | |
| - | | |
| - | | |
| - | | |
| - | | |
| (41,734 | ) | |
| (41,734 | ) |
Balance, July 31, 2022 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | 12,058 | | |
$ | (876,571 | ) | |
$ | (498,157 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjustments from discontinued operations | |
| - | | |
| - | | |
| (98,918 | ) | |
| (58,557 | ) | |
| 896,322 | | |
| 738,847 | |
Currency translation | |
| | | |
| | | |
| | | |
| 46,499 | | |
| | | |
| 46,499 | |
Net loss – discontinued operations | |
| - | | |
| - | | |
| - | | |
| - | | |
| (240,219 | ) | |
| (240,219 | ) |
Net loss – continuing operations | |
| | | |
| | | |
| | | |
| | | |
| (52,371 | ) | |
| (52,371 | ) |
Balance, July 31, 2023 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 114,333 | | |
$ | - | | |
$ | (272,839 | ) | |
$ | (5,401 | ) |
See
accompanying notes to the consolidated financial statements.
BRILLIANT
N.E.V CORP. (FORMERLY CLANCY CORP.)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
| | | |
| | |
| |
For the years ended July 31, | |
| |
2023 | | |
2022 | |
OPERATING ACTIVITIES | |
| | | |
| | |
Net loss from continuing operations | |
$ | (52,371 | ) | |
$ | (41,734 | ) |
Net loss from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
Adjustments to reconcile net cash used in operating activities: | |
| | | |
| | |
Right-of-use/lease liability adjustments | |
| (19,440 | ) | |
| 6,480 | |
Decrease in assets: | |
| | | |
| | |
Change in prepaid expenses | |
| 212 | | |
| 188 | |
Changes in deposit | |
| - | | |
| - | |
Increase in liabilities: | |
| | | |
| | |
Accounts payable | |
| 2,321 | | |
| (2,088 | ) |
Increase in discontinued operations | |
| 373,702 | | |
| 5,720 | |
Net cash provided (used) in continuing operation activities | |
| (69,278 | ) | |
| (37,154 | ) |
Net cash provided (used) in discontinued operation activities | |
| 133,483 | | |
| (333,196 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES: | |
| | | |
| | |
Advances (debt adjustment)from related party - continuing operation | |
| (110,837 | ) | |
| 30,000 | |
Advances from related party - discontinued operation | |
| - | | |
| 306,327 | |
| |
| | | |
| | |
Total Net Cash Provided (used) by Financing Activities | |
| (110,837 | ) | |
| 336,327 | |
| |
| | | |
| | |
EFFECT OF EXCHANGE RATE CHANGE ON CASH | |
| 46,499 | | |
| (841 | ) |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH | |
| (133 | ) | |
| (34,864 | ) |
| |
| | | |
| | |
CASH AT BEGINNING OF YEAR | |
| 1,435 | | |
| 54,375 | |
CASH AT END OF YEAR – CONTINNUING OPERATIONS | |
| 1,032 | | |
| 1,435 | |
CASH AT END OF YEAR – DISCONTINUED OPERATIONS | |
$ | - | | |
$ | 18,076 | |
| |
| | | |
| | |
Supplemental Cash flow Information: | |
| | | |
| | |
Interest Paid | |
$ | - | | |
$ | - | |
Taxes Paid | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Supplemental Disclosure of Non Cash Lease Activity: | |
| | | |
| | |
Recognition of Right of use asset | |
$ | - | | |
$ | - | |
Recognition of Lease liability | |
$ | - | | |
$ | - | |
See
accompanying notes to the consolidated financial statements.
BRILLIANT
N.E.V CORP. (FORMERLY CLANCY CORP.)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY
31, 2023
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Brilliant
N.E.V. Corp. (formerly Clancy Corp.) (Company) was incorporated on March 22, 2016 under the laws of the State of Nevada,
USA. The Company initially was formed for the purpose of producing and selling handcrafted soaps. Except where content requires, the
Company includes its subsidiaries.
On
January 15, 2020, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State which
effectuated the following corporate actions:
|
● |
the
forward split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) post-split shares for
a one (1) pre-split share basis applicable to stockholders of record as of January 2, 2020, and |
|
● |
The
increase of the Companys authorized shares of common stock, $0.001 par value, from 75,000,000 to 345,000,000. |
The
above corporate actions were adopted by written consent of our sole Director on January 2, 2020, and the sole Director recommended the
Corporate Actions be presented to our shareholders for approval. On January 3, 2020, our majority stockholder, holding 64.4% of our outstanding
voting securities executed written consent approving the stated corporate actions. For purposes of the forward stock split described
above, the sole Director also set January 2, 2020 as the record date of such action.
On
March 31, 2020, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and
among Clancy Corp, Gaoyang Liu (Seller), and Xiangying Meng (Buyer), Seller assigned, transferred and conveyed
to Buyer 60,000,000 shares of common stock of Company (Common Stock), which represents 64.4% of the total
issued and outstanding shares of the Company, for the sum of $285,000. In addition, Seller assigned his rights and interest to outstanding
loans made by Seller to the Company in the amount of $55,609 for the face value of such loans. Mr. Meng owned 67,500,000 shares of common
stock of the Company. In connection with the transaction, Mr. Liu, the then sole officer and director of the Company resigned in all
officer and director capacities from the Company and Mr. Meng was appointed Chief Executive Officer and Chief Financial Officer of the
Company. In addition, Mr. Meng was appointed the sole director of the Company.
Brilliant
N.E.V. Corp. (formerly Clancy Corp.) registered a wholly foreign-owned entity in Shanghai, China on April 13, 2020 named Shanghai Clancy
Enterprise Management Co., Ltd. (Shanghai Clancy). Shanghai Clancy registered a wholly-owned subsidiary
in Beijing on April 24, 2020. Its name is Beijing Clancy Information Technology Co., Ltd. (Beijing Clancy). The main business
scope is technology development, transfer, consultation, services and promotion.
In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
On
July 6, 2020, the Nevada Secretary of State approved the Companys Certificate of Amendment to Articles of Incorporation with which
effectuated the following corporate action:
|
● |
the
reverse split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) pre-split shares to one
(1) post-split share basis. Fractional shares resulting from the action will be rounded up to the nearest whole share. |
The
above corporate action was adopted by written consent of our sole Director on June 11, 2020, and the sole Director recommended the corporate
action be presented to our shareholders for approval. For purposes of the reverse stock split described above, the sole Director also
set June 12, 2020 as the record date of such action. On June 12, 2020, our majority stockholder, holding 91.88% of our outstanding voting
securities, executed written consent in lieu of a shareholder meeting approving the corporate action.
All
shares disclosed in the financial statements and notes to the financial statements have been retroactively adjusted for the 30 for 1
reverse split.
From
August 1, 2020 to April 30, 2021, the Company business centered on providing IT services to a small number of clients. Beginning in May
2021, the Company terminated its IT services and re-focused its business operations to providing business consulting services to small
and median sized businesses. Management believes their prior business experience will enable them to assist small and medium sized companies
improve their operating efficiencies. The Company will charge its clients based on their performance. Management believes the new business
model will reduce internal overhead costs and potentially provide a larger market for its services.
In
June 2023, the Companys former major shareholder and sole director Mr. Xiangying Meng and other shareholders, entered into a stock purchase
agreement (SPA) with Mr. Guangzhe Su. Pursuant to the SPA, Mr. Guangzhe Su became the major shareholder and the Companys CEO. Due to
the ownership change and pursuant to the SPA, the Company ceased the operations of its China subsidiaries.
In
July 2023, based on the majority shareholders approval, the Company changed its name from Clancy Corp. to Brilliant N.E.V Corp. The
Company emended its Articles of Incorporation with the Nevada Secretary of State to effect the name change and also has filed an Issuer
Company-Related Action Notification Form with FIBRA to reflect the change and applied for a new stock symbol.
NOTE
2 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the
year ended July 31, 2023, the Company incurred loss, an accumulated deficit and experienced negative cash flow from operations. These
conditions raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
The
Covid-19 pandemic presents novel challenges and a chaotic business environment globally. The duration and intensity of the impact of
the Covid-19 to business entities differ geographically. Covid-19 has a limited impact on the Companys activities The impact on
the Companys result of operation and the financial statements was immaterial as of July 31, 2023.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS
OF PRESENTATION.
The
consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in
the United States of America (US GAAP) and include the accounts of Brilliant N.E.V Corp. (formerly Clancy Corp.)and its
wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Fiscal
year end
The
Companys year end is July 31st.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by
applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5:
Recognize revenue when (or as) the entity satisfies a performance obligation.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less. Because
of short maturity of these investments, the carrying amounts approximate their fair values.
Concentration
of Credit Risk
The
Company is exposed to credit risk in the normal course of business, primarily related to cash and cash equivalents. The cash is deposited
in the institution insured by the Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such accounts.
Leases
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU)
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets.
ROU
assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities recognized at
July 31, 2023 and 2022 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease.
In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on
a straight-line basis over the lease term.
The
Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term leases.
Reporting
Currency and Translation
The
financial statements of the Companys foreign subsidiaries are measured using the local currency, Renminbi (RMB),
as the functional currency; whereas the functional currency of Brilliant N.E.V Corp. (formerly Clancy Corp.)and reporting currency of
the Company is the United States dollar (USD or $).
