Medies, Form 10-K

 false 2024 FY 0001918694

 2024-06-11

 MEDE:SimonKiddMember

 2022-02-10

 MEDE:VariousSoftwareMember

 2022-02-10

 MEDE:MetaMovementAndRelatedPropertyRightsMember

 MEDE:DanceMotionPictureMember

 2022-08-31

 2022-02-08

 2022-08-01
 2022-08-31

 2022-09-01
 2022-10-31

 MEDE:MrKennethMember

 MEDE:MrKennethMember

 MEDE:MrKennethMember

 MEDE:MrKennethMember

 2024-02-28

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended February 29, 2024

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

 For the transition period from ___________ to ___________

 Commission File No. 333-264308

 (Exact name of registrant as specified in its charter)

 Wyoming

 98-1651594

 (State or Other Jurisdiction of Incorporation or Organization)

 (IRS Employer Identification Number)

 2100 Geng Road, Suite 210 Palo Alto, CA 94303

 7812

 (Address of principal executive offices)

 (Primary Standard Industrial Classification Code
 Number)

 ( 650) 719-5286

 Registrant's telephone number, including area code:

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

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock

 MEDE

 OTC Markets

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

 Indicate by check mark whether 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

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

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

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. Yes No

 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.

is a shell company (as defined in Rule 12b-2 of the Act) Yes No

 As of February 29, 2024, we had 6,666,500
 shares of common stock issued and outstanding. There was a very limited trading activity of the shares on the OTC Markets. 0

 ITEM 1

 Description of Business

 ITEM 1A

 Risk Factors

 ITEM 1C

 Cybersecurity

 ITEM 2

 Description of Property

 ITEM 3

 Legal Proceedings

 ITEM 4

 Submission of Matters to a Vote of Security Holders

 ITEM 5

 Market for Common Equity and Related Stockholder Matters

 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, Promoters and Control Persons of the Company

 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

 ITEM 14

 Principal Accountant Fees and Services

 ITEM 15

 Exhibits, Financial Statement Schedules

 ITEM 16

 Form 10-K Summary

 Signatures

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K (this
"Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not purely historical
are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words "anticipates," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about:

 •

 our ability to select an appropriate target business or businesses;

 •

 our ability to complete our initial business combination;

 •

 our expectations around the performance of the prospective target business or businesses;

 •

 our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 •

 our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 •

 our potential ability to obtain additional financing to complete our initial business combination;

 •

 our pool of prospective target businesses in the life sciences industry;

 •

 the ability of our officers and directors to generate a number of potential acquisition opportunities;

 •

 our public securities' potential liquidity and trading;

 •

 the lack of a market for our securities;

 •

 the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 •

 the trust account not being subject to claims of third parties; or

 •

 our financial performance following our initial public offering.

 The forward-looking statements contained in this report are based on
our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that
future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.

 ii

 Item 1.
 Description of Business

 Through
our SVoD platform (Subscription Video on Demand), we provide a
novel type of service within the scope of online streaming industry and the metaverse network. Via motion and still pictures
digital database, aims to connect creative artists and dancers,
through the development of hi-tech visual experience—specifically through the metaverse technology.

intends to attract artists and professionals of the dance world to contribute to static image and fluid video content accumulation.

 Subscriptions from the global audience will generate revenue for our business. MEDIES'
web-platform will also provide services such as art criticism and film distribution, all within the context of visual craft. See
the report within our S-1 Registration Statement that includes the full discussion of the general development of our business here.

 In addition to previously disclosed
business strategy within our Registration Statement, in September 2022, MEDIES has brought on board a new executive officer Mr.
Simon Kidd. Mr. Kidd is an officer with extensive experience in the performing arts industry. He
commands our key executive operations. This addition contributed to production of two exclusive
motion pictures, The Architect and Casanova. This work has been produced in collaboration with The Ballet Retreat,
Ltd. and House of Create, Ltd.

 MEDIES'
Registration Statement was declared effective by the Securities and Exchange Commission on August 10, 2022. This was followed by our
initial offering of the Company shares. The initial offering concluded on October 19, 2022.

 On April 6,
2023 FINRA determined that MEDIES demonstrated compliance with FINRA Rule 6432 and was allowed to initiate a priced quotation on the
 OTC with a trading ticker symbol MEDE.

 We have not been subject to any material bankruptcy,
receivership, or any similar proceeding. We have not been subject to any material reclassification, merger or consolidation.

