(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement of which this prospectus forms a part is declared effective by the SEC. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This is the initial offering of common stock of Dynamic Innovative Solutions Limited, a Nevada corporation, and no public market currently exists for the securities being offered. We are offering for sale a total of up to 25,000,000 shares of common stock at a fixed price of $0.02 per share for aggregate net proceeds of up to $500,000.00, assuming that the entire offering is completed. There is no minimum number of shares that we must sell for the offering to proceed and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our director, Wing Leung Ho, will attempt to sell the shares without the participation of an underwriter. This prospectus will permit our director to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. We will pay all expenses incurred in this offering. In offering the securities on our behalf, Mr. Ho will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.02 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus.

The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to us to be used to fund our business development. Any funds raised from the offering will be immediately available to us for our immediate use.

We are considered an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on any over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the OTC Markets. We do not have a market maker who has agreed to file such an application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEFORE BUYING ANY SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.

Until ___________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. ALL FINANCIAL INFORMATION IS STATED IN UNITED STATES DOLLARS UNLESS OTHERWISE SPECIFIED. OUR FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPALS GENERALLY ACCEPTED IN THE UNITED STATES.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is neither an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

We were incorporated on March 1, 2022 under the laws of the state of Nevada. We are a development stage company that is currently developing an online learning and corporate training computer and mobile device application known as “Learning Hub”. An online distance learning and corporate training service, also known as e-learning or e-training, is a platform that, via websites and mobile apps, offers learners with a wide range of online learning opportunities including e-learning courses that are developed and produced by the corporations. The computer application that we are developing is intended to provide learners with convenient means of learning. They can watch the course clips anywhere and anytime they prefer. Traditional learning platform facilitates corporations providing learning clips to learning. (usually their employees). However, Learning Hub offers additional capabilities, such as online handouts, polling, online assignment, group discussions etc. We anticipate that we will need to spend an additional $5,000.00 in order to complete the computer application.

From our inception on March 1, 2022 until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial funding by our director, and the acquisition of the Learning Hub application.

As a development-stage company, we have not realized any revenues to date and our accumulated deficit as of April 30, 2022 is $6,780. To date, we have issued an aggregate of $24,000.00 through the sale of our common stock to our director and other shareholders. Proceeds from these sales will be used to fund this offering and for working capital. Our independent auditor has issued an audit opinion with respect to our financial statements for the period ended April 30, 2022, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Our principal offices are located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501, USA. Our telephone number is (775) 322-0626 and our email address is info_dynamicsolutions@yahoo.com.

In order to complete the development of our computer application, we will require approximately an additional $5,000. From the date that we secure this financing, we anticipate that we will be able to launch the application in the United States and commence offering online learning and corporate training services platform within 12 months. However, this assumes that we do not encounter any delays in testing our application. We will also require additional funding in order to expand our business operations.

Investors must be aware that we do not have sufficient capital to independently finance our own plans. We have no plans, arrangements or contingencies in place in the event that we cease operations, in which case investors would likely lose their entire investment.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our director will be solely responsible for selling shares under this offering and no commission will be paid to him on any sales.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we will seek to have a market maker file an application with FINRA for our common stock to be eligible for trading on the OTC Markets quotation system. We do not have an arrangement in place for a market maker to file such and application and there is no guarantee that we will be able to find one to do so.

The Offering:

Securities offered:		Up to 25,000,000 shares of our common stock, par value $0.0001 per share.

Offering price:		$0.02

Duration of offering:		This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 25,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time, and for any reason, we may also terminate the offering.

Net proceeds to us:		$500,000.00, assuming the maximum number of shares sold. Such $500,000.00 in gross proceeds does not account for the offering expenses in this offering. See the section entitled “Use of Proceeds” for further information.

Market for the common shares:		There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to eligible for trading on OTC Markets quotation system. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Shares outstanding prior to offering:		150,000,000

Shares outstanding after offering:		175,000,000, assuming the entire offering is sold.

Risk Factors:		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

Use of Proceeds		See “Use of Proceeds” and the other information in this prospectus.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE

We have not yet commenced offering ride-hailing services through our computer application and are still in the process of developing the application for use. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on March 1, 2022 and to date have been involved primarily in organizational activities. We have not earned any revenues as of the date of this prospectus and do not anticipate earning revenue until after the completion of our intended offering, of which there is no guarantee. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in the design, testing, rollout, and marketing of new computer applications.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and there is no guarantee that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

WE HAVE YET TO EARN REVENUE AND IF WE ARE UNABLE TO GENERATE SIGNIFICANT REVENUE FROM OUR OPERATIONS, OUR BUSINESS WILL FAIL

We have not generated any revenue from inception on March 1, 2022 to the date of this prospectus. If we are unable to generate revenue from operations we will not be able to achieve profitability or to continue operations.

From our incorporation and inception on March 1, 2022 until April 30, 2022, we incurred cumulative net losses of $6,780. We expect to incur losses in the foreseeable future as our business develops. Unless we are able to generate profit from our business operations within a reasonable time, our business will fail.

WITHOUT THE FUNDING FROM THIS OFFERING, WE WILL BE UNABLE TO BEGIN TO COMMENCE AND IMPLEMENT OUR BUSINESS PLAN.

