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 2022-08-01

 2023-01-31

 2023-11-08

 2021-08-01

 2021-07-31

 2021-07-31

 2021-07-31

 2021-07-31

 2021-08-01

 2021-08-01

 2021-08-01

 2022-08-01

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 2022-08-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K/A

 (Mark
One)

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

 For
the Fiscal Year Ended July 31, 2023

 Or

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

 For
the transition period from to

 Commission
file number 333-258034

ENTERPRISES INC.

 (Name
of Registrant as Specified in Its Charter)

 Wyoming

 86-1370102

 (State or Other Jurisdiction
 of

 Incorporation or Organization)

 (I.R.S. Employer

 Identification No.)

 1701 Charles
 Iam Court, Las
 Vegas, Nevada NV

 89117

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (702) 596-9628

 (Issuer's
Telephone Number, Including Area Code)

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

 None

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

 Common
Stock, Par value $0.0001 per share

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. No

by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. Yes No

by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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

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

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

 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

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

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

 The
aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, 2023, was $ 74,400 based on
the price at which the common stock was last sold. 4,170,000 shares issued and outstanding.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A (this "Amendment")
amends the Annual Report on Form 10-K of GALAXY ENTERPRISES INC. (the "Company," "we," "us" or "our")
for the year ended July 31, 2023, originally filed with the U.S. Securities and Exchange Commission ("SEC") on November 15,
2023 (the "Original Filing").

 The Amendment is being filed to include an audit
report from the Company's new independent accountants.

 Except
as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues
to speak as of the date of the Original Filing, and GALAXY ENTERPRISES INC. has not updated the disclosures contained therein
to reflect any events that occurred subsequent to the date of the Original Filing.

 Table
of Contents

 Page

 Item 1. Business

 Item 1A. Risk
 Factors

 Item 1B. Unresolved
 Staff Comments

 Item 2. Properties

 Item 3. Legal
 Proceedings

 Item 4. Mine
 Safety Disclosures

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Selected
 Financial Data

 Item 7. Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative
 and Qualitative Disclosures About Market Risk

 Item 8. Financial
 Statements and Supplementary Data

 Item 9. Changes
 In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A (T).
 Controls and Procedures

 Item 9B. Other
 Information

 Item 10. Directors,
 Executive Officers and Corporate Governance

 Item 11. Executive
 Compensation

 Item 12. Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain
 Relationships and Related Transactions, and Director Independence

 Item 14. Principal
 Accountant Fees and Services

 Item 15. Exhibits
 and Financial Statement Schedules

 i

 PART
I

 NOTE
REGARDING FORWARD LOOKING STATEMENTS

 CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 This
Annual Report contains historical information as well as forward-looking statements. Statements looking forward in time are included
in this Annual Report pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from
any future performance suggested herein. We wish to caution readers that in addition to the important factors described elsewhere in
this Form 10-K, the following forward looking statements, among others, sometimes have affected, and in the future could affect, our
actual results and could cause our actual results during 2021 and beyond, to differ materially from those expressed in any forward-looking
statements made by or on our behalf.

 Item
1. Business.

 General
Development of Business

 Overview

 We
intend to commence business operations by offering real estate management services for clients that focus on cost-efficient operations
and tenant retention on a range of properties including residential housing and Class A, B, and C office space, as well as industrial,
manufacturing, retail, and warehousing facilities. We also intend to provide our clients with real estate consulting services, including
market analysis and modeling, market forecasts, lease and asset management, site selection, feasibility studies, sales and exit strategies,
strategic planning, organizational design, capital management, and research services. We intend to commence operations in the Las Vegas,
Nevada area due to the significant demand for real estate management services there and the proximity of our management team to that
city.

 We
were only incorporated on March 24, 2021, and have not commenced pursuing our business plan because we have been focused on raising the
initial capital to fund our business operations. From our incorporation on March 24, 2021, to July 31, 2023, we have incurred an accumulated
deficit of $86,779. To date, we have raised an aggregate of $83,400 through the sale of our common stock. Proceeds from these sales were
used to fund the filing of our registration statement and will be used for working capital. Further losses are anticipated in the development
of our business. As a result, our auditor has expressed substantial doubt about our ability to continue as a going concern.

 Anticipated
Services

 We
intend to provide clients with two principal types of services: (1) property management; and (2) property consulting.