The
Company has discontinued operations in China where the local currency of RMB was used to prepare the financial statements which were
translated into the Companys reporting currency, U.S. dollars. The local currency of RMB is the functional currency for the discontinued
operations outside the United States. Changes in the exchange rates between this currency and the Companys reporting currency,
are partially responsible for some of the periodic changes in the consolidated financial statements. Assets and liabilities of the Companys
foreign operations are translated into U.S. dollars at the spot rate in effect at the applicable reporting date. Revenues and expenses
of the Companys foreign discontinued operations are translated at the average exchange rate during the applicable period. The
resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in
stockholders deficit. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency
different from the functional currency of the applicable entity are recorded in general and administrative expense in the period in which
they occur. For the years ended July 31, July 31, 2023 and 2022 there were no realized or unrealized transaction gains and losses generated
by transactions denominated in a currency different from the functional currency of the applicable entities.
The
exchange rates used to translate amounts in RMB to USD for the purposes of preparing the consolidated financial statements were as follows:
Schedule of exchange rates | |
| | | |
| | |
| |
July 31, 2023 | | |
July 31, 2022 | |
Period end USD: RMB exchange rate | |
| 7.13 | | |
| 6.74 | |
Average USD: RMB exchange rate | |
| 7.02 | | |
| 6.50 | |
Foreign
Operations
All
of the Companys discontinued operations and assets are located in Beijing China. The Company may be adversely affected by possible
political or economic events in this country. The effect of these factors cannot be accurately predicted.
Basic
Income (Loss) Per Share
The
Company computes income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic (loss) per share
is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares
during the period. Diluted income (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. As of July 31, 2023, and 2023, there
were no potentially dilutive equity instruments issued or outstanding.
Comprehensive
Income
The
Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220, Comprehensive
Income, in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has
one item of other comprehensive income, consisting of a foreign translation adjustment; however, the translation adjustment was immaterial
for the years ending July 31, 2023 and 2022.
Financial
Instruments
The
carrying value of the Companys short-term financial instruments, such as accounts payable and advances, approximates their fair
values because of their short maturities.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
Recently
Adopted Accounting Pronouncements
As
of July 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Companys
consolidated financial statements.
NOTE
4 – DISCONTINUED OPERATIONS
In
June 2023, the Companys former major shareholder and sole director Mr. Xiangying Meng along with other shareholders, entered into a
stock purchase agreement (SPA) with Mr. Guangzhe Su. Pursuant to the SPA, Mr. Guangzhe Su became the major shareholder and the Companys
CEO. Due to the ownership change and pursuant to the SPA, the Company ceased the operations of its China subsidiaries in June 2023.
The
following table presents the components of discontinued operations in relation to the China subsidiaries reported in the statements of
operations:
Schedule of components of discontinued operations | |
| | | |
| | |
| |
Years Ended July 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Net Sales | |
| - | | |
| - | |
Operating costs and expenses | |
| 240,269 | | |
| 338,989 | |
Other income (loss) | |
| 50 | | |
| 73 | |
Income (loss) before income taxes, loss
on equity investment, and non-controlling interest | |
| (240,219 | ) | |
| (338,916 | ) |
Income tax | |
| - | | |
| - | |
Income (loss) from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
| |
| | | |
| | |
Comprehensive income statement | |
| | | |
| | |
Net income (loss) from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
Foreign currency translation loss | |
| 46,499 | | |
| 14,547 | |
Total comprehensive income (loss) from discontinued operations | |
| (193,720 | ) | |
| (324,369 | ) |
NOTE
5 – COMMITMENTS AND CONTINGENCIES
On
October 19, 2017 the Company entered into a five-year rental agreement for a $540 monthly fee, starting on November 1, 2017. Leased Premise
with the area of 74 square meters is located at 8 Stasinou Ave, Lefkosia 1060, Nicosia, Cyprus.
Due
to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease standard
at the adoption date, the Company has capitalized the present value of the minimum lease payments commencing August 1, 2019, using an
estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered
to be non-lease components.
Because
of the ownership change in June 2019, the Company did not use the premise anymore and no payments were made. But the Company adopted
ASC 842 accounting for leases and continued to accumulated lease liabilities up to the quarter ended July 31, 2023. Due to the ownership
change and pursuant to the SPA, the former major shareholder assumed the accumulated lease liabilities of $21,060.
On
May 26, 2020, the Company entered into a three-year rental agreement for a 32,000 RMB per month. The office is located on the second
floor of BYD 4S shop, No 56, Dongsihuan South Road, Chaoyang District, Beijing. In May 2020, the Company paid 480,000RMB ($67,306) including
the first year rent of 384,000 RMB ($53,845) and three month rent of 96,000 RMB ($13,461) as the security deposit. In May 2021, the Company
paid 384,000 RMB ($60,300) for the second year. In June 2022, the Company paid 384,000 RMB ($59,170) for the third and final year. Due
to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease standard
at the adoption date, the Company has capitalized the present value of the minimum lease payments commencing August 1, 2019, using an
estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered
to be non-lease components.
The
three year lease ended in May 2023 and the Company did not renew the lease. As of July 31, 2023 and 2022, the total operating lease Right
of Use assets were $0 and $48,832, respectively.
Total
lease expense under operating leases for the year ended July 31, 2023 and 2022 were $45,576 and $64,506, respectively.
As
of July 31, 2023 and 2022, the total operating lease Right of Use assets were $0 and $48,832, respectively.
NOTE
6 – RELATED PARTY TRANSACTIONS
The
Companys former major shareholder and now Chief Financial Officer has been funding the Company for its operations on an as needed
basis. For the year ended July 2022, the Company received $336,327, including $30,000 for the continuing operations and $306,327 for
the discontinued operations. During the year ended July 31, 2023, the former major shareholder and now Chief Financial Officer loaned
the Company $4,382. As of July 31, 2023 and 2022, the
Company owed the former major shareholder and now Chief Financial Officer $4,382 and $541,750, respectively. This loan is unsecured,
non-interest bearing and due on demand.
NOTE
7 - RESEARCH AND DEVELOPMENT EXPENSE
The
Company incurred significant expenses in research and development (R&D). For the years ended July 31, 2023 and 2022, the R&D
expenses were $53,160 and $258,764, respectively.
NOTE
8 – GENERAL AND ADMINISTRATIVE EXPENSES (G&A)
The
general and administrative expenses contain the following – continuing operations:
Schedule of General and Administrative Expenses | |
| | | |
| | |
| |
For the year ended July 31, | |
Description | |
2023 | | |
2022 | |
| |
| | |
| |
Payroll and payroll tax expenses | |
$ | - | | |
| - | |
Professional fees | |
| 38,200 | | |
| 26,750 | |
Lease expenses | |
| 1,620 | | |
| 6,480 | |
Other G&A | |
| 12,551 | | |
| 8,504 | |
Total | |
$ | 52,371 | | |
$ | 41,734 | |
The
general and administrative expenses contain the following – discontinued operations:
| |
For the year ended July 31, | |
Description | |
2023 | | |
2022 | |
| |
| | |
| |
Payroll and payroll tax expenses | |
$ | 140,206 | | |
| 19,763 | |
Professional fees | |
| - | | |
| - | |
Lease expenses | |
| 45,576 | | |
| 58,026 | |
Other G&A | |
| 1,327 | | |
| 2,436 | |
Total | |
$ | 187,109 | | |
$ | 80,225 | |
NOTE
9 – INCOME TAXES
The
Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740, Income Taxes.
Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii)
deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial
statements or tax returns. Deferred tax assets also include the prior years net operating losses (NOL) carried forward.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce
the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some
portion or all of the deferred tax assets will not be realized.
The
Company is subject to income taxes by entity on income arising in or derived from the tax jurisdiction in which each entity is domiciled. The
Companys PRC subsidiaries file their income tax returns online with PRC tax authorities. The Company conducts all of its businesses
through its subsidiaries and affiliated entities, principally in the PRC.
The
Companys US parent company was incorporated in the US and is subject to U.S. income tax rate of 21% and files U.S. federal income
tax return. As of July 31, 2023, the US entity had net operating loss carry forwards for income tax purpose of $200,813. The
ultimate realization of deferred tax assets is dependent upon the Companys future generation of taxable income during the periods
in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration
of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets due to the Companys US parent companys limited operating history and continuous loss, and has therefore established
a full valuation allowance as of July 31, 2023.
The
Companys wholly owned Chinese subsidiary Shanghai Clancy is a wholly foreign-owned entity (WFOE). Shanghai Clancy
had no business activity from inception through July 31, 2022. The Companys second tier WOFE subsidiary, Beijing Clancy, is subject
to the reduced PRC income tax rate as follows as per Caishui (2019) No. 13 issued by General Administration of Taxation, Ministry of
Finance of PRC in January 2019: if the annual taxable income of small enterprises does not exceed RMB 1 million ($152,000), only 25%
of such taxable income is required for paying the income tax at an income tax rate of 20% (equivalent to 5% of the total taxable income);
if the annual taxable income of small enterprises is between RMB 1 million ($152,000) and RMB 3 million ($456,000), only 50% of such
taxable income is required for paying the income tax at an income tax rate of 20% (equivalent to 10% of the total taxable income). This
tax-reduced policy is effective for the period from January 1, 2019 through December 31, 2022. Beijing Clancy did not have taxable income
for year ending July 31, 2022. Tax losses of the operating subsidiaries of the Company may be carried forward for five years in China.