 Item 1A. Risk Factors

 Not applicable to smaller reporting companies.

 Item 1C. Cybersecurity

 None

 Item 2. Description of Property

 Our executive offices are located at two locations.
In the US at: 2100 Geng Road, Suite 210 Palo Alto, CA 94303. In the U. K. at: Fall Park Court,
Leeds, West Yorkshire LS13 2LP, United Kingdom. Other office spaces are being considered for our operations. Our telephone
number is (650) 719-5286.

 Item 3. Legal Proceedings

 We are not subject to any material legal proceedings,
nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors.

 Item 4. Mine Safety Disclosures.

 None.

 Item 5. Market for Common Equity and Related
Stockholder Matters

 (a) Market Information

 During the reporting period ending February 29, 2024, there was limited
trading activity for our S-1 registered common shares on the over-the-counter (OTC) market.

 On April 6, 2023 FINRA determined that GLENDALE SECURITIES, INC. demonstrated compliance
with FINRA Rule 6432 and may initiate a priced quotation for MEDIES of $0.0100 Bid, $0.0200 Ask on OTC Link ATS for MEDE.

 (b) Holders

 As of February 29, 2024, there were approximately
53 holders of record of our shares of Class A common stock, holding the total of 6,666,500 shares.

 (c) Dividend Policy

 We have never declared or paid any cash dividends
on our common stock to date and do not intend to pay cash dividends. We anticipate that we will retain all available funds and any future
earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition,
future debt instruments may materially restrict our ability to pay dividends on our common stock. Payment of future cash dividends, if
any, will be at the discretion of the board of directors after taking into account various factors, including our financial condition,
operating results, current and anticipated cash needs, the requirements of then-existing debt instruments and other factors the board
of directors deems relevant.

 (d) Securities Authorized for Issuance Under Equity
Compensation Plans

 On September 1, 2022, an amount of 200,000 shares were granted to Mr.
Simon Kidd, in a stock-based payment plan for his executive services.

 (e) Performance Graph

 The performance graph has been omitted as permitted
under rules applicable to smaller reporting companies.

 (f) Recent Sales of Unregistered Securities

 There were no recent sales of unregistered shares.

 Item 6. [Reserved].

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

 The following discussion should be read in conjunction
with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared
in accordance with United States Generally Accepted Accounting Principles.

 RESULTS OF OPERATIONS

 We have incurred recurring losses to date. 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 operations.

 We expect we will require additional capital to
meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt
securities.

 FISCAL YEAR ENDED FEBRUARY 29, 2024 COMPARED TO
FISCAL YEAR ENDED FEBRUARY 28, 2023.

 Our net loss for the fiscal year ended February
29, 2024, is $39,447 compared to a net loss of $60,625 during the fiscal year ended February 29, 2024. During fiscal years ended February
29, 2024 and 2023 the Company has generated $0 and $$1,838 in revenue respectively.

 During the fiscal year ended February 29, 2024, we incurred legal and
professional fees of $17,473 and general and administrative expenses of $21,974 compared to legal and professional fees of $40,228 and
general and administrative expenses of $22,929 incurred during fiscal year ended February 28, 2023.

 The weighted average number of shares outstanding
was 6,666,500 for the fiscal year ended February 29, 2024 and 4,940,726 for February 28, 2023.

 LIQUIDITY AND CAPITAL RESOURCES

 FISCAL YEAR ENDED FEBRUARY 29, 2024, AND FEBRUARY
28, 2023

 As of February 29, 2024, our total assets
were $ 38,464 comprised of cash and cash equivalents of $402, Intangible (net) of $15,123 and equipment (net) of $22,939; our total
liabilities were $111,609 comprised of accrued expenses $10,169, loan from our director of $63,440, accounts payable of $25,500 and
note payable to related party of $12,500.

 As of February 28, 2023, our total assets
were $ 60,770 comprised of cash and cash equivalents of $1,862, Intangible (net) of $28,183 and equipment (net) of $30,725; our
total liabilities were $ 94,468 comprised of accrued expenses $1,001, loan from our director of $55,467, accounts payable of $25,500
and note payable to related party of $12,500.