Management Services

 As
property managers, the services that we intend to provide to owners of residential, commercial, and industrial properties include:

 completing
 an initial evaluation of properties and working with the owners to determine a target rental or lease rate;

 gathering
 comparable rental and lease rates in the area of the properties;

 reviewing
 the properties to determine if any repairs or upgrades should be recommended to the owners to increase rental or lease value;

 gathering
 detailed information regarding the features of the properties, including interior and exterior photographs;

 discussing
 with the owners the policies that they would like to implement with respect to the rental or lease arrangements (e.g., acceptability
 of pets in a residential property; acceptable uses for commercial and industrial properties);

 marketing
 the properties for rent or lease by creating advertisements in various media including online, print, on-site signage, and fliers
 depending on the suitability of each medium for the type of property involved;

 answering
 potential tenant and lessee inquiries; meeting with them to view properties; and collecting applications and deposits;

 performing
 background and credit checks on prospective tenants and lessees;

 communicating
 with the property owners regarding prospective tenants and lessees;

 preparing
 and overseeing the execution of lease agreements;

 performing
 move-in inspections with tenants and lessees and having them execute a report verifying the condition of the property prior
 to the lease commencement date;

 collecting
 security deposits, rents, and lease payments;

 pursuing
 late payments and fees;

 where
 necessary, preparing the necessary paperwork to evict or commence an unlawful detainer action;

 performing
 periodic property inspections and providing the results of each inspection to the owner if there are concerns regarding the
 condition of the property;

 providing
 accounting services to document and record cash inflows and outflows, as well as related invoices, receipts, and payment information;

 preparing
 monthly cash flow statements and annual reports of financial results including required tax documents for the owners;

 overseeing
 maintenance and repairs on properties; and

 managing
 tenant and lessee move-out including inspections, damage assessment, and damage deposit returns.

 We
intend to generate revenue by charging owners a set monthly fee for our property management services, which will usually be based on
a percentage of the revenue that a rented or leased property generates. Such fees will vary depending on the type of property involved,
the amount of work that we will have to perform, and the rates that competitors charge for similar services.

Consulting Services

 As
property consultants, the services that we intend to provide include:

 preparing
 plans of action and evaluation for clients considering real estate acquisitions and development;

 interpreting
 relevant real estate market data concerning price, yield, market stability, investment risks and trends, regulation, and economic
 influences;

 searching
 public records for transactions such as sales, leases, and assessments;

 computing
 property values while considering factors such as depreciation, replacement cost, comparable properties, and income potential;

 obtaining
 county land values and sales information in support of value assessments;

 checking
 building codes and zoning bylaws that may impact appraisal and development;

 estimating
 building replacement costs using building valuation manuals and professional cost estimators;

 inspecting
 properties to evaluate construction, condition, features, and functional design;

 evaluating
 land and neighborhoods where properties are situated including assessing locations, trends, and pending changes that could influence
 present and developed land value;

 providing
 market analysis and modelling for properties, as well as market forecasts and research; and

 providing
 advice on site selection, feasibility studies, sales and exit strategies, strategic planning, organizational design, and capital
 management.

 We
intend to generate revenue by charging owners either an hourly rate for our services or a set price for certain service that we reach
through negotiation with the clients. Initially, two of our directors, Gregory Navone, and James C. Shaw will provide these services
to clients. As our operations expand, we will need to retain additional staff in order to provide all of the above-noted services.

 Demand
for Property Management and Consulting Services

 According
to the University of Nevada – Las Vegas Center for Business and Economic Research's 2019 report, the population of Clark
County in which Las Vegas is situated is expected to grow from 2,284,616 residents in 2018 to approximately 2,719,000 residents in 2030,
which represents a population increase of about 19% within that time frame. Cumming Corporation, an international construction management
company that provides forecasts regarding construction trends in various jurisdictions, projects that the residential construction will
increase in 2021 by almost 30% with multi-family rather than single-family residences driving this growth. However, the firm foresees
that demand will outpace supply due to labor and supply chain constraints. These trends will likely increase demand for residential,
commercial, and industrial real estate in the area, as well as increase demand for property management and consulting services.

 Marketing
Strategy

 While
we intend to offer our services to all sectors of the property management and consulting markets, we will initially focus on commercial
real and multi-unit residential estate given our president's experience in developing and operating shopping centers and apartment
buildings in Las Vegas. We believe that we will be able to charge higher rates for our services in these sectors because they tend to
generate relatively higher profit margins for owners and often require significant professional management and advice due to the large
scale of construction and operations.