Due
to the discontinuation of the Chinese subsidiaries, the NOL does not have any impact to the Company as of July 31, 2023.
The
following table reconciles the U.S. statutory rates to the Companys effective tax rate for the years ended July 31, 2023 and 2022:
Schedule of Effective Income Tax Rates | |
| | | |
| | |
| |
Fiscal Years Ended July 31, | |
| |
2023 | | |
2022 | |
US federal statutory rates | |
| (21.0 | )% | |
| (21.0 | )% |
Valuation allowance | |
| 21.0 | % | |
| 21.0 | % |
Effective tax rate | |
| - | % | |
| - | % |
Income
tax expense was $0 for the years ended July 31, 2023 and 2022. The provision for income tax expense (benefit) for the years ended July
31, 2023 and 2022 consisted of the following:
Schedule of Components of Income tax expense | |
| | | |
| | |
| |
2023 | | |
2022 | |
Income tax expense (benefit) | |
$ | (10,998 | ) | |
$ | (8,764 | ) |
Increase (decrease) in valuation allowance | |
| 10,998 | | |
| 8,764 | |
Total income tax expense | |
$ | - | | |
$ | - | |
The
Companys net deferred tax asset as of July 31, 2023 and 2022 is as follows:
Schedule of Deferred Tax Assets | |
| | | |
| | |
| |
July 31, 2023 | | |
July 31, 2022 | |
Deferred tax asset | |
| | | |
| | |
Net operating loss | |
$ | 42,171 | | |
$ | 46,298 | |
Total | |
| 42,171 | | |
| 46,298 | |
Less: valuation allowance | |
| (42,171 | ) | |
| (46,298 | ) |
Net deferred tax asset | |
$ | - | | |
$ | - | |
NOTE
10 - SHARES ISSUED FOR EQUITY FINANCING
In
December 2020, the Company issued 150,000,000 shares of common stock of the Company to five individuals including the Companys
CEO, at $0.002 per share. The Company received proceeds of $300,000 from this private placement. As of July 31, 2023 and July 31, 2022,
the shares out issued and outstanding were 153,105,464 for both yearend periods.
NOTE
11 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission, the
date the financial statements were available to be issued. Management is not aware of any reportable events that occurred subsequent
to the balance sheet date up to the date of filing this report except the following:
In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There
are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices
or financial statement disclosure. During fiscal year ended July 31, 2023, our auditor was changed to RH CPA.
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
In
connection with the preparation of this annual report, an evaluation was carried out by the Companys management, with the participation
of the principal executive officer and the principal financial officer, of the effectiveness of the Companys disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (Exchange Act) as of July 31, 2023.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commissions rules and
forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required disclosures.
Based
on that evaluation, the Companys management concluded, as of the end of the period covered by this report, that the Companys
disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be
disclosed, within the time periods specified in the Commissions rules and forms, and that such information was not accumulated
and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions
regarding required disclosures.
Managements
Report on Internal Control over Financial Reporting
The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys
internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial
officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys
financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal
control over financial reporting includes those policies and procedures that:
|
● |
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Companys
assets; |
|
● |
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations
of management and the board of directors; and |
|
● |
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys
assets that could have a material effect on the financial statements. |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may deteriorate.
The
Companys management conducted an assessment of the effectiveness of our internal control over financial reporting as of July 31,
2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013) as set forth in its Internal Control - Integrated Framework. This assessment identified material weaknesses
in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal
control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements
will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.
Management
has concluded that our internal control over financial reporting had the following material deficiencies:
|
● |
We
were unable to maintain segregation of duties within our business operations due to our reliance on limited personnel fulfilling
the role of officers and directors. |
|
● |
Lack
of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors
on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and
procedures. |
While
these control deficiencies did not adversely affect our 2023 or 2022 interim or annual financial statements, it could have resulted in
a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that this
control deficiency constitutes a material weakness.
To
the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company,
to further separate the responsibilities of principal executive team, intending to rely on two or more individuals. We will also seek
to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited
remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term
due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.
This
annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial
reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to Section
404(c) of the Sarbanes-Oxley Act that permit us to provide only managements report in this annual report.
Changes
in Internal Controls over Financial Reporting
During
the year ended July 31, 2023, there has been no change in internal control over financial reporting that has materially affected or is
reasonably likely to materially affect our internal control over financial reporting.
Item
9B. Other Information.
None
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
The
following table sets forth certain information concerning our officers and directors.
Name |
|
Age |
|
Position |
Guangzhe
Su |
|
52 |
|
Chief
(Principal) Executive Officer, President and Director |
Xiangying
Meng |
|
44 |
|
Chief
(Principal) Financial (Accounting) Officer, President and Director |
Management
and Director Biographies:
Guangzhe
Su. Mr. Su is an entrepreneur having formed numerous companies in his business career. In 2017, he established
Zhejiang Brilliant New Electric Vehicle Co., Ltd. (Brilliant NEV), a technology company, which among other things, provide
smart charging, power storage and replacement services, located in Zhejiang, PRC. In November 2022,
he also established Zhejiang Brilliant Business Holdings Co., Ltd., located in Zhejiang, PRC, which
is the parent entity of Brilliant NEV. Presently, he is the Chairman and General Manager of Zhejiang Brilliant Business Holdings Co.,
Ltd. He has acted in that capacity since 2022.
Xiangying
Meng. Mr. Meng has been the Companys sole officer and director since March 31, 2020. From December 2015 to April 2018, Mr.
Meng has worked as executive director of Beijing Chengdun Chengxun Information Technology Co., Ltd. From March 2018 to December 2019,
he was the Chief Executive Officer and a member of the board of directors of Beijing Chengdun Qixin Technology Co., Ltd. From April
2019 to present, he has been the Chief Executive Officer of Beijing Chengdun Kaibo Network Technology Co., Ltd. Mr. Meng has more than
ten years of experience in corporate management and more than fifteen years of experience in the IT industry. He is familiar with the
status and development trends of the IT market.
Family
Relationships amongst Directors and Officers:
None
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings
described in subparagraph (f) of Item 401 of Regulation S-K.
Significant
Employees
We
have no significant employees other than our sole officer and director named in this Annual Report.
Code
of Business Conduct and Code of Ethics
Our
Board of Directors has not adopted a Code of Business Conduct and Ethics because we currently have limited individuals serving as our
officers and directors.
Nominating
Committee
We
have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit
and Compensation Committee
The
Board of Directors acts as the audit committee and compensation committee. The Company does not have a qualified financial expert at
this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
Item
11. Executive Compensation.
DIRECTOR
AND OFFICER COMPENSATION
The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to our officers and directors by the
Company during the fiscal years ended July 31, 2023 and 2022 in all capacities:
Name
and Position |
|
Year |
|
Salary |
|
Bonus |
|
Stock
Award(s) |
|
Option|
Awards |
|
All
Other
Compensation |
|
Total |
Guangzhe
Su, Chief Executive Officer |
|
2023 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xiangying
Meng, Chief Financial Officer |
|
2023 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
|
2022 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
The
Companys current and former officers and directors have not received or accrued any cash or other remuneration since they
were appointed to serve in such capacities. No remuneration of any nature has been paid for on account of services rendered by a director
in such capacity. Our officers and directors intend to devote limited time to our affairs.
We
have formulated no plans as to the amounts of future cash compensation. It is possible that, after the Company successfully consummates
a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes
of providing services to the surviving entity. No retirement, pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted by the Company for the benefit of its employees. There are no understandings or agreements regarding compensation
our management will receive after a business combination that is required to be disclosed. The Company does not have a standing compensation
committee or a committee performing similar functions.
Outstanding
Equity awards
We
have no outstanding equity awards.
Employment
Agreements
We
do not have any employment agreements with our officers and directors.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the date of this filing by
(i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of
more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group.
Unless
otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect
to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer
unless otherwise noted. The percentage of common stock held by each listed person is based on 153,105,464 shares of common stock outstanding
as of the date of this filing.
Pursuant
to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion
privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities
of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.
The address of Mr. Su is the address of the Company.
Name of Beneficial Owner | |
Amount and Nature of Beneficial Owner | | |
Percent of Class | |
Officers and Directors | |
| | | |
| | |
Guangzhe Su | |
| 79,700,000 | | |
| 52.056 | % |
Xiangying Meng | |
| 28,403,250 | | |
| 18.551 | % |
All officers and directors as a group (2 individuals) | |
| 108,103,250 | | |
| 70.607 | % |
| |
| | | |
| | |
Greater than 5% Holders | |
| | | |
| | |
| |
| | | |
| | |
Meillon Equity Transfer Agency Services Ltd.(1) | |
| 31,000,000 | | |
| 20.247 | % |
Fusheng Lei(2) | |
| 14,000,000 | | |
| 9.1 | % |
(1). |
The
address of the shareholder is 1142 S. Diamond Bar Blvd. Suite 450, Diamond Bar, Ca 91765. The control person of the shareholder is
Mr. Fusheng Lei. |
(2). |
The
amount excludes 31,000,000 shares of common stock held by Meillon Equity Transfer Agent Services Ltd. The address of the shareholder
is Room 1401, Building 43, Area B, Linken Park, Yizhuang Town, Daxing District, Beijing, China. |
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Immediately
prior to June 28, 2019, the Companys then sole officer and director had a loan outstanding to the Company in the amount of $23,334.