 Cash Flows from Operating Activities

 For the fiscal year ended February 29, 2024, net
cash flows used in operating activities were $(9,432) consisting of net loss of $(39,447) amortization of $13,060, depreciation of $7,788
and increase in accrued expenses of $9,168. For the fiscal year ended February 28, 2023, net cash flows used in operating activities were
$(40,860) consisting of net loss of $(60,224) amortization of $10,976, depreciation of $7,788 and increase in accrued expenses of $1,001.

 Cash Flows Provided by Investing Activities

 For the fiscal years ended February 29, 2024 and
2023, net cash flows used in investing activities were $0 and $(12,500) respectively..

 Cash Flows from Financing Activities

 For the fiscal year ended February 28, 2023, net
cash from financing activities was $7,973 consisting of director's loan 7,973. For the fiscal year ended February 28, 2023, net
cash from financing activities was $54,822 consisting of issuance of common stock of $27,166, director's loan 15,156 and proceed
from note payable of $12,500.

 PLAN OF OPERATION AND FUNDING

 We expect that working capital requirements will
continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements
are expected to increase in line with the growth of our business.

 Existing working capital, further advances and
debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines
of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement
of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and
(iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we
expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of
equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights,
preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors
or opportunities, which could significantly and materially restrict our business operations.

 MATERIAL COMMITMENTS

 As of the date of this Annual Report, we do not have any material commitments.

 PURCHASE OF SIGNIFICANT EQUIPMENT

 W e do not intend to
purchase any significant equipment during the next twelve months.

 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.

 GOING CONCERN

 The independent auditors' reports accompanying
our February 29, 2024 and 2023 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to
continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern,"
which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 Not applicable to smaller reporting companies.

 Item 8. Financial Statements and Supplementary
Data

 INDEX TO AUDITED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting
 Firm (PCAOB # 6797)

 Balance Sheets as of February 29, 2024 and February 28, 2023

 Statements of Operations for the years ended February 29, 2024 and February 28, 2023

 Statements of Stockholders' Equity for the years ended February 29, 2024 and February 28, 2023

 Statements of Cash Flows for the years ended February 29, 2024 and February 28, 2023

 Notes to Audited Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the shareholders and the Board of Directors
of MEDIES

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of MEDIES ("the Company") as of February 29, 2024 & February 28, 2023, the related statements of operations, stockholder's
equity, and cash flows, for each of the two years in the period ended February 29, 2024 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 February 29, 2024, and February 28, 2023, and the results of its operations and its cash flows for each
of the two years in the period ended February 29, 2024, in conformity with accounting principles generally accepted in the United States
of America.

 Material Uncertainty Relating to Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
suffered recurring losses and had not yet established a reliable, consistent and proven source of revenue to meet its operating costs
on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters were also not described
in the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our opinion is not modified with respect to this matter.

 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 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 financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Bush & Associates CPA LLC

 Bush & Associates CPA LLC

 We have served as the Company's auditor since 2022.

 Henderson, Nevada

 June 10, 2024

 F- 1

 BALANCE SHEETS

 Audited

 FEBRUARY 29, 2024

 FEBRUARY 28, 2023

 ASSETS

 Current Assets

 Cash & cash equivalents

 $

 $
 1,862

 Total current assets

 1,862

 Non-Current assets

 Intangibles (net)

 –

 28,183

 Equipment (net)

 22,939

 30,725

 Total non-Current assets

 22,939

 58,908

 TOTAL ASSETS

 $
 23,341

 $
 60,770

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accrued expenses

 $
 10,169

 $
 1,001

 Loans from related parties

 63,440

 55,467

 Total current liabilities

 73,609

 56,468

 Non-Current Liabilities

 Note Payable - RP

 12,500

 12,500

 Accounts Payable

 25,500

 25,500

 Total non-current liabilities

 38,000

 38,000

 Total Liabilities

 111,609

 94,468

 Stockholders' Equity (Deficit)

 Common stock, $ 0.0001 par value, 90,000,000 shares authorized: 6,666,500 shares issued and outstanding as of February 29, 2024 & February 28, 2023 respectively

 Additional Paid-In-Capital

 Accumulated Deficit

 ( 115,834
)

 ( 61,264
)

 Total Stockholders' equity (deficit)

 ( 88,268
)

 ( 33,698
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 23,341

 $
 60,770

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

 F- 2

 STATEMENTS OF OPERATIONS

 FOR THE YEAR ENDED FEBRUARY 29, 2024 & FEBRUARY 28, 2023

 (AUDITED)