 In
order to reach our target market sectors, we intend to rely upon the real estate and other business relationships that our directors
have established in the Las Vegas area and also focus our marketing efforts on our Internet presence, electronic brochures, and as our
business develops, print media advertising. We believe that social media tools are critically important to building our brand and awareness
of our business and will focus on online video advertising, client testimonials, and virtual tours of available properties that we manage.
We also intend to select and place advertising on those social media platforms that will be effective in reaching our target clients.

 Competition

 The
real estate management sector, including real estate consulting, is extremely fragmented and competitive. The sector includes large entities
that provide services nationally, such as Greystar Real Estate Partners Lincoln Property Company, and CRBE Group, as well as real estate
investment trusts and real estate developers that have in-house real estate management. There are also many well-established residential,
commercial, and industrial property management companies that solely focus on the Las Vegas area.

 Since
the principal competitive factors in providing property management services are pricing, reputation, and quality of service, the fact
that most of our competitors have greater financial resources, enjoy greater economies of scale, and have established reputations will
make it more difficult for us to gain market share. We also expect to continue to face competition from new market entrants. We may be
unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition
and results of operations.

 Government
Regulation

 Nevada
State Licensing Requirements

 Under
Nevada law, property management is considered to be a real estate activity requiring a real estate broker's license. In order to
lease, rent, list, collect rents, procure prospects, or negotiate, assist, or offer to perform any of those acts, he or she needs either
a salesperson's or broker's license. In addition, he or she must obtain a property manager permit. No broker's license
is required if the property manager does not engage in leasing activities, or if they are strictly on-site managers. Currently, only
Gregory Navone, our president, has a real estate broker's license in Nevada. He intends to apply for a property manager permit.
In order to obtain a Nevada property management permit, a person must have a Nevada real estate license, attend an accredited 24-hour
property management pre-permit course, and pass the Nevada property management state examination within one year of the date of application.

 To
obtain a license as a real estate salesperson in Nevada, one must complete 90 hours or six semester units of instruction in real estate
principles, practices, and law that is given by an approved provider. Additionally, applicants must show proof of passing the national
and Nevada state exam within one year of the application date. To obtain a license as a real estate broker in Nevada, a person must complete
64 semester units of instruction. The applicant must have been actively engaged as a full-time licensed real estate broker or salesman
for at least two of the four years immediately prior to the issuance of a Nevada broker license and must pass the national and Nevada
state exam within one year of the application date.

 Nevada
Revised Statute ("NRS") 645 outlines various laws that apply to real estate brokers and salespersons. Among the duties that
it imposes on those with a real estate license in Nevada include obligations to:

 Not
 deal with any party to a real estate transaction in a manner which is deceitful, fraudulent or dishonest;

 Exercise
 reasonable skill and care with respect to all parties to the real estate transaction;

 Disclose
 to each party to the real estate transaction as soon as practicable (a) any material and relevant facts, data or information
 which licensee knows, or with reasonable care and diligence the licensee should know, about the property; and (b) each source from
 which licensee will receive compensation.

 Abide
 by all other duties, responsibilities and obligations required of the licensee in law or regulations;

 Exercise
 reasonable skill and care to carry out the terms of the brokerage agreement and the licensee's duties in the brokerage
 agreement;

 Not
 disclose, except to the licensee's broker, confidential information relating to a client for one year after the revocation
 or termination of the brokerage agreement, unless licensee is required to do so by court order or the client gives written permission;

 Seek
 a sale, purchase, option, rental or lease of real property at the price and terms stated in the brokerage agreement or at a
 price acceptable to the client;

 Present
 all offers made to, or by the client as soon as practicable, unless the client chooses to waive the duty of the licensee to
 present all offers and signs a waiver of the duty on a form prescribed by the Nevada Real Estate Division;

 Disclose
 to the client material facts of which the licensee has knowledge concerning the real estate transaction;

 Advise
 the client to obtain advice from an expert relating to matters which are beyond the expertise of the licensee; and

 Account
 to the client for all money and property the licensee receives in which the client may have an interest.

 NRS
645 also mandates that a property management agreement must include:

 The
 term of the agreement and, if the agreement is subject to renewal, provisions clearly setting forth the circumstances under
 which the agreement may be renewed and the term of each such renewal;

 A
 provision for the retention and disposition of deposits of the tenants of the property during the term of the agreement and,
 if the agreement is subject to renewal, during the term of each such renewal;

 The
 fee or compensation to be paid to the broker;

 The
 extent to which the broker may act as the agent of the client;

 If
 the agreement is subject to cancellation, provisions clearly setting forth the circumstances under which the agreement may be
 cancelled. The agreement may authorize the broker or the client, or both, to cancel the agreement with cause or without cause, or
 both, under the circumstances set forth in the agreement; and

 If
 the broker intends to provide asset management services for the client, a provision indicating the extent to which the broker
 will provide those services.