Our current operating funds are less than necessary to complete our intended operations. We will need the funds from this offering to complete the development of our Learning Hub application. As of April 30, 2022, we did not have cash and we had liabilities of $150,209. We currently do not have any operations that generate revenue and we have no income. We need the proceeds from this offering to start our operations as described in the “Plan of Operation” section of this prospectus.

The proceeds of this offering may not be sufficient for us to achieve profitable operations. We need additional funds to achieve a sustainable commission level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

We require minimum funding of approximately $165,000 to conduct our proposed operations for a period of one year, which will cover costs relating to the completion and testing of our computer application, the launch of our website, and anticipated administrative and regulatory expenses. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding, we may utilize funds from our directors or third party lenders. We do not have any arrangements in place for such loans. After one year, we may need additional financing. If we do not generate sufficient revenue, we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

If we fail to raise at least $165,000 from the offering, we would be forced to scale back or abort completely our plan of operation. If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.

WE HAVE LIMITED BUSINESS, SALES, AND MARKETING EXPERIENCE IN OUR INDUSTRY, WHICH INCREASES OUR RISK OF BUSINESS FAILURE.

We have recently started our operations and have yet to generate revenues. While we have plans for marketing, there can be no assurance that such efforts will be successful. There can be no assurance that our proposed plan to launch our Learning Hub application will gain wide acceptance in its target market or that we will be able to effectively market our services. Additionally, we are a newly-formed, start-up company with limited prior experience in our industry. We are entirely dependent on the services of our President, Wing Leung Ho, who has experience in computer application software design to ensure that our Learning Hub application is suitable to compete in the current ride-hailing business landscape.

The online learning and corporate training business sector is extremely competitive. The sector includes large, established corporations such as including Cisco Systems, Adobe Systems, Citrix Education, Oracle Corp., and Microsoft Corporation that enjoy established market shares and brand recognition with consumers. Our competitors will have greater financial resources and may be able to withstand price competition and attract clients better than we will. We also expect 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.

THE COVID-19 PANDEMIC COULD ADVERSELY IMPACT THE DEMAND FOR OUR ONLINE LEARNING AND CORPORATE TRAINING SERVICES AND INCREASE THE LIKELIHOOD THAT OUR BUSINESS FAILS.

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic, including our ability to execute our business strategies as planned, will depend on future developments, including the duration and severity of the pandemic, which are highly uncertain and cannot be predicted. In response to the outbreak, national, state, and local governments have introduced various measures and recommendations in order to limit the spread of the pandemic, including travel and border restrictions, quarantines, self-isolation, and social distancing. The continued prevalence of COVID-19 nationally and globally could have an adverse impact on our business, operations, and financial results. The related disruptions that we may experience include a decrease in demand for ride hailing services due to customers wanting to avoid potential exposure to our drivers, increased unwillingness of drivers to risk interacting with customers in the confined environment of motor vehicles, restrictions on our drivers’ ability to access certain areas due to imposed restrictions, and restrictions that we must impose on drivers and customers in order to ensure their safety.

The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. Uncertainty regarding the duration of the COVID-19 pandemic may adversely impact our ability to raise additional capital. The extent of the impact of COVID-19 on our business and financial results will also depend on future developments, including the duration and spread of the pandemic and different COVID variants, the implementation or recurrence of shelter in place or similar orders in the future, its impact on the financial markets in which we operate, new information that may emerge concerning the severity of the virus, and the related impact on consumer travel and demand for delivery services. This uncertainty could increase the likelihood that our business fails.

BECAUSE WE RELY ON OUR DIRECTORS TO CONDUCT OUR OPERATIONS, OUR BUSINESS WILL LIKELY FAIL IF WE LOSE THEIR SERVICES.

We depend on the services of our President, CEO, Secretary, Treasurer and director, Wing Leung Ho, for the future success of our business. We rely upon Mr. Ho’s business development and marketing experience in overseeing the development and marketing efforts of the Learning Hub application. The loss of the services of Mr. Ho could result in the failure of our business. We do not have a management agreement or any other similar arrangement with Mr. Ho whereby he provides services. The loss of the services of Mr. Ho could have an adverse effect on our business, financial condition, and results of operations.

IF OUR BUSINESS PLAN FAILS, WE WILL DISSOLVE AND INVESTORS MAY NOT RECEIVE ANY PORTION OF THEIR INVESTMENT BACK

If we are unable to realize profitable operations, our business will eventually fail. In such circumstances, it is likely that we will dissolve and, depending on our remaining assets at the time of dissolution, we may not be able to return any funds back to investors.

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE

We have incurred losses since our inception resulting in an accumulated deficit of $6,780 as of April 30, 2022. Further losses are anticipated in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. We will require additional funds in order to develop our business. At this time, we cannot assure investors that we will be able to obtain financing.

Our independent registered public accountant has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result, we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in our shares is suitable.