 2024

 2023

 Revenue

 $
 –

 $
 1,838

 Gross Profit

 –

 1,838

 Operating Expenses

 Legal & professional

 17,473

 40,228

 General and administrative expenses

 21,974

 22,929

 Total Operating expenses

 ( 39,447
)

 ( 63,157
)

 Other Income/ (Expense)

 –

 1,095

 Exchange gain/ (loss)

 –

 ( 401
)

 Intangible impairment

 ( 15,123
)

 –

 Total other income (expense)

 ( 15,123
)

 Income (Loss) before provision for income taxes

)

)

 Provision for income taxes

 –

 –

 Net income (loss)

 $
)

 $
)

 Income (loss) per common share:
 Basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted Average Number of Common Shares Outstanding:
 Basic and diluted

 6,666,500

 4,940,726

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

 F- 3

 STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)

 FOR THE YEAR ENDED FEBRUARY 29, 2024 & FEBRUARY 28, 2023

 (AUDITED)

 Number of
Common
Shares

 Amount

 Additional

 Paid-In Capital

 Accumulated Deficit

 Total

 Balance at February 28, 2023

 6,666,500

 $

 $

 $
 ( 61,264
)

 $
 ( 33,698
)

 Net loss for the year

 –

 –

 –

)

)

 Balance as of February 29, 2024

 –

 –

 –

 ( 115,834
)

 ( 88,268
)

 Balance as of February 28, 2022

 4,000,000

 –

 ( 639
)

 ( 239
)

 Shares issued at offering price 0.01

 2,666,500

 –

 27,166

 Net loss for the year

 –

 –

 –

)

)

 Balance as of February 28, 2023

 6,666,500

 $

 $

 $
 ( 61,264
)

 $
 ( 33,698
)

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

 F- 4

 STATEMENTS OF CASH FLOWS

 FOR THE YEAR ENDED FEBRUARY 29, 2024 & FEBRUARY 28, 2023

 (AUDITED)

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
)

 $
)

 Adjustment as of non-cash items:

 Amortization & impairment

 28,183

 10,976

 Depreciation

 7,788

 7,788

 Changes in operating assets and liabilities

 Increase in accrued expenses

 9,168

 1,001

 Net cash provided by (used in) Operating activities

 ( 9,432
)

 ( 40,860
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of Intangible & non- current assets

 –

 ( 12,500
)

 Net cash provided by (used in) Investing activities

 –

 ( 12,500
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from sale of common stock

 –

 27,166

 Proceeds of loan from shareholder

 7,973

 15,156

 Proceeds from Note Payable - RP

 –

 12,500

 Net cash provided by Financing activities

 7,973

 54,822

 Increase (decrease) in cash and equivalents

 ( 1,460
)

 1,462

 Cash and equivalents at beginning of the period

 1,862

 Cash and equivalents at end of the period

 $

 $
 1,862

 Supplemental cash flow information:

 Cash paid for:

 Interest

 $
 –

 $
 –

 Taxes

 $
 –

 $
 –

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

 F- 5

 NOTES TO THE AUDITED FINANCIAL STATEMENTS

 FOR THE YEAR ENDED FEBRUARY 29, 2024

 NOTE 1 – ORGANIZATION AND BUSINESS

 MEDIES. (the "Company") is a corporation
established under the corporation laws in the State of Wyoming on February 08, 2022. The company intends to commence operations concerning
a unique motion picture streaming service in the domain of visual arts and metaverse.

 The Company has adopted February 28 fiscal year
end.

 NOTE 2 – GOING CONCERN

 The Company's financial statements as of
February 29, 2024 have been prepared using generally accepted accounting principles in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has
not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.
The Company has accumulated losses from inception (February 08, 2022) to February 29, 2024 of $ 115,834. These factors among others raise
substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

 In order to continue as a going concern, the Company
will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining
capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity
and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its
plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America.

 New Accounting Pronouncements

 There were various accounting standards and interpretations
issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.

 Cash and Cash Equivalents

 For the purposes of the statement of cash flows,
the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 F- 6

 Stock-Based Compensation

 During the year ended February 29, 2024, no stock-based
compensation was issued. While as of February 28, 2023, the Company had issued 200,000 shares of stock-based payments to its Executive
Vice Chairman, Mr. Simon Kidd. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To
date, the Company has not adopted a stock option plan and has not granted any stock options.