 Subsidiaries

 We
do not have any subsidiaries.

 Patents
and Trademarks

 We
do not own, either legally or beneficially, any patents or trademarks.

 Governmental
and Industry Regulations

 We
will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities
laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.

 Research
and Development Activities and Costs

 We
have not spent any funds on research and development activities to date.

 Compliance
with Environmental Laws

 Our
current operations are not subject to any environmental laws.

 Facilities

 We
do not own or rent facilities of any kind. We plan to conduct our operations from the office of our president until we are in a position
to commence and expand operations.

 Employees

 We
have commenced only limited operations, and therefore currently have no employees other than our sole officer and director.

 Item
1A. Risk Factors.

 Not
applicable.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
2. Properties.

 We
do not own any real property interest. Our offices are located at 1701 Charles Iam Court, Las Vegas, Nevada 89117, which one of our directors
provides to us at no charge.

 Item
3. Legal Proceedings.

 None

 Item
4. Mine Safety Disclosures.

 None.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Our
shares of common stock are quoted on the OTC Pink Sheets under the symbol "GLEI". However, none of our common stock has traded
through the facilities of OTC Markets since our quotation commenced. Accordingly, there is not a liquid public market for our common
stock.

 As
of March 18, 2023, there were approximately 37 beneficial owners of record of our common stock.

 Holders
of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore
and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. The Board of Directors
is not obligated to declare a dividend. We have not paid any dividends and we do not have any current plans to pay any dividends.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

 Item
6. Selected Financial Data.

 Not
applicable.

 Item
7. Management's Discussion and Analysis of our Financial Conditions and Results of Operations.

 Introduction

 We
were incorporated on March 24, 2021 under the laws of the State of Wyoming.

 Results
of Operations for the Year Ended July 31, 2023.

 From
August 1, 2022 to our fiscal year end of July 31, 2023, we did not earn any revenue. From August 1, 2022 to our fiscal year end of July
31, 2023, we incurred net loss of $7,651 consisting entirely of general and administrative fees.

 We
have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these
reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

 Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable
to continue in operation.

 Liquidity
and Capital Resources

 As
of July 31, 2023, our current assets of $15,758 consisted of $758 in cash and $15,000 in prepayments and deposits and our total liabilities
were $19,138, which consisted entirely of accounts payable and accrued liabilities. We expect we will require additional capital to meet
our long term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt
securities.

 Cash
Flows from Operating Activities

 We
have not generated positive cash flows from operating activities. From August 1, 2022 to July 31, 2023, net cash used in operating activities
was $14,037 consisting of our net loss for the period of $7,651 and a decrease of accounts payable of $6,386.

 Cash
Flows from Investing Activities

 From
August 1, 2021 to July 31, 2023, we have not had any cash flows from investing activities.

 Cash
Flows from Financing Activities

 We
have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons,
there is substantial doubt that we will be able to continue as a going concern.

 Since
our incorporation, we have financed our operations through proceeds from the sale of our common stock. We expect to finance operations
through the sale of equity for the foreseeable future, as we do not receive significant revenue from our business operations. There is
no guarantee that we will be successful in arranging financing on acceptable terms.

 Our
ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any arrangements
for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number
of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable
to us.

 Our
auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon
continued financial support from our shareholders and other related parties.

 Critical
Accounting Policies

 Our
discussion and analysis of its financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America.

 Off-Balance
Sheet Arrangements

 As
of the date of this annual report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

 Use
of Estimates

 The
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue
recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation
and warranties. We base its estimates on historical and anticipated results and trends and on various other assumptions that we believe
are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management
to be critical to an understanding of our financial statements. These estimates form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent
degree of uncertainty. Actual results may differ from those estimates.

and Equipment

and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following
estimated useful lives:

 Evaluation
of Long-Lived Assets

 We
review property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying
value may not be recoverable in accordance with the guidance in ASC 360-15-35 "Impairment or Disposal of Long-Lived Assets".
An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount
of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of
the long-lived asset and the related net book value.

 Income
Taxes

 Deferred
income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases
of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected
to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period
to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce
the deferred tax asset to the amount that is more likely than not to be realized.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
applicable

 Item
8. Financial Statements and Supplementary Data (PCAOB 5968).