BECAUSE OUR DIRECTOR OWN ALL OF OUR OUTSTANDING COMMON STOCK, HE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS

Our directors, Wing Leung Ho, own all of the outstanding shares of our common stock. Even if we are able to complete our entire offering of 25,000,000 shares of common stock, Mr. Ho will still own 80.00% of our issued stock at the completion of the offering. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. He will also have the power to prevent or cause a change in control. The interests of Mr. Ho may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

BECAUSE OUR ASSETS AND OUR DIRECTORS AND OFFICERS ARE LOCATED IN FOREIGN COUNTRIES, U.S. RESIDENTS’ ENFORCEMENT OF LEGAL PROCESS MAY BE DIFFICULT.

Mr. Ho, our President, Treasurer, Secretary and director, resides in Canada where our Learning Hub application is being developed using independent contractors that also reside there. Accordingly, service of process upon us, or upon individuals related to us, may be difficult or impossible to obtain within the United States. As well, any judgment obtained in the United States against us may not be collectible within the United States.

WE ARE AN “EMERGING GROWTH COMPANY” AND WE INTEND TO TAKE ADVANTAGE OF REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES, WHICH COULD RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As well, our election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until they apply to private companies. Therefore, as a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates.

We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain circumstances could be for up to five years.

BECAUSE OUR DIRECTOR HAS OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS IN THE FUTURE, CAUSING OUR BUSINESS TO FAIL

Our President, Treasurer, Secretary and Director, Wing Leung Ho, is involved in other business endeavors. Mr. Ho acts as director and officers of other companies, and devote significant time to its business affairs, as well as our own. While Mr. Ho presently possess adequate time to attend to our interests, it is possible that the time demands on them from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business.

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9, WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our director, Wing Leung Ho, who will receive no commissions. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to operate our business.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES

There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply for listing of our common stock on the OTC Markets upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

IF WE BECOME A REPORTING ISSUER UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE, WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Although we believe that the approximately $7,500 that we have estimated for reporting issuer costs and $5,000 for associated legal fees should be sufficient for the 12-month period following the completion of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative affect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

THERE IS NO MINIMUM NUMBER OF SHARES THAT MUST BE SOLD IN OUR OFFERING AND NO ASSURANCE THAT THE PROCEEDS FROM THE SALE OF SHARE WILL ALLOW US TO MEET OUR GOALS.

We are selling our shares on a “best efforts” basis, and there is no minimum number of shares that must be sold by us in this Offering. Similarly, there are no minimum purchase requirements. We do not have an underwriter, and no party has made a firm commitment to buy any or all of our securities. We intend to sell the shares through our director who will not be separately compensated for their efforts. Even if we only raise a nominal amount of money, we will not refund any funds collected from you. Any money we do receive will be immediately used by us for our business purposes. Upon completion of this offering, we intend to utilize the net proceeds to finance our business operations. While we believe that the net proceeds from the sale of all shares in this offering will enable us to meet our business plans and enable us to operate as other than a going concern, there can be no assurance that all these goals can be achieved. Moreover, if less than all of the shares are sold, management will be required to adjust its plans and allocate proceeds in a manner which it believes, in our sole discretion, will be in our best interests. It is highly likely that if not all of the shares are sold there will be a need for additional financing in the future, without which our ability to operate as other than a going concern may be jeopardized. No assurance whatsoever can be given or is made that such additional financing, if and when needed, will be available or that it can be obtained on terms favorable to us. Accordingly, you may be investing in a company that does not have adequate funds to conduct its operations. If that happens, you will suffer a loss of your investment. The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to the Company.

WE WILL LIKELY ISSUE ADDITIONAL SHARES OF COMMON STOCK THAT WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS AND ADVERSELY IMPACT THE VALUE OF OUR SHARES.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. We are authorized to issue up to 500,000,000 shares of common stock, of which 150,000,000 shares of common stock are currently issued and outstanding, and an additional 25,000,000 shares are issuable if we complete our intended offering in its entirely. Our director has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences, and privileges of such shares without the required consent of any of our stockholders. We may issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders’ interests, which will negatively affect the value of their shares.

BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

Our public offering of 25,000,000 shares is being made on a self-underwritten basis. No minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25% (i.e., $125,000), 50% (i.e., $250,000), 75% (i.e., $375,000), and 100% (i.e., $500,000) of the securities we are offering for sale. There is no assurance that we will raise the full $500,000 as anticipated.

The above use of proceeds relates to anticipated expenditures for the 12-month period following the completion of this offering. The expenditures are categorized by significant area of activity. The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to us. Please see a detailed description of the use of proceeds in the “Plan of Operations” section of this prospectus.

Since our shares are not listed or quoted on any exchange or quotation system at the moment, the offering price of the shares of common stock was arbitrarily determined. The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTC Markets quotation system concurrently with the filing of this prospectus. In order to be quoted on the OTC Markets quotation system, a market maker must file an application on our behalf in order to make a market for our common stock. There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.