 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.

 Fair Value of Financial Instruments

 ASC 825, "Disclosures about Fair Value of
Financial Instruments", requires disclosure of fair value information about financial instruments. ASC 820, "Fair Value Measurements"
defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information
available to management as of February 29, 2024.

 The respective carrying values of certain on-balance-sheet
financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loans
payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and
their carrying amounts approximate fair value.

 Income Taxes

 Income taxes are provided in accordance with ASC
No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.

 Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized.
 Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 Foreign currency translation

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

 F- 7

 Revenue Recognition

 We adopted Accounting Standards Codification ("ASC")
Topic 606, "Revenue from Contracts with Customers", and all related interpretations for recognition of our revenue from services.

 Revenue is recognized when the following criteria
are met:

 -
 Identification of the contract, or contracts, with customer.

 -
 Identification of the performance obligations in the contract.

 -
 Determination of the transaction price.

 -
 Allocation of the transaction price to the performance obligations in the contract; and

 -
 Recognition of revenue when, or as, we satisfy performance obligation.

 Recent Pronouncements

 The Company has evaluated all the recent accounting
pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company's
financial statements.

 Fixed Assets

 Fixed assets are stated at cost, net
of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if
capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.
Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the
year of receipt. Capital work- in progress is stated at cost.

 Subsequent expenditure related to an item of fixed
assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard
of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing
parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

 Gains or losses arising from de-recognition of
fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

 The Company utilizes straight-line depreciation
over the estimated useful life of the asset.

 Office Equipment – 5 years

 Earnings per Share

 ASC No. 260, "Earnings Per Share",
specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common
stock. The Company has adopted the provisions of ASC No. 260.

 Basic net loss per share amounts is computed by
dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic
earnings per share due to the lack of dilutive items in the Company.

 F- 8

 NOTE 4 – EQUIPMENT (NET)

 Company acquired equipment as on February 10,
2022 for $ 38,930.

 The Company depreciates its property using straight-line
depreciation over the estimated useful life of 5 years.

 For the year ended February 29, 2024 the company
recorded $ 7,788 in depreciation expense. From inception (February 08, 2022) through February 29, 2024 the company has recorded a total
of $ 15,992 in depreciation expense.

 NOTE 5 – INTANGIBLE ASSETS

 The company acquired Intangible consisting of
various software for $ 1,180 as on February 10, 2022 while Intangible consisting of website (Meta Movement & related property rights)
of $ 25,500 was purchased as on February 28, 2022. As on August 31, 2022, Company acquired licensing rights to the dance motion picture
entitled "The Architect" of $ 12,500. The Company amortized its intangibles using straight-line depreciation over the
estimated useful life of 3 years.

 For the year ended February 29, 2024 the company
recorded $ 13,060 in amortization expenses. From inception (February 08, 2022) through February 29, 2024 the company has recorded a total
of $ 24,057 in amortization expense.

 As of February 29,2024, management determined
that intangible assets got impaired and thus written off from the books. As of February 29, 2024, the Company recorded $ 15,123 in intangible
impairment expense.

 NOTE 6 – CAPITAL STOCK

 The Company has 90,000,000 shares of common stock
authorized with a par value of $ 0.0001 per share.

 In February 2022, the Company issued 4,000,000
shares of its common stock at $0.0001 per share for total proceeds of $ 400.

 In August 2022, the Company issued 1,180,000 shares
of its common stock at $0.01 per share for total proceeds of $ 12,041.

 In the month of September 2022 & October 2022,
the Company issued 1,486,500 shares of its common stock at $0.01 per share for total proceeds of $ 14,858.

 As of February 29, 2024 & February 28, 2023,
the Company had 6,666,500 shares issued and outstanding respectively.

 NOTE 7 – RELATED PARTY TRANSACTIONS

 In support of the Company's efforts and
cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains
adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support
by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.

 During the year ended February 29, 2024, Mr. Tindall
loaned the company $ 8,000 to pay off company professional fees.

 As of February 29, 2024 & February 28, 2023,
the amount outstanding was $ 63,440 and $ 55,467 respectively. The loan is non-interest bearing, due upon demand and unsecured.

 F- 9

 As on February 29, 2024, $ 12,500 stands as Note
payable to Mr. Kenneth under long term liability with interest 5.5 % per annum and is payable on August 31, 2025. Interest accrued over
this loan as of February 29, 2024 is $ 1,089.