This loan was unsecured, non-interest bearing and due on demand. As part of change of control transaction which occurred on June 28,
2019, the outstanding balance was forgiven and written off. As a result, the balance due to this former officer and director was $0 as
of July 31, 2019. On that same date (June 28, 2019), the Company also assigned all assets and liabilities to the former officer and director
of the Company. In connection with this change of control, the Company ceased its business operations and is now a shell company
as defined under Rule 405 promulgated under the Securities Act of 1933, as amended. On March 31, 2020, Mr. Meng purchased a controlling
interest in the Company and was assigned the rights and interest to the advances made to the company by the then former majority stockholder,
Mr. Gaoyang Liu. As of July 31, 2023, Mr. Meng, the new officer and director, has loaned the Company the sum of $4,382. This loan is
unsecured, non-interest bearing and due on demand.
On
December 23, 2020, the Company closed a private placement of its common stock to five parties pursuant to which these parties subscribed
to 150,000,000 shares of common stock for the sum of $300,000. Of the total offering, Mr. Xiangying Meng subscribed to 75,550,000 shares
and paid the Company the sum of $151,100.
On
June 26, 2023, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and among
the Company, Xiangying Meng, the Companys sole officer and director and majority shareholder, along with certain other shareholders,
as sellers (collectively Sellers), and Guangzhe Su (Buyer) (the Purchase Agreement), Sellers
collectively assigned, transferred and conveyed to Buyer a total of 79,700,000 shares of common stock of Company (Common Stock),
which represents approximately 52.056% of the total issued and outstanding shares of the Company. The Common Stock was acquired for the
sum of $50,000 payable to the Sellers, and in addition, the Company will enter into a two year consulting agreement with Mr. Meng for
$189,100. In addition, Mr. Meng forgave all of the outstanding indebtedness owed by the Company. Mr. Su used his own personal funds to
acquire the Common Stock.
Other
than as stated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed
pursuant to Item 404 of Regulation S-K.
Director
Independence:
Our
Common Stock is currently quoted on the OTC-Pink which does not have any director independence requirements. In determining whether
our directors are independent, we refer to NASDAQ Stock Market Rule 4200(a) (15) which indicates that a director is not considered to
be independent if he or she also is an executive officer or employee of the corporation. Based on those widely-accepted criteria, we
have determined that our directors Guangzhe Su and Xiangying Meng are not independent as they also serve as the officers of the Company.
Item
14. Principal Accountant Fees and Services.
RH
CPA is the Companys current independent registered public accounting firm.
(1)
Audit Fees
The
aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit
of annual financial statements and review of financial statements included in our quarterly reports or services that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:
2023 | |
| $ |
7,500 (Total) | | |
Jack Shama CPA ($3,000); and RH CPA ($4,000) |
2022 | |
| $ |
11,500 (Total) | | |
Jack Shama CPA ($4,000); Morison Cogen LLP ($3,500); and RH CPA ($4,000) |
(2)
Audit-Related Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably
related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
(3)
Tax Fees
The
aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning were:
(4)
All Other Fees
The
aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other
than the services reported in paragraphs (1), (2), and (3) were:
The
percentage of hours expended on the principal accountants engagement to audit our financial statements for the most recent fiscal
year that were attributed to work performed by persons other than the principal accountants full time, permanent employees was
0%.
Audit
Committees Pre-Approval Process
The
Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board
of Directors.
PART
IV.
Item
15. Exhibits, Financial Statement Schedules.
| (b) | Index to Exhibits
required by Item 601 of Regulation S-K. |
| + | In accordance with
SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. |
* |
Filed
herewith. |
|
|
(1) |
Filed
as an exhibit to the Companys registration statement on Form S-1, as filed with the Securities and Exchange Commission
on September 19, 2016 and incorporated herein by this reference. |
(2) |
Filed
as an exhibit to the Companys registration statement on Form S-1/A, as filed with the Securities and Exchange Commission
on December 12, 2016 and incorporated herein by this reference. |
(3) |
Filed
as an exhibit to the Companys registration statement on Form S-1/A, as filed with the Securities and Exchange Commission
on January 23, 2017 and incorporated herein by this reference. |
(4) |
Filed
as an exhibit to the Companys registration statement on Form S-1/A, as filed with the Securities and Exchange Commission
on March 23, 2017 and incorporated herein by this reference. |
(5) |
Filed
as an exhibit to the Companys Form 8-K, as filed with the Securities and Exchange Commission on January 24, 2020 and
incorporated herein by this reference. |
(6) |
Filed
as an exhibit to the Companys Form 8-K, as filed with the Securities and Exchange Commission on July 10, 2020 and incorporated
herein by this reference. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
BRILLIANT
N.E.V CORP. (FORMERLY CLANCY CORP.) |
|
|
|
Dated:
November 14, 2023 |
By: |
/s/
Xiangying Meng |
|
|
Xiangying
Meng |
|
|
CFO
(Principal Financial Officer, and Principal Accounting Officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the
registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Xiangying Meng |
|
CFO
and Director |
|
November
14, 2023 |
Xiangying
Meng |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Guangzhe Su |
|
President,
CEO and Director |
|
November
14, 2023 |
Guangzhe
Su |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
Exhibit
31.1
CERTIFICATION PURSUANT TO RULE 13a-14 OR
RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Guangzhe
Su, certify that:
1. I
have reviewed this Annual Report on Form 10-K for the fiscal year ended July 31, 2023 of Clancy Corp. (“Registrant”);
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The
Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed
in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. As
the Registrant’s sole certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing
the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal
control over financial reporting.
|
|
Date: November 14, 2023 |
|
|
/s/ Guangzhe Su |
|
Guangzhe Su |
|
|
|
Chief (Principal) Executive Officer and
President |
Exhibit
31.2
CERTIFICATION PURSUANT TO RULE 13a-14 OR
RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Xiangying Meng, certify that:
1. I
have reviewed this Annual Report on Form 10-K for the fiscal year ended July 31, 2023 of Clancy Corp. (“Registrant”);
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The
Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed
in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. As
the Registrant’s sole certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing
the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal
control over financial reporting.
|
|
Date: November 14, 2023 |
|
|
/s/ Xiangying Meng |
|
Xiangying Meng |
|
|
|
Chief (Principal) Financial Officer and
Principal Accounting Officer |
Exhibit
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Clancy Corp. (the “Company”) on Form 10-K for the fiscal year ended July 31,
2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of, the Principal
Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
/s/
Xiangying Meng |
|
Xiangying
Meng |
|
Chief
(Principal) Financial Officer and
Principal
Accounting Officer
|
|
/s/
Guangzhe Su |
|
Guangzhe Su |
|
Chief (Principal) Executive Officer and
President |
|
Dated:
November 14, 2023
v3.23.3
Cover - USD ($)
|
12 Months Ended |
|
|
Jul. 31, 2023 |
Nov. 14, 2023 |
Jan. 31, 2023 |
Cover [Abstract] |
|
|
|
Document Type |
10-K
|
|
|
Amendment Flag |
false
|
|
|
Document Annual Report |
true
|
|
|
Document Transition Report |
false
|
|
|
Document Period End Date |
Jul. 31, 2023
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2023
|
|
|
Current Fiscal Year End Date |
--07-31
|
|
|
Entity File Number |
333-213698
|
|
|
Entity Registrant Name |
BRILLIANT N.E.V. CORP.