The price of the current offering of 25,000,000 shares is fixed at $0.02 per share, which is the price purchasers of the shares must pay. This price is significantly different than the price paid by our director and 2 shareholders for their common stock. We issued 140,000,000 shares of common stock at a price per share of $0.0001 to our director and he paid $14,000 for his 140,000,000 shares. We also issued an aggregate of 10,000,000 shares of common stock to 2 shareholders at a price of $0.001 per share. Neither of the shareholders paid for their 10,000,000 shares as of April 30, 2022 and therefore are presented in the balance sheet as stock subscriptions receivable.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

As of April 30, 2022, the net tangible book value of our shares of common stock was $15,000.00 or $0.0001 per share based upon 150,000,000 shares outstanding. The following table illustrates the dilution that purchasers of our common stock in the offering will face if all shares are sold:

We have 150,000,000 common shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering 25,000,000 shares of its common stock for sale at the price of $0.02 per share. In connection with our selling efforts in the offering, our director, Wing Leung Ho, will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Ho is not subject to any statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Ho will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Ho is not, or has not been within the past 12 months, a broker or dealer, or an associated person of a broker or dealer. At the end of the offering, our director will continue to primarily perform substantial duties for us or on our behalf other than in connection with transactions in securities. Our director will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

We will receive all proceeds from the sale of the 25,000,000 shares being offered. The price per share is fixed at $0.02 for the duration of this offering. Although our common stock is not listed on a public exchange or quotation system, we intend to seek to have our shares of common stock quoted on the OTC Markets. In order for our shares to be quoted on the OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that an application for quotation will be approved.

Our shares may be sold to purchasers from time to time directly by and subject to our discretion. Further, we will not offer our shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from us and/or the purchasers of the shares for whom they may act as agents. The shares of our common stock that we sell may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.02 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have complied. In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

The shares will be sold at the fixed price of $0.02 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 180 days.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange).

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

There is no established public trading market for our common stock. Our authorized capital stock consists of 500,000,000 shares of common stock, with $0.0001 par value per share. As of the date of this prospectus, there were 150,000,000 shares of our common stock issued and outstanding that is held by three stockholders of record.

The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.

The holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

No holder of any of our shares has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

We have not issued and do not have outstanding any options to purchase shares of our common stock.

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Gries & Associates, LLC to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

We intend to complete the development of and operate an online distance learning and corporate training computer and mobile device application known as “Learning Hub”. An online distance learning and corporate training service facility, also known as e-learning or e-training, is a platform that, via websites and mobile apps, offers learners with a wide range of online learning opportunities including e-learning courses that are developed, produced, and uploaded by the employers. The computer application that we are developing is intended to provide learners with convenient means of learning. They can watch the course clips anywhere and anytime they prefer. Traditional learning platform facilitates corporations providing learning clips to learning. (usually their employees). However, Learning Hub offers additional capabilities, such as online handouts, polling, online assignment, group discussions etc.

We acquired the Learning Hub application in its current phase of development from a private United Kingdom corporation for total consideration of $150,000 payable in stages. Our acquisition of the application includes a 100% interest in and to an online learning and corporate training computer and mobile device application.

To date, we have paid the vendor $5,000. We owe the vendor an additional $20,000 upon its delivery of a working prototype of the application to us, which development we will fund. We have also issued the vendor a promissory note for the balance of the purchase price of $125,000, which is due upon demand provided that the vendor cannot demand payment of the note until after April 30, 2025. The note bears simple interest at a rate of 5% per year. There is no penalty if we decide to pay the note at any time prior to April 30, 2025.

We anticipate that our Learning Hub application will allow learners to watch the learning materials (such as learning clips, reference articles etc.) via a smartphone or personal computer. Our Learning Hub application also enable the employers to monitor the learning progress of each learner. In addition to learning clips, the application may also be used for handouts distributions, assignments distribution and submission, chat-box for group discussions among teammates etc.

Learners will use the application to access to various learning materials. The employers will upload all the teaching and learning materials via our application. Employers will pay for the service fee which consists of two components: 1) user fee calculated by a rate multiplied by number of active users during the month; and 2) fixed monthly platform fee. Employers will receive invoice and statement of account at the end of each month for settlement.

When a learner activate a learner user account the Learning Hub application, we will count this learner as one user chargeable to the employer. We then charge the employer a rate fee for each learner user account. Additionally, we will charge employer a fixed platform fee of $1,500 to $3,000 every month. The fixed monthly platform fee is determined by the functions that the employers uses. In order to encourage employers to use our services, we will initially charge them the fee according the above. Over time, when we have established a market for our services, we may adjust this fee schedule so that we retain a greater revenue.

The COVID-19 pandemic is likely to impact our ability to conduct our business as planned. Our ability to successfully develop our business is subject to uncertainties surrounding the duration and severity of the pandemic, including the efficacy and availability of vaccines, the effectiveness of vaccines on limiting or eliminating the spread of the COVID-19 virus including current virus variants and those that may emerge in the future.

While the demand for online distance learning and corporate training has increased since the beginning of the pandemic, we cannot predict whether these trends will continue and what impact they may have on our ability to generate revenue and eventually enjoy profitable operations. The continued prevalence of COVID-19 nationally and globally could have an adverse impact on our business, operations, and financial results.

The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. Uncertainty regarding the duration of the COVID-19 pandemic may adversely impact our ability to raise additional capital. The extent of the impact of COVID-19 on our business and financial results will also depend on future developments, including the duration and spread of the pandemic and different COVID variants, the implementation or recurrence of shelter in place or similar orders in the future, its impact on the financial markets in which we operate, new information that may emerge concerning the severity of the virus, and the related impact on online distance learning and corporate training. This uncertainty could increase the likelihood that our business fails.