 NOTE 8 – INCOME TAXES

 The reconciliation of income tax benefit at the U.S. statutory rate
of 21% for the year ended February 29, 2024 & February 28, 2023 to the company's effective tax rate are as follows:

 Schedule of income tax expense

 February 29, 2024

 February 28, 2023

 Tax benefit at U.S. statutory rate

 $
 24,325

 $
 12,865

 Change in valuation allowance

 ( 24,325
)

 ( 12,865
)

 Income tax expense

 $
 –

 $
 –

 The tax effects of temporary differences that give rise to significant
portions of the net deferred tax assets at February 29, 2024 & February 28, 2023 are as follows:

 Schedule of deferred tax assets

 February 29, 2024

 February 28, 2023

 Deferred tax assets:

 Net operating loss

 $
 24,325

 $
 12,865

 Valuation allowance

 ( 24,325
)

 ( 12,865
)

 Deferred tax assets, net

 $
 –

 $
 –

 The Company has approximately
$ 115,834 of net operating losses ("NOL") carried forward to offset taxable income, if any, in future years which expire in
fiscal 2041. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will be realized. The ultimate realization of deferred 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 tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment,
management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because
it is more likely than not that all of the deferred tax assets will not be realized.

 NOTE 9 – SUBSEQUENT EVENTS

 The Company has evaluated subsequent events to the date these financial
statements were issued and has determined that there are no items to disclose.

 F- 10

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

 None.

 Item 9A(T). Controls and Procedures

 Management's Report on Disclosure
Controls and Procedures

 Management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's 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 accounting principles generally accepted in the United
States of America. 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. Under the supervision and
with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation
of the effectiveness of the Company's internal control over financial reporting as of February 29, 2024, using the criteria established
in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").

 A material weakness is a deficiency, or 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. In its assessment of
the effectiveness of internal control over financial reporting as of February 29, 2024, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.

 1.
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management's view
that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial
statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered
to be independent of management to provide the necessary oversight over management's activities.

 2.
We did not maintain appropriate segregation of duties and cash controls – As of February 29, 2024, the Company has not maintained
sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting
functions, and did not require dual signature on the Company's bank accounts. Alternatively, the effects of poor cash controls were
mitigated by the fact that the Company had limited transactions in their bank accounts.

 3.
We did not implement appropriate information technology controls – As of February 29, 2024, the Company retains copies of all financial
data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company's data or off-site
storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 Accordingly, the Company concluded that these
control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis by the company's internal controls.

 As a result of the material weaknesses described
above, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 28,
2023, based on criteria established in Internal Control—Integrated Framework issued by COSO.

 Changes in Internal Control over Financial
Reporting

 There has been no change in our internal control
over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial
reporting as of February 29, 2024, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

 This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. The management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC
that permit the Company to provide only management's report in this annual report.

 Item 9B.
Other Information.

 During the year ended February 29,
2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as
each term is defined in Item 408(a) of Regulation S-K.

 Item 10. Directors, Executive Officers, Promoters
and Control Persons of the Company

 DIRECTORS AND EXECUTIVE OFFICERS

 The name, address and position of our present officers and directors
are set forth below:

 Name and Address of Executive
 Officers and Director

 Age

 Position

 Mr. Kenneth Tindall

 Founder CEO & CFO

 Mr. Simon Kidd

 Executive Vice Chairman

 On September 1, 2022, Mr. Simon
Kidd was appointed EVC of MEDIES.

 Biographical Information and Background of officer and director

 Mr. Kenneth Tindall, CEO & CFO

 Mr. Kenneth Tindall has
served as the Company's Director, Secretary, and Treasurer since its incorporation on February 08, 2022. He is an internationally
renowned and award-winning choreographer, in residence for Northern Ballet and its Artistic Director of Digital.

 Employment History

 2021 - present-day:

 Artistic Lead –
shaping the artistic and collaborative megaproject offer on behalf of Northern Ballet for Leeds UK 2023.

 2020 - present-day:

 Leeds Creative Lab Selected
Artist as part of Leeds University Cultural Institute Creative Laboratory. A ground breaking program that pairs creative professionals
with researchers from higher academic institutions.