|
|
|
Entity Central Index Key |
0001681769
|
|
|
Entity Tax Identification Number |
30-0944559
|
|
|
Entity Incorporation, State or Country Code |
NV
|
|
|
Entity Address, Address Line One |
Room 805
|
|
|
Entity Address, Address Line Two |
West Building 4
|
|
|
Entity Address, Address Line Three |
Xintiandi Business Center
|
|
|
Entity Address, City or Town |
Gongshu District, Hangzhou City
|
|
|
Entity Address, Country |
CN
|
|
|
Entity Address, Postal Zip Code |
310000
|
|
|
Country Region |
86
|
|
|
City Area Code |
189
|
|
|
Local Phone Number |
1098-4577
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Interactive Data Current |
No
|
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
|
Entity Small Business |
true
|
|
|
Entity Emerging Growth Company |
false
|
|
|
Entity Shell Company |
true
|
|
|
Entity Public Float |
|
|
$ 0
|
Entity Common Stock, Shares Outstanding |
|
153,105,464
|
|
Documents Incorporated by Reference [Text Block] |
None
|
|
|
Document Financial Statement Error Correction [Flag] |
false
|
|
|
Auditor Name |
RH CPA
|
|
|
Auditor Firm ID |
6398
|
|
|
Auditor Location |
Bayside,
New York
|
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v3.23.3
CONSOLIDATED BALANCE SHEETS - USD ($)
|
Jul. 31, 2023 |
Jul. 31, 2022 |
CURRENT ASSETS: |
|
|
Cash and cash equivalents |
$ 1,302
|
$ 1,435
|
Prepaid expenses |
|
212
|
Current assets of discontinued operations |
|
18,076
|
Total current assets |
1,302
|
19,723
|
OTHER ASSETS |
|
|
Operating lease right of use – building |
(0)
|
1,380
|
Non-current assets of discontinued operations |
|
61,687
|
TOTAL ASSETS |
1,302
|
82,790
|
CURRENT LIABILITIES: |
|
|
Accounts payable |
2,321
|
|
Advances - related party |
4,382
|
115,219
|
Operating lease liability – current |
|
20,820
|
Liabilities of discontinued operations |
|
444,908
|
TOTAL CURRENT LIABILITIES |
6,703
|
580,947
|
TOTAL LIABILITIES |
6,703
|
580,947
|
Commitments and Contingencies |
|
|
STOCKHOLDERS DEFICIT |
|
|
Common Stock, 0.001 par value, authorized 345,000,000 shares, 153,105,464 shares issued and outstanding as of July 31, 2023 and July 31, 2022 |
153,105
|
153,105
|
Additional paid in capital |
114,333
|
213,251
|
Accumulated other comprehensive income (loss) |
|
12,058
|
Accumulated deficit |
(272,839)
|
(876,571)
|
TOTAL STOCKHOLDERS DEFICIT |
(5,401)
|
(498,157)
|
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
$ 1,302
|
$ 82,790
|
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v3.23.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Jul. 31, 2023 |
Jul. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Common Stock, Par Value |
$ 0.001
|
$ 0.001
|
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345,000,000
|
345,000,000
|
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v3.23.3
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
|
12 Months Ended |
Jul. 31, 2023 |
Jul. 31, 2022 |
Income Statement [Abstract] |
|
|
Revenues |
|
|
Cost of goods sold |
|
|
Gross profit (loss) |
|
|
EXPENSES |
|
|
Professional fees |
38,200
|
26,750
|
General and administrative Expenses |
14,171
|
14,984
|
TOTAL OPERATING EXPENSES |
52,371
|
41,734
|
LOSS FROM CONTINUING OPERATIONS |
(52,371)
|
(41,734)
|
LOSS FROM DISCONTINUED OPERATIONS |
(240,219)
|
(338,916)
|
Net loss before tax |
(292,590)
|
(380,650)
|
Provision for income taxes |
|
|
NET LOSS |
(292,590)
|
(380,650)
|
OTHER COMPREHENSIVE ITEM |
|
|
Foreign currency translation gain (loss) |
46,499
|
14,547
|
COMPREHENSIVE LOSS |
$ (246,091)
|
$ (366,103)
|
NET LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - BASIC |
$ (0.00)
|
$ (0.00)
|
NET LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - DILUTED |
$ (0.00)
|
$ (0.00)
|
NET LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - BASIC |
$ (0.00)
|
$ (0.00)
|
NET LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - DILUTED |
$ (0.00)
|
$ (0.00)
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC |
153,105,464
|
153,105,464
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED |
153,105,464
|
153,105,464
|
X |
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v3.23.3
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS? DEFICIT - USD ($)
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
AOCI Attributable to Parent [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Jul. 31, 2021 |
$ 153,105
|
$ 213,251
|
$ (2,489)
|
$ (495,920)
|
$ (132,053)
|
Beginning Balance, shares at Jul. 31, 2021 |
153,105,464
|
|
|
|
|
Currency translation |
|
|
14,547
|
|
14,547
|
Net loss – discontinued operations |
|
|
|
(338,916)
|
(338,916)
|
Net loss – continuing operations |
|
|
|
(41,734)
|
(41,734)
|
Ending balance, value at Jul. 31, 2022 |
$ 153,105
|
213,251
|
12,058
|
(876,571)
|
(498,157)
|
Ending Balance, shares at Jul. 31, 2022 |
153,105,464
|
|
|
|
|
Adjustments from discontinued operations |
|
(98,918)
|
(58,557)
|
896,322
|
738,847
|
Currency translation |
|
|
46,499
|
|
46,499
|
Net loss – discontinued operations |
|
|
|
(240,219)
|
(240,219)
|
Net loss – continuing operations |
|
|
|
(52,371)
|
(52,371)
|
Ending balance, value at Jul. 31, 2023 |
$ 153,105
|
$ 114,333
|
|
$ (272,839)
|
$ (5,401)
|
Ending Balance, shares at Jul. 31, 2023 |
153,105,464
|
|
|
|
|
X |
- DefinitionAmount after tax of income (loss) from continuing operations attributable to the parent.
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v3.23.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
12 Months Ended |
Jul. 31, 2023 |
Jul. 31, 2022 |
OPERATING ACTIVITIES |
|
|
Net loss from continuing operations |
$ (52,371)
|
$ (41,734)
|
Net loss from discontinued operations |
(240,219)
|
(338,916)
|
Adjustments to reconcile net cash used in operating activities: |
|
|
Right-of-use/lease liability adjustments |
(19,440)
|
6,480
|
Decrease in assets: |
|
|
Change in prepaid expenses |
212
|
188
|
Changes in deposit |
|
|
Increase in liabilities: |
|
|
Accounts payable |
2,321
|
(2,088)
|
Increase in discontinued operations |
373,702
|
5,720
|
Net cash provided (used) in continuing operation activities |
(69,278)
|
(37,154)
|
Net cash provided (used) in discontinued operation activities |
133,483
|
(333,196)
|
FINANCING ACTIVITIES: |
|
|
Advances (debt adjustment)from related party - continuing operation |
(110,837)
|
30,000
|
Advances from related party - discontinued operation |
|
306,327
|
Total Net Cash Provided (used) by Financing Activities |
(110,837)
|
336,327
|
EFFECT OF EXCHANGE RATE CHANGE ON CASH |
46,499
|
(841)
|
NET INCREASE (DECREASE) IN CASH |
(133)
|
(34,864)
|
CASH AT BEGINNING OF YEAR |
1,435
|
54,375
|
CASH AT END OF YEAR – CONTINNUING OPERATIONS |
1,032
|
1,435
|
CASH AT END OF YEAR – DISCONTINUED OPERATIONS |
|
18,076
|
Supplemental Cash flow Information: |
|
|
Interest Paid |
|
|
Taxes Paid |
|
|
Supplemental Disclosure of Non Cash Lease Activity: |
|
|
Recognition of Right of use asset |
|
|
Recognition of Lease liability |
|
|
X |
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v3.23.3
ORGANIZATION AND NATURE OF BUSINESS
|
12 Months Ended |
Jul. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
ORGANIZATION AND NATURE OF BUSINESS |
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Brilliant
N.E.V. Corp. (formerly Clancy Corp.) (Company) was incorporated on March 22, 2016 under the laws of the State of Nevada,
USA. The Company initially was formed for the purpose of producing and selling handcrafted soaps. Except where content requires, the
Company includes its subsidiaries.
On
January 15, 2020, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State which
effectuated the following corporate actions:
|
● |
the
forward split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) post-split shares for
a one (1) pre-split share basis applicable to stockholders of record as of January 2, 2020, and |
|
● |
The
increase of the Companys authorized shares of common stock, $0.001 par value, from 75,000,000 to 345,000,000. |
The
above corporate actions were adopted by written consent of our sole Director on January 2, 2020, and the sole Director recommended the
Corporate Actions be presented to our shareholders for approval. On January 3, 2020, our majority stockholder, holding 64.4% of our outstanding
voting securities executed written consent approving the stated corporate actions. For purposes of the forward stock split described
above, the sole Director also set January 2, 2020 as the record date of such action.
On
March 31, 2020, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and
among Clancy Corp, Gaoyang Liu (Seller), and Xiangying Meng (Buyer), Seller assigned, transferred and conveyed
to Buyer 60,000,000 shares of common stock of Company (Common Stock), which represents 64.4% of the total
issued and outstanding shares of the Company, for the sum of $285,000. In addition, Seller assigned his rights and interest to outstanding
loans made by Seller to the Company in the amount of $55,609 for the face value of such loans. Mr. Meng owned 67,500,000 shares of common
stock of the Company. In connection with the transaction, Mr. Liu, the then sole officer and director of the Company resigned in all
officer and director capacities from the Company and Mr. Meng was appointed Chief Executive Officer and Chief Financial Officer of the
Company. In addition, Mr. Meng was appointed the sole director of the Company.
Brilliant
N.E.V. Corp. (formerly Clancy Corp.) registered a wholly foreign-owned entity in Shanghai, China on April 13, 2020 named Shanghai Clancy
Enterprise Management Co., Ltd. (Shanghai Clancy). Shanghai Clancy registered a wholly-owned subsidiary
in Beijing on April 24, 2020. Its name is Beijing Clancy Information Technology Co., Ltd. (Beijing Clancy). The main business
scope is technology development, transfer, consultation, services and promotion.
In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
On
July 6, 2020, the Nevada Secretary of State approved the Companys Certificate of Amendment to Articles of Incorporation with which
effectuated the following corporate action:
|
● |
the
reverse split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) pre-split shares to one
(1) post-split share basis. Fractional shares resulting from the action will be rounded up to the nearest whole share. |
The
above corporate action was adopted by written consent of our sole Director on June 11, 2020, and the sole Director recommended the corporate
action be presented to our shareholders for approval. For purposes of the reverse stock split described above, the sole Director also
set June 12, 2020 as the record date of such action. On June 12, 2020, our majority stockholder, holding 91.88% of our outstanding voting
securities, executed written consent in lieu of a shareholder meeting approving the corporate action.