Over the years, e-Learning has become an important part of the modern education system. Since its introduction, e-Learning has found widespread applications in various sectors including IT, marine, retail, healthcare, telecommunications, and financial services. These sectors are utilizing E-Learning programs for training employees as well as for disseminating information. Few of the factors responsible for shaping growth of e-Learning in the academic and corporate environment include fast-paced advancements in Internet technology including high-speed internet access, bandwidth expansion, and launch of 5G networks; e-Learning service innovations; development new and potent e-Learning technologies; rapid penetration of smartphones and tablets and increase use of the same for education supported by digitalizing lifestyles of consumers; falling mobile data and fixed line internet tariffs and the ensuing robust rise in Internet users; growing wave of BYOD in enterprises and the resulting popularity of implementing corporate e-Learning and training via tablets and smartphones; and favorable government initiatives that support the use of technology in education.

Amid the COVID-19 crisis, the global market for E-Learning estimated at $250.8 Billion in the year 2020, is projected to reach a revised size of $457.8 Billion by 2026, growing at a CAGR of 10.3% over the analysis period. Academic, one of the segments analyzed in the report, is projected to record 10.2% CAGR and reach $314 Billion by the end of the analysis period. After a thorough analysis of the business implications of the pandemic and its induced economic crisis, growth in the Corporate segment is readjusted to a revised 10.6% CAGR for the next 7-year period. Ongoing content digitization efforts in academic sector, and rise in student enrollments for online courses on a part-time and full-time basis are helping support growth in the academic segment. Demand in the corporate segment is being driven by factors such as rise in demand for social learning tools such as Twitter, Facebook, and YouTube and developments in Web 2.0 technologies; increased adoption of integrated talent management solutions such as recruiting, performance and succession management, learning management and compensation management; declining costs of communication and technology; geographic dispersion of employees; and need to continuously develop technical skills and abilities and the need to train large number of employees to ensure greater economies of scale.

We plan to commence our online learning and corporate training in North America. The E-Learning market in the U.S. is estimated at $90 Billion in the year 2021. Among the other noteworthy geographic markets are Japan and Canada, each forecast to grow at 7.6% and 8.6% respectively over the analysis period. Within Europe, Germany is forecast to grow at approximately 9.7% CAGR. The e-Learning market in developing regions is evolving into a dynamic growth sector as public universities, governments and local providers push into the market. There are several factors driving e-Learning market in developing countries, for instance e-Learning helps to decrease infrastructure costs and reduce expenditures e.g., cost on classroom space along with textbook purchase or rental leading to lesser education costs for people in developing nations. In addition, online learning eradicates logistics problems on account of weak public transport and poor road infrastructure in developing nations.

We plan to commence our online learning and corporate training in North America. Due to a large number of market vendors based in the U.S., the country hosts most of the major innovators and investors in the sector. The United States is one of the early adopters of the business model, which provides consumer familiarity with the services we intend to offer. North America accounted for a global ride-hailing market share of more than 35% in terms of revenue in 2018. This is attributed to the fact that most ride-hailing companies operating in the industry were incorporated in U.S. High demand for public transportation in cities like New York, Chicago, San Francisco, and Seattle, is contributing to market growth. Subject to the successful launch of our Learning Hub app in North America, we intend to expand our operations to other markets, including Europe, Canada, and Australia.

Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.

We will lose our emerging growth company status on the earliest occurrence of any of the following events:

A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:

As an emerging growth company, exemptions from the following provisions are available to us:

Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

There is intense competition between traditional learning and corporate training service providers. Companies providing learning and corporate training services are transitioning from providing traditional face-to-face services to online services with additional function, such as online handouts, online polling, online assignment, chat-boxes and virtual meeting rooms for group discussions etc., in order to expand the overall market for such services.

There is high competition in the market among major players. Since this market is expanding, new entrants are emerging as well. We will compete with other online learning companies, including Cisco Systems, Adobe Systems, Citrix Education, Oracle Corp., and Microsoft Corporation that are well-established in North America. These competitors have been exploring the possibilities of business expansion by adopting several market tactics to capture the demand and requirement of customers. For instance, Oracle Corporation had in 2020 announced offering free access to digital learning content and certifications for a gamut of users, for its Oracle Autonomous Database and Cloud Infrastructure. These companies generally have greater financial and technical resources, industry expertise, and managerial capabilities than we do. Most of our competitors benefit from established brand awareness with current and prospective customers.

We believe that industry competition for customers is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on these factors though we primarily hope to develop a niche market by providing lower platform charges and user fees to employers that agree to utilize our online learning and corporate training services and by developing underexplored markets, such as businesses that rely on in-house or traditional outsourced corporate training service providers.

Our plan of operations over the 12-month period following successful completion of our offering is to complete the development of our Learning Hub application, launch the application in conjunction with a marketing campaign, acquire computer equipment necessary to provide customer service support, and train customer service staff.