FINANCIAL STATEMENTS

July 31, 2023, and March 24, 2021 (inception) to July 31, 2021

Index to Financial Statements

 PAGE

 Reports of Independent Registered Accounting Firms

 Balance Sheets
 as of July 31, 2023, and 2022

 Statements of
 Operations for Year Ended July 31, 2023, and 2022

 Statement of
 Stockholders' (Deficiency) for the Year Ended July 31, 2023, and 2022

 Statements of
 Cash Flows for the Years Ended July 31, 2023, and 2022

 Notes to Financial
 Statements for the Years Ended July 31, 2023, and 2022

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 The
Board of Directors and Stockholders of

 GALAXY ENTERPRISES, INC.

 Opinion on
the Financial Statements

 We have audited the accompanying balance sheets of
Galaxy Enterprises, Inc (the 'Company') as of July 31, 2023, and the related statements of comprehensive loss, changes in
stockholders' deficit and cash flows for the year ended July 31, 2023, 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 the results of its operations and its cash flows
for the year ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $86,779
and net loss of $7,651. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans with regards to these matters are also described in Note 3 to the financial statements. These 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
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

 Critical
Audit Matters

 Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or are required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statement and (2) involved especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants)

 Lagos, Nigeria

 We have served as the Company's auditor since
2023.

 March 12, 2024

 F- 2

 BALANCE
SHEET

 (Audited)

 July 31,

 2023

 July 31,

 2022

 ASSETS

 Current assets:

 Cash

 $

 $
 14,795

 Prepayments and deposits

 15,000

 15,000

 Total current assets

 15,758

 29,795

 Total Assets

 15,758

 29,795

 LIABILITIES

 Current liabilities:

 Accounts payable and accrued liabilities

 19,138

 25,524

 Total current liabilities

 19,138

 25,524

 Total Liabilities

 19,138

 25,524

 STOCKHOLDER'S EQUITY

 Common stock: $ 0.0001 par value, 500,000,000 authorized, 4,170,000 issued and outstanding as of July 31, 2023 and 2022

 Additional paid in capital

 Accumulated deficit

 ( 86,779
)

 ( 79,129
)

 Total Stockholder's Equity

 ( 3,379
)

 4,271

 Total Liabilities and Stockholder's Equity

 15,758

 29,795

 (The
accompanying notes are an integral part of these Audited financial statements)

 F- 3

 STATEMENT
OF COMPREHENSIVE LOSS

 For the year ended

 July 31

 2023

 2022

 $

 $

 Expenses

 General and administrative

 $
 7,651

 45,122

 Net Loss

 ( 7,651
)

 ( 45,122
)

 Net loss per share – basic and diluted

 -

 -

 Weighted average shares outstanding – basic and diluted

 (The
accompanying notes are an integral part of these Audited financial statements)

 F- 4

 AUDITED
STATEMENT OF STOCKHOLDERS' EQUITY

 For
the year ended July 31, 2023 and 2022

 Additional Paid

 Accumulated

 Number

 Par Value

 in Capital

 Deficit

 Total

 $

 $

 $

 $

 Opening Balance, July 31, 2021

 ( 34,007
)

 49,393

 Issuance of Common Stock

 -

 -

 -

 -

 -

 Net Loss

 -

 -

 -

 ( 45,122
)

 ( 45,122
)

 Closing Balance, July 31, 2022

 ( 79,129
)

 4,271

 Opening Balance, July 31, 2022

 ( 79,129
)

 4,271

 Issuance of Common Stock

 -

 -

 -

 -

 -

 Net Loss

 -

 -

 -

 ( 7,651
)

 ( 7,651
)

 Closing Balance, July 31, 2023

 ( 86,779
)

 ( 3,379
)

 (The
accompanying notes are an integral part of these Audited financial statements)

 F- 5

 STATEMENT
OF CASH FLOWS

 For
the year ended

 July 31

 2023

 2022

 $

 $

 Cash flows from operating activities:

 Net loss for the period

 ( 7,651
)

 ( 45,122
)

 Change in operating assets and liabilities

 Prepayments & deposits

 -

 -

 Accounts payable and accrued liabilities

 ( 6,386
)

 19,054

 Net cash used in operating activities

 ( 14,037
)

 ( 26,068
)

 Cash flows from financing activities:

 Issuance of common stock

 -

 -

 Net cash used in financing activities

 -

 -

 Change in cash

 ( 14,037
)

 ( 26,068
)

 Cash – beginning of period

 14,795

 40,863

 Cash – end of period

 14,795

 Supplemental cash flow disclosures

 Cash paid For:

 Interest

 -

 -

 Income tax

 -

 -

 (The
accompanying notes are an integral part of these Audited financial statements)

 F- 6

ENTERPRISES INC.