All
shares disclosed in the financial statements and notes to the financial statements have been retroactively adjusted for the 30 for 1
reverse split.
From
August 1, 2020 to April 30, 2021, the Company business centered on providing IT services to a small number of clients. Beginning in May
2021, the Company terminated its IT services and re-focused its business operations to providing business consulting services to small
and median sized businesses. Management believes their prior business experience will enable them to assist small and medium sized companies
improve their operating efficiencies. The Company will charge its clients based on their performance. Management believes the new business
model will reduce internal overhead costs and potentially provide a larger market for its services.
In
June 2023, the Companys former major shareholder and sole director Mr. Xiangying Meng and other shareholders, entered into a stock purchase
agreement (SPA) with Mr. Guangzhe Su. Pursuant to the SPA, Mr. Guangzhe Su became the major shareholder and the Companys CEO. Due to
the ownership change and pursuant to the SPA, the Company ceased the operations of its China subsidiaries.
In
July 2023, based on the majority shareholders approval, the Company changed its name from Clancy Corp. to Brilliant N.E.V Corp. The
Company emended its Articles of Incorporation with the Nevada Secretary of State to effect the name change and also has filed an Issuer
Company-Related Action Notification Form with FIBRA to reflect the change and applied for a new stock symbol.
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v3.23.3
GOING CONCERN
|
12 Months Ended |
Jul. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
GOING CONCERN |
NOTE
2 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the
year ended July 31, 2023, the Company incurred loss, an accumulated deficit and experienced negative cash flow from operations. These
conditions raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
The
Covid-19 pandemic presents novel challenges and a chaotic business environment globally. The duration and intensity of the impact of
the Covid-19 to business entities differ geographically. Covid-19 has a limited impact on the Companys activities The impact on
the Companys result of operation and the financial statements was immaterial as of July 31, 2023.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Jul. 31, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS
OF PRESENTATION.
The
consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in
the United States of America (US GAAP) and include the accounts of Brilliant N.E.V Corp. (formerly Clancy Corp.)and its
wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Fiscal
year end
The
Companys year end is July 31st.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by
applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5:
Recognize revenue when (or as) the entity satisfies a performance obligation.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less. Because
of short maturity of these investments, the carrying amounts approximate their fair values.
Concentration
of Credit Risk
The
Company is exposed to credit risk in the normal course of business, primarily related to cash and cash equivalents. The cash is deposited
in the institution insured by the Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such accounts.
Leases
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU)
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets.
ROU
assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities recognized at
July 31, 2023 and 2022 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease.
In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on
a straight-line basis over the lease term.
The
Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term leases.
Reporting
Currency and Translation
The
financial statements of the Companys foreign subsidiaries are measured using the local currency, Renminbi (RMB),
as the functional currency; whereas the functional currency of Brilliant N.E.V Corp. (formerly Clancy Corp.)and reporting currency of
the Company is the United States dollar (USD or $).
The
Company has discontinued operations in China where the local currency of RMB was used to prepare the financial statements which were
translated into the Companys reporting currency, U.S. dollars. The local currency of RMB is the functional currency for the discontinued
operations outside the United States. Changes in the exchange rates between this currency and the Companys reporting currency,
are partially responsible for some of the periodic changes in the consolidated financial statements. Assets and liabilities of the Companys
foreign operations are translated into U.S. dollars at the spot rate in effect at the applicable reporting date. Revenues and expenses
of the Companys foreign discontinued operations are translated at the average exchange rate during the applicable period. The
resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in
stockholders deficit. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency
different from the functional currency of the applicable entity are recorded in general and administrative expense in the period in which
they occur. For the years ended July 31, July 31, 2023 and 2022 there were no realized or unrealized transaction gains and losses generated
by transactions denominated in a currency different from the functional currency of the applicable entities.
The
exchange rates used to translate amounts in RMB to USD for the purposes of preparing the consolidated financial statements were as follows:
Schedule of exchange rates | |
| | | |
| | |
| |
July 31, 2023 | | |
July 31, 2022 | |
Period end USD: RMB exchange rate | |
| 7.13 | | |
| 6.74 | |
Average USD: RMB exchange rate | |
| 7.02 | | |
| 6.50 | |
Foreign
Operations
All
of the Companys discontinued operations and assets are located in Beijing China. The Company may be adversely affected by possible
political or economic events in this country. The effect of these factors cannot be accurately predicted.
Basic
Income (Loss) Per Share
The
Company computes income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic (loss) per share
is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares
during the period. Diluted income (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. As of July 31, 2023, and 2023, there
were no potentially dilutive equity instruments issued or outstanding.
Comprehensive
Income
The
Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220, Comprehensive
Income, in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has
one item of other comprehensive income, consisting of a foreign translation adjustment; however, the translation adjustment was immaterial
for the years ending July 31, 2023 and 2022.
Financial
Instruments
The
carrying value of the Companys short-term financial instruments, such as accounts payable and advances, approximates their fair
values because of their short maturities.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
Recently
Adopted Accounting Pronouncements
As
of July 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Companys
consolidated financial statements.
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v3.23.3
DISCONTINUED OPERATIONS
|
12 Months Ended |
Jul. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] |
|
DISCONTINUED OPERATIONS |
NOTE
4 – DISCONTINUED OPERATIONS
In
June 2023, the Companys former major shareholder and sole director Mr. Xiangying Meng along with other shareholders, entered into a
stock purchase agreement (SPA) with Mr. Guangzhe Su. Pursuant to the SPA, Mr. Guangzhe Su became the major shareholder and the Companys
CEO. Due to the ownership change and pursuant to the SPA, the Company ceased the operations of its China subsidiaries in June 2023.
The
following table presents the components of discontinued operations in relation to the China subsidiaries reported in the statements of
operations:
Schedule of components of discontinued operations | |
| | | |
| | |
| |
Years Ended July 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Net Sales | |
| - | | |
| - | |
Operating costs and expenses | |
| 240,269 | | |
| 338,989 | |
Other income (loss) | |
| 50 | | |
| 73 | |
Income (loss) before income taxes, loss
on equity investment, and non-controlling interest | |
| (240,219 | ) | |
| (338,916 | ) |
Income tax | |
| - | | |
| - | |
Income (loss) from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
| |
| | | |
| | |
Comprehensive income statement | |
| | | |
| | |
Net income (loss) from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
Foreign currency translation loss | |
| 46,499 | | |
| 14,547 | |
Total comprehensive income (loss) from discontinued operations | |
| (193,720 | ) | |
| (324,369 | ) |
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v3.23.3
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Jul. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
5 – COMMITMENTS AND CONTINGENCIES
On
October 19, 2017 the Company entered into a five-year rental agreement for a $540 monthly fee, starting on November 1, 2017. Leased Premise
with the area of 74 square meters is located at 8 Stasinou Ave, Lefkosia 1060, Nicosia, Cyprus.
Due
to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease standard
at the adoption date, the Company has capitalized the present value of the minimum lease payments commencing August 1, 2019, using an
estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered
to be non-lease components.
Because
of the ownership change in June 2019, the Company did not use the premise anymore and no payments were made. But the Company adopted
ASC 842 accounting for leases and continued to accumulated lease liabilities up to the quarter ended July 31, 2023. Due to the ownership
change and pursuant to the SPA, the former major shareholder assumed the accumulated lease liabilities of $21,060.
On
May 26, 2020, the Company entered into a three-year rental agreement for a 32,000 RMB per month. The office is located on the second
floor of BYD 4S shop, No 56, Dongsihuan South Road, Chaoyang District, Beijing. In May 2020, the Company paid 480,000RMB ($67,306) including
the first year rent of 384,000 RMB ($53,845) and three month rent of 96,000 RMB ($13,461) as the security deposit. In May 2021, the Company
paid 384,000 RMB ($60,300) for the second year. In June 2022, the Company paid 384,000 RMB ($59,170) for the third and final year. Due
to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease standard
at the adoption date, the Company has capitalized the present value of the minimum lease payments commencing August 1, 2019, using an
estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered
to be non-lease components.
The
three year lease ended in May 2023 and the Company did not renew the lease. As of July 31, 2023 and 2022, the total operating lease Right
of Use assets were $0 and $48,832, respectively.
Total
lease expense under operating leases for the year ended July 31, 2023 and 2022 were $45,576 and $64,506, respectively.
As
of July 31, 2023 and 2022, the total operating lease Right of Use assets were $0 and $48,832, respectively.