 2018 - present-day:

 Artistic Director of
DIGITAL. Generating the artistic vision and strategic and business planning for this project with international of international scope.
Responsible for curating, commissioning, and engaging with both established and upcoming choreographers. Tasked with increasing the company's
profile and reach. Producing artistic work of exceptional standard, content, and originality. Ensuring the made-for-digital content aligns
with Northern Ballet's digital strategy, audience development, the creative case for diversity, and overall ambitions. Researching the
latest developments in cutting-edge digital technology and governing values of the organization as a world-class narrative ballet company.

 2018 - present-day:

 Choreographer in residence.
Engaged to create a range of bespoke work for Northern Ballet in three main areas, full length, one-act, and digital artistic content.
Creating work rooted in classical dance language that challenges the dancers/performers and pushes their audiences to a better understanding
of narrative dance work. All in order to identify, guide, support, and mentor upcoming talent. Staying at the forefront of the latest
developments within the ballet realm and situating Northern Ballet within it, while working to keep the theatre commercially competitive
and artistically world-class.

 2015 - present-day:

 Freelance choreographer
with an objective to cultivate relationships with ballet, dance, arts, and digital art organizations. Creating original and high-quality
work that ranges from a contemporary site-specific workpiece to full-length theatre productions for traditional proscenium arch theatre
settings.

 Credentials

 UK National Dance Awards Critics' Circle Nomination 2020, Best Classical Choreography

 Board member for Dance City, 2021

 Judging panel member for English National Ballets, Emerging Dancer Competition, 2020

 EGO Creative
 director and producer, multi award-nominated
 film, winner of
 the Accolade Global film competition with the Award of Excellence

 Winner of the Broadway
 World UK Awards, for Outstanding
 Achievement in a New Dance Productions
 with Casanova.

 Choreographer and mentor for the BBC Young Dancer Competition finals 2019

 Dance Europe Critics' Choice Best World Premiere 2017 for Casanova, 2014 for The Architect, and 2013 for Luminous Juncture.

 Tanz Theatre Magazine Critics' Choice Production of the Year 2017 for Casanova,

 Choreographer of the Year, 2017 and Best Choreographer for The Architect, 2015

 Judge for the ballet rounds on the BBC Young Dancers Competition, 2017

 National Dance Awards Critics' Circle Nomination 2015, Emerging Artist Awards

 Member of the steering group and the Artistic Advisory group for the European Capital of Culture 2023 bid.

 Patron and advisor to the Moorland International Ballet School, Lancashire

 Taglioni European Ballet Awards 2014, Nomination for Best Young Choreographer

 The Production Prize at the International Choreographic Competition Hannover 2012 for Project #1

 Mr.
Tindall is an alumnus of Central School of Ballet (U.K.), with a degree in Professional Dance and Performance.

 Mr. Simon Kidd, EVC

 On September 1, 2022, the Board of Directors of MEDIES (the "Company") approved the appointment of Mr. Simon Kidd as the
Company's Executive Vice Chairman, with his executive services commencing on September 5, 2022.

 Mr. Kidd is an experienced director with high qualifications and business
history of working in the performing arts industry. Mr. Kidd has served in a senior position at Northern Ballet Theatre for nine years.
Mr. Kidd has also been the Director of Moorland International Ballet Academy for nine years. Both corporations
are not the registrant's parent, subsidiary, or other affiliates.

 MEDIES' Chief Executive Officer,
Mr. Kenneth Tindall, within the interest of the Company, is in good understanding of Mr. Kidd's level
of professional competence and thus finds it fitting for the executive position at MEDIES.

 Compliance with Section 16(a) of the Securities
Exchange Act of 1934

 Our common stock is in compliance pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, our officers, directors,
and principal stockholders are in compliance with beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

 Code of Ethics

 We are in compliance to the code of ethics that
may or may not apply to our officers and directors, or persons performing similar functions because.

 Audit Committee

 We are compliant with the provisions and requirements of an audit committee
considering our start-up phase and emerging growth company status.

 Director Nominees

 We do not have a nominating committee. Our management
plans to select individuals to stand for election as members of our board of directors. We are yet to finalize a policy with regard to
the consideration of any director candidates recommended by our security holders. Our board has determined that it is in the best position
to evaluate our company's requirements as well as the qualifications of each candidate when it considers a nominee for a position
on our board. If security holders wish to recommend candidates directly to our board, they may do so by communicating directly with our
officers at the address specified on the cover of this registration statement.