 NOTES
TO AUDITED FINANCIAL STATEMENTS

 July
31, 2023

 1. NATURE
AND CONTINUANCE OF OPERATIONS

 Galaxy
Enterprises Inc. (the "Company") was incorporated in the state of Wyoming on March 24, 2021. The Company is a development
stage company that intends to commence business operations by offering real estate management services for clients that focus on cost-efficient
operations and tenant retention on a range of properties including Class A, B, and C office space, as well as industrial, manufacturing,
retail, and warehousing facilities. The Company's fiscal year-end is July 31.

 2. GOING
CONCERN

 These financial
statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. For the year-ended July 31, 2023, the Company incurred a net
loss of $ 7,651 and operating cash outflows of $ 14,037 as of July 31, 2023. Further losses are anticipated in the development
of its business raising substantial doubt about the Company's ability to continue as a going concern for a period no less than
12 months from the date of this report. In order to remain in business, the Company will need to raise capital in the next twelve
months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future
and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when
they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and proceeds from
its public offering. The Company has no written or verbal commitments from shareholders, director or officer to provide the Company with
any form of cash advances, loans or other sources of liquidity to meet its working capital needs. The accompanying financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 3. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 These
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars. The Company has selected July 31 as its year-end. In the opinion of
management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of its financial position
and the results of operations for the period presented have been reflected herein.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company maintains cash and cash equivalent balances at one financial institution that is insured by the FDIC. As of July 31, 2023, the
Company had $ 758 in cash.

 Fair
Value of Financial Instruments

 The
Company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted
for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring
fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands
disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to
whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 F- 7

 AS
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;

 Level
 3:

 Defined
 as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 The
Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and
certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option
for any eligible financial instruments.

 Comprehensive
Loss

 The
Company adopted FASB ASC 220, "Reporting Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and
other gains and losses affecting stockholders' equity that are excluded from net income, such as unrealized gains and losses on
investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company's
other comprehensive income represents foreign currency translation adjustments.

 Because
the Company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between
the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount
in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to
a deferred tax asset. The Company must then assess the likelihood that the deferred tax assets will be recovered from future taxable
income and to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance.

 The
Company has adopted FASB guidance on accounting for uncertainty in income taxes which provides a financial statement recognition
threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under this guidance, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being
realized upon ultimate settlement. The guidance also extends to de-recognition of income tax assets and liabilities, classification of
current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income
tax disclosures.

 Basic
and Diluted 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. From August 1, 2022, through July 31, 2023 there
were no potentially dilutive debt or equity instruments issued or outstanding.

 F- 8

 Use
of Estimates and Assumptions

 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 of the financial statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

 Due
to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that
the Company is a going concern.

 Recently
Adopted and Recently Enacted Accounting Pronouncements

 The
Company adopts new pronouncements relating to accounting principles generally accepted in the United States of America applicable to
the Company as they are issued, which may be in advance of their effective date.

does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect
on the accompanying financial statements.

 In
March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance
changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies
will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital ("APIC") but will instead
record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this
guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of
forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or
recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective
approach. The amendment is effective for public entities for fiscal years beginning after December 15, 2016. Early adoption is permitted.
The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

 In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive
lease accounting model and supersedes the current lease guidance. The new -guidance requires lessees to recognize lease liabilities and
corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease
and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach
and will be effective for the public entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company
is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

 In
July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an
entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course
of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in
the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective
for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity
should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.
The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

 4. CAPITAL
STOCK

 The
total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $ 0.0001 per
share.

 As
of July 31, 2023, there were no issued and outstanding stock options or warrants.

 5. RELATED
PARTY TRANSACTIONS

 None

 F- 9

 6. INCOME
TAXES

 The
Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1,
the Company recognized no increase in the liability for unrecognized tax benefits. As of July 31, 2023, the Company had net operating
loss carry forwards of approximately $ 150 that may be available to reduce future years' taxable income in varying amounts
through 2040. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly the Company has recorded a valuation allowance for the deferred
tax asset relating to these tax loss carry-forwards.

 The
ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which
those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management
has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application
of a full valuation allowance as of July 31, 2023. All tax years since inception remains open for examination by taxing authorities.