We anticipate achieving the following specific business milestones in the 12 months following the completion of our offering:

We will be subject to a wide variety of laws and regulations in the United States, Canada and other jurisdictions. These laws, regulations, and standards govern issues such as worker classification, labor and employment, anti-discrimination, payments, worker confidentiality obligations, product liability, environmental protection, personal injury, text messaging, subscription services, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, mobile application and website accessibility, money transmittal, and background checks. The sale and delivery of goods through our platform is also subject to laws, regulations, and standards that govern food safety, alcohol, tobacco, pharmaceuticals and controlled substances, hazardous substances, and the interstate and intrastate transport of goods. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.

We will also be subject to general business regulations and laws as well as federal and state regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the Internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations.

We have no employees as of the date of this prospectus. We have retained independent contractors to complete the development of our Learning Hub application.

We have not incurred any research or development expenditures since our incorporation.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

There is no public market for our common stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares. If in the future a market does exist for our securities, it is likely to be highly illiquid and sporadic.

We intend to apply to the OTC Markets to have our common stock quoted through a market maker that is a licensed broker dealer. There can be no guarantee that our common stock will be accepted for quotation on the OTC Markets.

As of the date of this registration statement, we have three registered shareholders.

A total of 150,000,000 shares of common stock were issued to our director and other shareholders, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

Our affiliate stockholders shall be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We anticipate achieving the following specific business milestones in the 12 months following the completion of our offering:

We did not earn any revenues from our incorporation on March 1, 2022 to April 30, 2022.

We incurred operating expenses in the amount of $6,780 for the period from our inception on March 1, 2022 to April 30, 2022. These operating expenses were comprised of fees for our incorporation and our business license.

We have not attained profitable operations and are dependent upon obtaining financing to pursue our business plan of developing and launching our Learning Hub computer application. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

At April 30, 2022, we had cash balance of $nil and liabilities totalling $150,209. Our expenditures over the next 12 months are expected to be approximately $178,055 including the costs associated with this offering.

We do not have sufficient current cash to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission or to fund our plan of operation. We must raise a minimum of $165,000 to complete our plan of operation for the next 12 months. We anticipate our costs of being a reporting company to be approximately $7,500 annually in connection with our public filings that will have to be made with the SEC on a quarterly basis, which is included in the estimated plan of operations costs. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our plan of operation for the next 12 months and our business will fail.

We have not generated any revenues since inception. As of April 30, 2022, we had accumulated losses of $6,779. Our independent auditor included an explanatory paragraph in his report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form S-1 is declared effective.

Our executive officers and directors, their ages, and their positions as of the date of this prospectus are as follows:

Set forth below is a brief description of the background and business experience of our officer and director for the past five years.

Wing Leung Ho has acted as our President, Treasurer, Secretary and director since our inception in May 2022. Mr. Ho is an executive with extensive experience in Financial and Fin-tech Industry. In 2002, Mr. Ho graduated from Simon Fraser University in Canada with a Bachelor’s Degree in Economics. From 2019, he served as Chief Investment Officer of Ocean Seven Limited, a company engaged in Investment in different aspects including but not limited to Fin-tech.

Mr. Ho has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

Mr. Ho has not been convicted in any criminal proceeding nor is he subject of any currently pending criminal proceeding.

Our director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the State of Nevada statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

Our board of directors is currently composed of one member, Wing Leung Ho, who does not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members, has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

We have no employees. We retain independent contractors to work on the development of the Learning Hub application.

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our director. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since we are an early start-up company and have only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that director and officer have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Since inception, we have not paid any compensation to our officers or directors. The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on March 1, 2022 to April 30,2022 (our fiscal year end) and subsequent thereto to the date of this prospectus.

We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.

We have not granted any stock options to our executive officers since our inception.

We do not have any employment or consulting agreement with Wing Leung ho. We do not pay him any amount for acting as a director.

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are no any pending or anticipated arrangements that may cause a change in control. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.

The percent of class is based on 150,000,000 shares of common stock that is currently issued and outstanding and 175,000,000 shares of common stock that will be issued and outstanding if the entire offering is sold.

On March 1, 2022, we offered and sold 140,000,000 shares of common stock to Wing Leung Ho, who acts as our director and officer. We sold these shares to Mr. Ho at a price of $0.0001 per share for aggregate proceeds of $14,000.00.

Mr. Wing Leung Ho is a member of our board of directors. Thus, he is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.

Other than as discussed below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or is in any presently proposed transaction that has or will materially affect us:

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

We have audited the accompanying balance sheets of Dynamic Innovative Solutions, Ltd. (the Company) as of April 30, 2022, and the related statement of operations, stockholders’ deficit and cash flows for the period then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2022, and the results of its operations and its cash flows for each of the period then ended in conformity with accounting principles generally accepted in the United States of America.

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 audit 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 audit, 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 audit 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 audit 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

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 negative working capital of $ 7,779, has incurred losses since inception of $6,780, and has not received any revenues. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.

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

Dynamic Innovative Solutions Limited (the “Company”) was incorporated in the state of Nevada on March 1, 2022 (“Inception”). The Company is a development stage company that is currently developing an online distance learning and corporate training computer and mobile device application known as “Learning Hub”. The Company’s fiscal year-end is April 30, 2022.