 Audit Committee and Audit Committee Financial
Expert

 We do not currently have an audit committee or
a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.

 Our board of directors has determined that it
does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item
407(d)(5)(ii) of Regulation S-K and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

 SIGNIFICANT EMPLOYEES

 Mr. Kenneth Tindall, CEO of the company, and Mr. Simon Kidd, EVC of
the company, are two significant employees.

 Item 11. EXECUTIVE COMPENSATION

 MANAGEMENT COMPENSATION

 The following tables set forth certain information
about compensation paid, earned, or accrued for services by our CEO and EVC, and (collectively, the "Named Executive Officers")
from inception on February 8, 2022 until February 28, 2023:

 Summary Compensation Table

 Name and

 Principal

 Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive Plan

 Compensation

 ($)

 Nonqualified

 Deferred

 Compensation

 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 Mr. Tindall, President

CEO & CFO

 2022

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Mr. Simon Kidd

EVC

 2022

 -0-

 -0-

 200,000

 -0-

 -0-

 -0-

 -0-

 -0-

There is currently one employment agreements between the company and its officers. The compensation discussed herein addresses all compensation
awarded to, earned by, or paid to our named executive officers. 200,000 Company's shares and a $1.00 per month for the first 12 month
are paid to Mr. Kidd for his employment at MEDIES. An annual bonus equal to one month's salary, payable on the employee's
birthday month (*or: at the end every year during December). This bonus may only be paid in case the company improves its financial
position and after the completion of a twelve (12) months continuous service with the Company.

 CHANGE OF CONTROL

 As of February 29, 2024, we had no pension plans
or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

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

 The following table provides certain information
regarding the ownership of our common stock, as of February 29, 2024 and as of the date of the filing of this annual report by:

 •

 each of our executive officers;

 •

 each director;

 •

 each person known to us to own more than 5% of our outstanding common stock; and

 •

 all of our executive officers and directors and as a group.

 Title
 of Class

 Name and Address

 of Beneficial Owner

 Amount and Nature of

 Beneficial Ownership

 Percentage

 Common Stock

 Mr. Kenneth Tindall

 2100 Geng Road Suite 210 Palo Alto

CA 94303

 4,000,000 shares of common stock

 60%

 Common Stock

 Mr. Simon Kidd

 2100 Geng Road Suite 210 Palo Alto

 CA 94303

 200,000 shares of common stock

 3%

 The percentage of class is based on 6,666,500
shares of common stock issued and outstanding as of the date of this annual report.

 Item 13. Certain Relationships and Related
Transactions

 As of September 1, 2022, 200,000 shares were granted
to Mr. Simon Kidd in a stock-based payment plan for his executive services. On August 31, 2022, the Company acquired licensing rights
to the dance motion picture The Architect for $12,500 from our CEO & Founder, Mr. Tindall.

 As of February 29, 2024 & 2023, loan payable
to Mr. Tindall stands at $63,440 and $55,467 respectively.

 As of February 29, 2024 & 2023, note payable
to Mr. Tindall stands at $12,500 and $12,500 respectively. Interest accrued over this note is $1,089. & $401 as of February 29, 2024
& 2023 respectively.

 Item 14. Principal Accountant Fees and Services

 The aggregate fees billed for the most recently
completed fiscal year ended February 29, 2024 and for the fiscal year ended February 28, 2023, for professional services rendered by the
principal accountants Bush & Associates, CPA. for the audits of our annual financial statements and review of the financial statements
included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for these fiscal periods were as follows:

 Year Ended

 February 29, 2024

 February 28, 2023

 Audit Fees

 $

 14,500

 $

 14,500

 Audit Related Fees

 3,200

 3,200

 Tax Fees

 –

 –

 All Other Fees

 –

 –

 Total

 $

 17,700

 $

 17,700

 Our board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the
respective services were rendered.

 Our board of directors has considered the nature
and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit
is compatible with maintaining our independent auditors' independence.

 Item 15: Exhibits, Financial Statement Schedules

 Financial Statements

 See Index to Consolidated Financial Statements at Item 8 herein.

 Exhibits

 The following documents (unless otherwise indicated)
are filed herewith and made part of this registration statement.

 Exhibit Number

 Description

 23.1

 Consent of Bush & Associates, CPA.

 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer

 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: June 11, 2024

 By: /s/ Kenneth Tindall

 Kenneth Tindall

Chief Executive Officer & Chief Financial Officer