 7. SUBSEQUENT
EVENTS

 None.

 F- 10

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 None

 Item
9A. Controls and Procedures.

 As
supervised by our board of directors and our principal executive and principal financial officer, management has established a system
of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported
on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial
officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 ("Exchange Act")
Rule 13a-15(e)) as of July 31, 2023, were not effective, based on the evaluation of these controls and procedures required by paragraph
(b) of Rule 13a-15.

 Management's
Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)
of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting
principles.

assessed the effectiveness of internal control over financial reporting as of July 31, 2023. We carried out this assessment using the
criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —Integrated Framework.

 B.
Management's Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness
of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment,
including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO").

 Our
system of internal control over financial reporting is designed 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

 Based
on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting
were not effective as of July 31, 2023 and were subject to material weaknesses.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented
or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting
using the criteria established in the COSO:

 Failing
 to have an audit committee or other independent committee that is independent of management to assess internal control over financial
 reporting; and

 Failing
 to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5) (ii) of Regulation S-K.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions and that the degree of compliance with the policies or procedures may deteriorate.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm, pursuant to rules of the
Securities and Exchange Commission that permit us to provide only management's report in this annual report. Management concluded
in this assessment that as of July 31, 2023, our internal control over financial reporting is not effective.

 There
have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d15(f) under
the Exchange Act) during the fourth quarter of our 2023 fiscal year that have materially affected, or are 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.

 Our
executive officers and directors and their respective ages are as follows:

 Name

 Position

 Age

 Term
 of Office

 Gregory
 Navone

 President,
 CEO, and Director

 March
 24, 2021 to present

 James
 C. Shaw

 CFO,
 Treasurer, Secretary and Director

 March
 24, 2021 to present

 Kurt
 Strakaluse

 Director

 March
 24, 2021 to present

 The
following describes the business experience of our directors and executive officers:

 Gregory
Navone

 Mr.
Navone has been a self-employed licensed real estate broker and developer since 1980. His work has included investing and developing
residential and commercial real estate including several shopping malls in Las Vegas from 1995 to 2000; rezoning and developing a 650
unit apartment building at Flamingo Road and Decatur Boulevard in Las Vegas, which was completed in November 1998; owning and managing
hotels in Las Vegas from August 2000 to June 2006; and inspecting and evaluating land parcels including preparing financial projections
and estimated yield since 1980. Mr. Navone earned a Bachelor of Arts degree from St. Mary's College of California located in Moraga,
California in 1968. He intends to devote approximately 50% of his business time to our company.

 James
C. Shaw

 Mr.
Shaw has previous work experience as a consultant for D. Richey Management Corp., a company involved in hotel management and consulting
in Wilton, Connecticut from April 1987 to February 1989; as a residential and commercial real estate salesperson for Hoppe Realty in
Las Vegas from April 1988 to July 1990; and as a business consultant from June 2014 to May 2015 for X3CNG, a company based in Parma,
Italy that established compressed natural gas facilities in Colorado. Mr. Shaw holds a degree in food service administration from State
University of New York at Cobleskill (1977), as well as a hotel administration degree from the University of Nevada - Las Vegas (1980).
Mr. Shaw has been semi-retired since May 2015 although he does devote some time to a video business through his private company, Jazz
Gas. He intends to devote approximately 25% of his business time to our company.

 Kurt
Strakaluse

 Mr.
Strakaluse is the founder and managing director of 30 Minute Security, a private investigation firm based in Las Vegas that he established
in 2000. In 1992 and 1993, he has also acted as an instructor at the N.R.A. Police Firearms Instructor School, an automatic pistol skills
course, as well as a guest instructor for F.B.I. Swat Teams in Boston in 1997. Mr. Strakaluse graduated from the Rhode Island Police
Academy in November 1990. He intends to devote approximately 10% of his business time to our company.

 Term
of Office

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

16(A) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who beneficially own more than five
percent (5%) of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes
that during the fiscal year ended July 31, 2021, all such filing requirements applicable to its officers and directors were complied
with, except that our three directors were required to file a Form 3 with respect to their shareholdings.

 Code
of Ethics

 We
have not adopted a Code of Ethics that governs the conduct of our officer.

 Audit
Committee

 We
do not have a formal audit committee or an audit committee financial expert. We do not have an audit committee financial expert because
we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations,
at the present time, we believe the services of a financial expert are not warranted.

 Item
11. Executive Compensation.

 The
following table sets forth the compensation paid by us since our incorporation to our officers. This information includes the dollar
value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed
addresses all compensation awarded to, earned by, or paid to named executive officers.