The Company entered into an asset purchase agreement to acquire the Learning Hub computer and mobile device application in its current state of development for cash payments totalling $5,000 and payable of $20,000 to vendor upon delivery of a working prototype of the application, plus the issuance of a promissory note for $125,000 that is payable on demand any time after April 30, 2025. The note bears simple interest at a rate of 5% per annum and is unsecured. The Company may pay this note early without penalty. The Company must pay the vendor an additional $20,000 upon the vendor’s delivery of a working prototype of the application.

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. The Company has incurred a loss since inception resulting in an accumulated deficit of $6,780 as at April 30, 2022 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. 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 stockholders, 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.

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 April 30 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.

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 at April 30, 2022, the Company had $0 in cash.

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.

ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

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.

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.

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on a balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under FASB ASC 505-10-45-2, the stock subscription receivable is reclassified as a contra account to stockholders’ equity (deficit) on the balance sheet.

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its customers.

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 consolidated 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.

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. For the period from March 1, 2022 (inception) through April 30, 2022 there were no potentially dilutive debt or equity instruments issued or outstanding.

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.

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.

Management 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.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. The amendment is effective for public entities for fiscal years beginning after December 15, 2016. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures.

Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over five years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.

As of April 30, 2022, the Company has recorded intangible assets related to software for $150,000 with an estimated useful life of three years.

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.

During the period ended April 30, 2022, the Company issued 150,000,000 shares of common stock for total cash proceeds of $14,000 to the Company’s parent company.

The unfunded stock issuance amounting to $10,000 as of April 30 2022 are presented in the balance sheet as stock subscriptions receivable.

At April 30 2022, there were no issued and outstanding stock options or warrants.

The provisions of ASC Topic 740, “Accounting for Income Taxes”, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the period March 1, 2022 (inception) to April 30, 2022, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of April 30, 2022, no liability for unrecognized tax benefits was required to be recorded or disclosed.

The components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

The cumulative tax effect at the expected rate of 21% of significant items comprising the net deferred tax amount is:

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company

Under our Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Set forth below is information regarding the issuance and sales of securities without registration since inception.

On March 1, 2022, pursuant to the terms of a stock subscription agreement, we issued 140,000,000 shares of common stock to Mr. Wing Leung Ho, who acts as our director and officer, at a purchase price of $0.0001 per share, for aggregate proceeds of $14,000.00.

On April 15, 2022, pursuant to the terms of a stock subscription agreement, we issued an aggerate of 10,000,000 shares of our common stock to two shareholders at a purchase price of $0.001 per share, for aggregate proceeds of $10,000. As of April 30, 2022, neither of the shareholders paid for their 10,000,000 shares.

We issued the above-noted shares pursuant to Section 4(2) of the Securities Act of 1933. We were able to rely upon this exemption since this issuance does not constitute a public offering of our shares.

In connection with this issuance, the existing shareholders were provided with access to all material aspects of our company, including the business, management, offering details, risk factors and financial statements. They also represented to us that they were each acquiring the shares as principal for their own accounts with investment intent. They also each represented that they were sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on [June 30,2022].

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED		AMOUNT TO BE REGISTERED				PROPOSED MAXIMUM OFFERING PRICE PER UNIT (1)			PROPOSED MAXIMUM AGGREGATE OFFERING PRICE				AMOUNT OF REGISTRATION FEE
Common Stock			25,000,000			$	0.02 per share		$	500,000			$	46.35

		Page No.
Prospectus Summary		1
Risk Factors		4
Use of Proceeds		9
Determination of Offering Price		10
Dilution		11
Selling Shareholders		12
Plan of Distribution		13
Description of Securities to be Registered		15
Interests of Named Experts and Counsel		16
Information with Respect to the Registrant		17
Legal Proceedings		22
Market for Common Equity and Related Stockholder Matters		23
Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Directors, Executive Officers, Promoters and Control Persons		26
Executive Compensation		27
Security Ownership of Certain Beneficial Owners and Management		28
Certain Relationships and Related Transactions		29
Available Information		30
Financial Statements		F-1

	April 30, 2022
	(audited)
Cash	$	-
Total Assets	$	157,429
Total Liabilities	$	150,209
Total Stockholders’ Equity	$	7,220

Dilution to Purchasers of Shares in This Offering

Percent of Offering Completed	25%	50%	75%	100%
Net Tangible Book Value Per Share Before Offering	$0.00005	$0.00005	$0.00005	$0.00005
Net Tangible Book Value Per Share After the Offering¹	$0.00074	$0.00148	$0.00216	$0.00280
Net Increase to Original Shareholders	$0.00074	$0.00148	$0.00216	$0.00280
Decrease in Investment to New Shareholders	$0.01720	$0.01784	$0.01852	$0.01926
Dilution to New Shareholders	96.3%	92.6%	89.2%	86.0%

Title of Class	Name and address of beneficial owner	Amount of beneficial ownership		Percent Of Class Before Offering			Percent Of Class After Offering¹
Common Stock	Wing Leung Ho President, CEO, CFO, secretary and director		140,000,000 shares		93.33	%		80.00	%

Common Stock	All Officers and Directors as a group that consists of two persons		140,000,000 shares		93.33	%		80.00	%