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v3.23.3
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Jul. 31, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
6 – RELATED PARTY TRANSACTIONS
The
Companys former major shareholder and now Chief Financial Officer has been funding the Company for its operations on an as needed
basis. For the year ended July 2022, the Company received $336,327, including $30,000 for the continuing operations and $306,327 for
the discontinued operations. During the year ended July 31, 2023, the former major shareholder and now Chief Financial Officer loaned
the Company $4,382. As of July 31, 2023 and 2022, the
Company owed the former major shareholder and now Chief Financial Officer $4,382 and $541,750, respectively. This loan is unsecured,
non-interest bearing and due on demand.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.3
RESEARCH AND DEVELOPMENT EXPENSE
|
12 Months Ended |
Jul. 31, 2023 |
Research And Development Expense |
|
RESEARCH AND DEVELOPMENT EXPENSE |
NOTE
7 - RESEARCH AND DEVELOPMENT EXPENSE
The
Company incurred significant expenses in research and development (R&D). For the years ended July 31, 2023 and 2022, the R&D
expenses were $53,160 and $258,764, respectively.
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v3.23.3
GENERAL AND ADMINISTRATIVE EXPENSES (G&A)
|
12 Months Ended |
Jul. 31, 2023 |
General And Administrative Expenses |
|
GENERAL AND ADMINISTRATIVE EXPENSES (G&A) |
NOTE
8 – GENERAL AND ADMINISTRATIVE EXPENSES (G&A)
The
general and administrative expenses contain the following – continuing operations:
Schedule of General and Administrative Expenses | |
| | | |
| | |
| |
For the year ended July 31, | |
Description | |
2023 | | |
2022 | |
| |
| | |
| |
Payroll and payroll tax expenses | |
$ | - | | |
| - | |
Professional fees | |
| 38,200 | | |
| 26,750 | |
Lease expenses | |
| 1,620 | | |
| 6,480 | |
Other G&A | |
| 12,551 | | |
| 8,504 | |
Total | |
$ | 52,371 | | |
$ | 41,734 | |
The
general and administrative expenses contain the following – discontinued operations:
| |
For the year ended July 31, | |
Description | |
2023 | | |
2022 | |
| |
| | |
| |
Payroll and payroll tax expenses | |
$ | 140,206 | | |
| 19,763 | |
Professional fees | |
| - | | |
| - | |
Lease expenses | |
| 45,576 | | |
| 58,026 | |
Other G&A | |
| 1,327 | | |
| 2,436 | |
Total | |
$ | 187,109 | | |
$ | 80,225 | |
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v3.23.3
INCOME TAXES
|
12 Months Ended |
Jul. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE
9 – INCOME TAXES
The
Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740, Income Taxes.
Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii)
deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial
statements or tax returns. Deferred tax assets also include the prior years net operating losses (NOL) carried forward.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce
the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some
portion or all of the deferred tax assets will not be realized.
The
Company is subject to income taxes by entity on income arising in or derived from the tax jurisdiction in which each entity is domiciled. The
Companys PRC subsidiaries file their income tax returns online with PRC tax authorities. The Company conducts all of its businesses
through its subsidiaries and affiliated entities, principally in the PRC.
The
Companys US parent company was incorporated in the US and is subject to U.S. income tax rate of 21% and files U.S. federal income
tax return. As of July 31, 2023, the US entity had net operating loss carry forwards for income tax purpose of $200,813. The
ultimate realization of deferred tax assets is dependent upon the Companys future generation of taxable income during the periods
in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration
of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets due to the Companys US parent companys limited operating history and continuous loss, and has therefore established
a full valuation allowance as of July 31, 2023.
The
Companys wholly owned Chinese subsidiary Shanghai Clancy is a wholly foreign-owned entity (WFOE). Shanghai Clancy
had no business activity from inception through July 31, 2022. The Companys second tier WOFE subsidiary, Beijing Clancy, is subject
to the reduced PRC income tax rate as follows as per Caishui (2019) No. 13 issued by General Administration of Taxation, Ministry of
Finance of PRC in January 2019: if the annual taxable income of small enterprises does not exceed RMB 1 million ($152,000), only 25%
of such taxable income is required for paying the income tax at an income tax rate of 20% (equivalent to 5% of the total taxable income);
if the annual taxable income of small enterprises is between RMB 1 million ($152,000) and RMB 3 million ($456,000), only 50% of such
taxable income is required for paying the income tax at an income tax rate of 20% (equivalent to 10% of the total taxable income). This
tax-reduced policy is effective for the period from January 1, 2019 through December 31, 2022. Beijing Clancy did not have taxable income
for year ending July 31, 2022. Tax losses of the operating subsidiaries of the Company may be carried forward for five years in China.
Due
to the discontinuation of the Chinese subsidiaries, the NOL does not have any impact to the Company as of July 31, 2023.
The
following table reconciles the U.S. statutory rates to the Companys effective tax rate for the years ended July 31, 2023 and 2022:
Schedule of Effective Income Tax Rates | |
| | | |
| | |
| |
Fiscal Years Ended July 31, | |
| |
2023 | | |
2022 | |
US federal statutory rates | |
| (21.0 | )% | |
| (21.0 | )% |
Valuation allowance | |
| 21.0 | % | |
| 21.0 | % |
Effective tax rate | |
| - | % | |
| - | % |
Income
tax expense was $0 for the years ended July 31, 2023 and 2022. The provision for income tax expense (benefit) for the years ended July
31, 2023 and 2022 consisted of the following:
Schedule of Components of Income tax expense | |
| | | |
| | |
| |
2023 | | |
2022 | |
Income tax expense (benefit) | |
$ | (10,998 | ) | |
$ | (8,764 | ) |
Increase (decrease) in valuation allowance | |
| 10,998 | | |
| 8,764 | |
Total income tax expense | |
$ | - | | |
$ | - | |
The
Companys net deferred tax asset as of July 31, 2023 and 2022 is as follows:
Schedule of Deferred Tax Assets | |
| | | |
| | |
| |
July 31, 2023 | | |
July 31, 2022 | |
Deferred tax asset | |
| | | |
| | |
Net operating loss | |
$ | 42,171 | | |
$ | 46,298 | |
Total | |
| 42,171 | | |
| 46,298 | |
Less: valuation allowance | |
| (42,171 | ) | |
| (46,298 | ) |
Net deferred tax asset | |
$ | - | | |
$ | - | |
|
X |
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v3.23.3
SHARES ISSUED FOR EQUITY FINANCING
|
12 Months Ended |
Jul. 31, 2023 |
Shares Issued For Equity Financing |
|
SHARES ISSUED FOR EQUITY FINANCING |
NOTE
10 - SHARES ISSUED FOR EQUITY FINANCING
In
December 2020, the Company issued 150,000,000 shares of common stock of the Company to five individuals including the Companys
CEO, at $0.002 per share. The Company received proceeds of $300,000 from this private placement. As of July 31, 2023 and July 31, 2022,
the shares out issued and outstanding were 153,105,464 for both yearend periods.
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v3.23.3
SUBSEQUENT EVENTS
|
12 Months Ended |
Jul. 31, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
11 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission, the
date the financial statements were available to be issued. Management is not aware of any reportable events that occurred subsequent
to the balance sheet date up to the date of filing this report except the following:
In
October 2023, the Company, Shanghai Clancy, and Honghsna Yuanda Limited (a company owned by Mr. Meng, the current Chief Financial Officer
of the Company) entered an agreement to assign, transfer and convey all of its rights, titles and interest in and to Shanghai Clancy,
along with its ownership of Beijing Clancy, to Hongshan Yuanda Limited. The effective date of this transfer is June 30, 2023. As of the
date of transfer, Shanghai Clancy had no operations and no assets and all liabilities were assigned to the transferee.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Jul. 31, 2023 |
Accounting Policies [Abstract] |
|
BASIS OF PRESENTATION |
BASIS
OF PRESENTATION.
The
consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in
the United States of America (US GAAP) and include the accounts of Brilliant N.E.V Corp. (formerly Clancy Corp.)and its
wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
|
Fiscal year end |
Fiscal
year end
The
Companys year end is July 31st.
|
Use of Estimates |
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
|
Income Taxes |
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
|
Revenue Recognition |
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by
applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5:
Recognize revenue when (or as) the entity satisfies a performance obligation.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents
Cash
and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less. Because
of short maturity of these investments, the carrying amounts approximate their fair values.
|
Concentration of Credit Risk |
Concentration
of Credit Risk
The
Company is exposed to credit risk in the normal course of business, primarily related to cash and cash equivalents. The cash is deposited
in the institution insured by the Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such accounts.
|
Leases |
Leases
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU)
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets.
ROU
assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities recognized at
July 31, 2023 and 2022 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease.
In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on
a straight-line basis over the lease term.
The
Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term leases.
|
Reporting Currency and Translation |
Reporting
Currency and Translation
The
financial statements of the Companys foreign subsidiaries are measured using the local currency, Renminbi (RMB),
as the functional currency; whereas the functional currency of Brilliant N.E.V Corp. (formerly Clancy Corp.)and reporting currency of
the Company is the United States dollar (USD or $).
The
Company has discontinued operations in China where the local currency of RMB was used to prepare the financial statements which were
translated into the Companys reporting currency, U.S. dollars. The local currency of RMB is the functional currency for the discontinued
operations outside the United States. Changes in the exchange rates between this currency and the Companys reporting currency,
are partially responsible for some of the periodic changes in the consolidated financial statements. Assets and liabilities of the Companys
foreign operations are translated into U.S. dollars at the spot rate in effect at the applicable reporting date. Revenues and expenses
of the Companys foreign discontinued operations are translated at the average exchange rate during the applicable period. The
resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in
stockholders deficit. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency
different from the functional currency of the applicable entity are recorded in general and administrative expense in the period in which
they occur. For the years ended July 31, July 31, 2023 and 2022 there were no realized or unrealized transaction gains and losses generated
by transactions denominated in a currency different from the functional currency of the applicable entities.