 EXECUTIVE
OFFICER COMPENSATION TABLE

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock
 Awards

 ($)

 Option
 Awards

 ($)

 Non-Equity
 Incentive Plan Compensation

 ($)

 Change in pension value and non qualified
 deferred compensation
earnings

 ($)

 All
 Other Compensation

 ($)

 Total

 ($)

 Gregory Navone

 2023

 President and CEO

 2022
2021

 James C. Shaw

 2023

 CFO, Treasurer and Secretary

 2022
2021

 The
compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

 There
are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

 Compensation
of Directors

 Our
directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors.
There are no contractual arrangements with any member of the board of directors. We have no director service contracts.

 Change
of Control

 We
do not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of
employment or a change in our control.

 (This
space is intentionally left blank)

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth, as November 3, 2022, certain information with respect to the beneficial ownership of our common stock by
each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and
executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

 Title of Class

 Name and address of beneficial owner

 Amount of beneficial ownership

 Percent of class

 Gregory Navone

President, Chief Executive Officer,

and Director
1701 Charles Iam Court
Las Vegas, Nevada 89117

 250,000

 6.00
 %

 James C. Shaw
CFO, Secretary, Treasurer, and Director

1701 Charles Iam Court
Las Vegas, Nevada 89117

 100,000

 2.40
 %

 Kurt Strakaluse
1701 Charles Iam Court

Las Vegas, Nevada 89117

 100,000

 2.40
 %

 All Officers and Directors

 as a group that consists of
three persons

 450,000
 shares

 10.80
 %

 The
percent of class is based on 4,170,000 shares of common stock issued and outstanding as of the date of this prospectus

 None
of the above shareholders have any right to acquire additional shares of common stock in the capital of the Company. There are no arrangements
that may result in our change in control of the Company.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 None
of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with
us or in any presently proposed transaction that has or will materially affect us:

 *

 Any
 of our directors or officers;

 *

 Any
 person proposed as a nominee for election as a director;

 *

 Any
 person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding
 shares of common stock;

 *

 Our
 sole promoter, Gregory Navone;

 *

 Any
 relative or spouse of any of the foregoing persons who has the same house as such person;

 *

 Immediate
 family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

 Item
14. Principal Accountant Fees and Services.

 Audit
Fees.

 The
aggregate fees billed by for professional services rendered for the accounting and audit of our financial statements for the fiscal year
ended July 31, 2023 was $2,500 and 2022 was $2,000.

 Audit-Related
Fees.

 There
have been no audit-related fees billed by our accountants in the last fiscal year of our Company.

 Tax
Fees.

 There
have been no tax fees billed by our accountants in the last fiscal year of our Company.

 All
Other Fees.

 Other
fees billed by our accountants in the last fiscal year of our Company totaled $3,850.

 It
is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is
approved by the Board of Directors that is at present acting as the Audit Committee.

 Item
15. Exhibits and Financial Statement Schedules.

 Exhibits

 EXHIBIT

 NUMBER

 DESCRIPTION

 3.1

 Articles
 of Incorporation*

 3.2

 By-Laws*

 31.1

 302 Certification by Principal Executive Officer

 31.2

 302 Certification by Principal Accounting Officer and Principal Financial Officer

 32.1

 906 Certification by Principal Executive Officer

 32.2

 906 Certification by Principal Accounting Officer and Principal Financial Officer

 *
 filed
as an exhibit to our registration statement on Form S-1 dated July 20, 2021.

 Copies
of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

 SEC
 Ref. No.

 Title
 of Document

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 The
statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 SIGNATURE

 CAPACITY
 IN WHICH SIGNED

 DATE

 /s/
 Gregory Navone

 President,
 Chief Executive Officer,
 and director

 March 21,
 2024

 Gregory
 Navone

 /s/
 James C. Shaw

 Chief
 Financial Officer, principal accounting
 officer, secretary,

 March 21,
 2024

 James
 C. Shaw

 treasurer, and director

 In
 accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant
 and in the capacities and on the dates indicated.

 SIGNATURE

 CAPACITY
 IN WHICH SIGNED

 DATE

 /s/
 Gregory Navone

 Director

 March 21,
 2024

 Gregory
 Navone

 /s/
 James C. Shaw

 Director

 March 21,
 2024

 James
 C. Shaw

 /s/
 Kurt Strakaluse

 Director

 March
 21, 2024

 Kurt
 Strakaluse