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

	25% of offering		50% of offering		75% of offering		Maximum Offering
Costs associated with this offering	$	17,050	$	17,050	$	17,050	$	17,050
Cost associated with being a reporting issuer	$	7,500	$	7,500	$	7,500	$	7,500
Legal fees	$	5,000	$	5,000	$	5,000	$	5,000
Transfer agent costs	$	2,500	$	2,500	$	2,500	$	2,500
Learning Hub computer application completion	$	10,000	$	10,000	$	10,000	$	10,000
Payment to vendor on delivery of prototype	$	40,000	$	40,000	$	40,000	$	40,000
Application launch and marketing	$	42,950	$	50,000	$	50,000	$	50,000
Computer equipment and customer service training	$	0	$	50,000	$	50,000	$	50,000
General working capital	$	0	$	67,950	$	192,950	$	317,950
TOTAL	$	125,000	$	250,000	$	375,000	$	500,000

Name of Executive Officer and/or Director		Age		Position
Wing Leung Ho		42		President, Treasurer, Secretary and director

1.	Report of Independent Registered Public Accounting Firm;		F-2

2.	Audited financial statements for the period from March 1, 2022 (inception) to April 30, 2022, including:
	a.	Balance Sheet;	F-3
	b.	Statements of Operations;	F-4
	c.	Statement of Stockholders’ Equity;	F-5
	d.	Statements of Cash Flows; and	F-6
	e.	Notes to Financial Statements	F-7

	April 30, 2022
	$
ASSETS

Current assets:
Prepayments & deposit		7,429
Total current assets		7,429

Fixed assets:
Software		150,000
Total Fixed assets		150,000

Total assets		157,429

LIABILITIES & STOCKHOLDER’S EQUITY

LIABILITIES

Current liabilities:
Accounts payable and accrued liabilities		25,209
Total current liabilities		25,209

Long term liabilities:
Notes payable		125,000
Total long term liabilities		125,000

Total Liabilities		150,209

STOCKHOLDER’S EQUITY

Common stock: $0.0001 par value, 500,000,000 authorized, 141,000,000 issued and outstanding as of April 30, 2022		15,000
Additional paid in capital		9,000
Stock subscriptions receivable		(10,000	)
Accumulated deficit		(6,780	)
Total stockholder’s equity		7,220

Total liabilities and stockholder’s equity		157,429

	April 30, 2022
	$
Expenses
General and administrative		6,780
Net Loss		(6,780	)

Other Comprehensive Loss
Foreign exchange translation adjustment		-

Total Comprehensive Loss		(6,780	)

Net loss per share – basic and diluted		(0.00	)

Weighted average shares outstanding – basic		150,000,000
Weighted average shares outstanding – diluted		142,622,950

							Stock			Accumulated
					Additional		Subscriptions			Other
	Common Stock				Paid in		Receivable			Comprehensive		Accumulated
	Number		Par Value		Capital		Capital			Income (loss)		Deficit			Total
			$		$		$			$		$			$
Balance, March 1, 2022 (inception)		-		-		-					-		-			-

Common stock issued		150,000,000		15,000		9,000		(10,000	)							14,000

Other Comprehensive Income		-		-		-					-		-			-
						-					-		-
Net Loss		-		-		-					-		(6,780	)		(6,780	)
													-
Closing Balance on April 30, 2022		150,000,000		15,000		9,000		(10,000	)		-		(6,780	)		7,220

	For the Year Ended
	April 30, 2022
	$
Cash flows from operating activities
Net loss for the period		(6,780	)
Change in operating assets and liabilities
Prepayments & deposits		(7,429	)
Accounts payable and accrued liabilities		25,209
Net cash used in operating activities		11,000

Cash flows from investing activities
Acquisition of intangible assets		(150,000	)
Net cash used in investing activities		(150,000	)

Cash flows from financing activities
Notes payable		125,000
Proceeds from issuance of common stock		14,000
Net cash provided by financing activities		139,000

Change in Cash		-
Cash – beginning of period		-
Cash – end of period		-

Supplemental cash flow disclosures

Cash paid For:
Interest		-
Income tax		-

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.

	April 30, 2022
Operating loss	$	6,780
Statutory tax rate		21	%
Refundable federal income tax attributable to current operations		1,424
Change in valuation allowance		(1,424	)
Net refundable amount	$	-

	April 30, 2022
Deferred tax asset attributed to:
Net operating loss	$	1,424
Less, valuation allowance		(1,424	)
Net deferred tax assets	$	-

SEC Registration Fee	$	50
Auditor Fees and Expenses		5,000
Legal Fees and Expenses		10,000
EDGAR/Printing Expenses		1,000
Transfer Agent Fees		1,000
TOTAL	$	17,050

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation (1)
3.2		By-Laws (1)
5.1		Legal Opinion with Consent (1)
10.1		Asset Purchase Agreement (1)
23.1		Consent of Certified Public Accountant (1)
99.1		Subscription Agreement (1)
107		Filing Fee Table (1)

	Wing Leung Ho

	By:	/s/ Wing Leung Ho
		Wing Leung Ho
		President, Treasurer, Secretary and director
		Principal Executive Officer
		Principal Financial Officer
		Principal Accounting Officer