The
exchange rates used to translate amounts in RMB to USD for the purposes of preparing the consolidated financial statements were as follows:
Schedule of exchange rates | |
| | | |
| | |
| |
July 31, 2023 | | |
July 31, 2022 | |
Period end USD: RMB exchange rate | |
| 7.13 | | |
| 6.74 | |
Average USD: RMB exchange rate | |
| 7.02 | | |
| 6.50 | |
|
Foreign Operations |
Foreign
Operations
All
of the Companys discontinued operations and assets are located in Beijing China. The Company may be adversely affected by possible
political or economic events in this country. The effect of these factors cannot be accurately predicted.
|
Basic Income (Loss) Per Share |
Basic
Income (Loss) Per Share
The
Company computes income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic (loss) per share
is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares
during the period. Diluted income (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. As of July 31, 2023, and 2023, there
were no potentially dilutive equity instruments issued or outstanding.
|
Comprehensive Income |
Comprehensive
Income
The
Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220, Comprehensive
Income, in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has
one item of other comprehensive income, consisting of a foreign translation adjustment; however, the translation adjustment was immaterial
for the years ending July 31, 2023 and 2022.
|
Financial Instruments |
Financial
Instruments
The
carrying value of the Companys short-term financial instruments, such as accounts payable and advances, approximates their fair
values because of their short maturities.
|
Stock-Based Compensation |
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
|
Recently Adopted Accounting Pronouncements |
Recently
Adopted Accounting Pronouncements
As
of July 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Companys
consolidated financial statements.
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v3.23.3
DISCONTINUED OPERATIONS (Tables)
|
12 Months Ended |
Jul. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] |
|
Schedule of components of discontinued operations |
Schedule of components of discontinued operations | |
| | | |
| | |
| |
Years Ended July 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Net Sales | |
| - | | |
| - | |
Operating costs and expenses | |
| 240,269 | | |
| 338,989 | |
Other income (loss) | |
| 50 | | |
| 73 | |
Income (loss) before income taxes, loss
on equity investment, and non-controlling interest | |
| (240,219 | ) | |
| (338,916 | ) |
Income tax | |
| - | | |
| - | |
Income (loss) from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
| |
| | | |
| | |
Comprehensive income statement | |
| | | |
| | |
Net income (loss) from discontinued operations | |
| (240,219 | ) | |
| (338,916 | ) |
Foreign currency translation loss | |
| 46,499 | | |
| 14,547 | |
Total comprehensive income (loss) from discontinued operations | |
| (193,720 | ) | |
| (324,369 | ) |
|
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v3.23.3
GENERAL AND ADMINISTRATIVE EXPENSES (G&A) (Tables)
|
12 Months Ended |
Jul. 31, 2023 |
General And Administrative Expenses |
|
Schedule of General and Administrative Expenses |
Schedule of General and Administrative Expenses | |
| | | |
| | |
| |
For the year ended July 31, | |
Description | |
2023 | | |
2022 | |
| |
| | |
| |
Payroll and payroll tax expenses | |
$ | - | | |
| - | |
Professional fees | |
| 38,200 | | |
| 26,750 | |
Lease expenses | |
| 1,620 | | |
| 6,480 | |
Other G&A | |
| 12,551 | | |
| 8,504 | |
Total | |
$ | 52,371 | | |
$ | 41,734 | |
The
general and administrative expenses contain the following – discontinued operations:
| |
For the year ended July 31, | |
Description | |
2023 | | |
2022 | |
| |
| | |
| |
Payroll and payroll tax expenses | |
$ | 140,206 | | |
| 19,763 | |
Professional fees | |
| - | | |
| - | |
Lease expenses | |
| 45,576 | | |
| 58,026 | |
Other G&A | |
| 1,327 | | |
| 2,436 | |
Total | |
$ | 187,109 | | |
$ | 80,225 | |
|
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v3.23.3
INCOME TAXES (Tables)
|
12 Months Ended |
Jul. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
Schedule of Effective Income Tax Rates |
Schedule of Effective Income Tax Rates | |
| | | |
| | |
| |
Fiscal Years Ended July 31, | |
| |
2023 | | |
2022 | |
US federal statutory rates | |
| (21.0 | )% | |
| (21.0 | )% |
Valuation allowance | |
| 21.0 | % | |
| 21.0 | % |
Effective tax rate | |
| - | % | |
| - | % |
|
Schedule of Components of Income tax expense |
Schedule of Components of Income tax expense | |
| | | |
| | |
| |
2023 | | |
2022 | |
Income tax expense (benefit) | |
$ | (10,998 | ) | |
$ | (8,764 | ) |
Increase (decrease) in valuation allowance | |
| 10,998 | | |
| 8,764 | |
Total income tax expense | |
$ | - | | |
$ | - | |
|
Schedule of Deferred Tax Assets |
Schedule of Deferred Tax Assets | |
| | | |
| | |
| |
July 31, 2023 | | |
July 31, 2022 | |
Deferred tax asset | |
| | | |
| | |
Net operating loss | |
$ | 42,171 | | |
$ | 46,298 | |
Total | |
| 42,171 | | |
| 46,298 | |
Less: valuation allowance | |
| (42,171 | ) | |
| (46,298 | ) |
Net deferred tax asset | |
$ | - | | |
$ | - | |
|
X |
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v3.23.3
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - shares
|
Jul. 06, 2020 |
Jan. 15, 2020 |
Jul. 31, 2023 |
Jul. 31, 2022 |
Jan. 14, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
|
Stock split, description |
|
the
forward split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) post-split shares for
a one (1) pre-split share basis applicable to stockholders of record as of January 2, 2020,
|
|
|
|
Common stock, shares authorized |
|
345,000,000
|
345,000,000
|
345,000,000
|
75,000,000
|
Reverse stock split, description |
the
reverse split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) pre-split shares to one
(1) post-split share basis. Fractional shares resulting from the action will be rounded up to the nearest whole share.
|
|
|
|
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X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
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v3.23.3
DISCONTINUED OPERATIONS (Details) - USD ($)
|
12 Months Ended |
Jul. 31, 2023 |
Jul. 31, 2022 |
Operating costs and expenses |
$ 52,371
|
$ 41,734
|
Income (loss) from operations before other income and income taxes |
(292,590)
|
(380,650)
|
Income tax |
|
|
Income (loss) from discontinued operations |
(240,219)
|
(338,916)
|
Comprehensive income statement |
|
|
Foreign currency translation loss |
46,499
|
14,547
|
Total comprehensive income (loss) from discontinued operations |
(246,091)
|
(366,103)
|
Discontinued Operations [Member] |
|
|
Net Sales |
|
|
Operating costs and expenses |
240,269
|
338,989
|
Income (loss) from operations before other income and income taxes |
(240,269)
|
(338,989)
|
Other income (loss) |
50
|
73
|
Income (loss) before income taxes, loss on equity investment, and non-controlling interest |
(240,219)
|
(338,916)
|
Income tax |
|
|
Income (loss) from discontinued operations |
(240,219)
|
(338,916)
|
Comprehensive income statement |
|
|
Net income (loss) from discontinued operations |
(240,219)
|
(338,916)
|
Foreign currency translation loss |
46,499
|
14,547
|
Total comprehensive income (loss) from discontinued operations |
$ (193,720)
|
$ (324,369)
|
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v3.23.3
GENERAL AND ADMINISTRATIVE EXPENSES (G&A) (Details) - USD ($)
|
12 Months Ended |
Jul. 31, 2023 |
Jul. 31, 2022 |
Professional fees |
$ 38,200
|
$ 26,750
|
Total |
14,171
|
14,984
|
Continuing Operations [Member] |
|
|
Payroll and payroll tax expenses |
|
|
Professional fees |
38,200
|
26,750
|
Lease expenses |
1,620
|
6,480
|
Other G&A |
12,551
|
8,504
|
Total |
52,371
|
41,734
|
Discontinued Operations [Member] |
|
|
Payroll and payroll tax expenses |
140,206
|
19,763
|
Professional fees |
|
|
Lease expenses |
45,576
|
58,026
|
Other G&A |
1,327
|
2,436
|
Total |
$ 187,109
|
$ 80,225
|
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v3.23.3
SHARES ISSUED FOR EQUITY FINANCING (Details Narrative) - USD ($)
|
1 Months Ended |
|
|
|
Dec. 31, 2020 |
Jul. 31, 2023 |
Jul. 31, 2022 |
Dec. 30, 2020 |
Share price |
|
|
|
$ 0.002
|
Proceeds from private placement |
$ 300,000
|
|
|
|
Common stock, shares, issued |
|
153,105,464
|
153,105,464
|
|
Common stock, shares, outstanding |
|
153,105,464
|
153,105,464
|
|
Common Stock [Member] |
|
|
|
|
Shares issued |
150,000,000
|
|
|
|
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Clancy (PK) (USOTC:CCYC)
過去 株価チャート
から 6 2024 まで 7 2024
Clancy (PK) (USOTC:CCYC)
過去 株価チャート
から 7 2023 まで 7 2024