You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report. The following information contains forward-looking statements. (See "Forward Looking Statements.")





General

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

The Report of Independent Registered Public Accounting Firm on the Company's 2022 audited financial statements addresses an uncertainty about the Company's ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations. The report further indicates that these factors raise substantial doubt about the Company's ability to continue as a going concern. At December 31, 2022, the Company had a working capital deficit of $679,116 and an accumulated deficit of $1,180,730. The Company incurred net losses of $93,203 and $107,183 for its fiscal years ended December 31, 2022 and 2021, respectively. There can be no assurance that the Company will be able to obtain the additional debt or equity capital required to continue its operations.

The Fiscal Year Ended December 31, 2022 Compared to the Fiscal Year Ended December 31, 2021

The Company did not conduct any operations during its fiscal year ended December 31, 2022 or 2021. At December 31, 2022, the Company had cash in the amount of $295 as compared to cash at December 31, 2021 in the amount of $734.

At December 31, 2022, the Company had current liabilities of $679,411, consisting of accounts payable of $100,265, accounts payable - related party of $8,500, accrued interest payable - related parties of $70,883, accrued interest of $79,179, convertible notes payable of $35,000, notes payable of $160,000, and notes payable - related parties of $225,584. At December 31, 2021, the Company had current liabilities of $586,647, consisting of accounts payable of $79,601, accounts payable - related party of $7,500, accrued interest payable - related parties of $45,547, accrued interest of $58,615, convertible notes payable of $35,000, notes payable of $150,000, and notes payable - related parties of $210,384. The Company had a working capital deficit of $679,116 at December 31, 2022 as compared to a working capital deficit of $585,913 at December 31, 2021.

The Company did not generate revenues during its 2022 or 2021 fiscal years. The Company's general and administrative expenses were $47,303 during the year ended December 31, 2022 as compared to $59,367 during the year ended December 31, 2021.

The Company incurred interest expense of $45,900 during the year ended December 31, 2022 as compared to interest expense of $47,816 during the year ended December 31, 2021.

The Company incurred a net loss of $93,203 during the year ended December 31, 2022 as compared to a net loss of $107,183 during the year ended December 31, 2021.

Net cash used by operating activities was $25,639 during the 2022 fiscal year resulting from the net loss of $93,203, which was offset by increases of $21,664 in accounts payable and accounts payable - related party, and $45,900 in accrued interest and accrued interest- related parties. Net cash used by operating activities was $27,483 during the 2021 fiscal year resulting from the net loss of $107,183, which was offset by the amortization of debt discount of $2,718, depreciation in the amount of $226, a $25,658 increase in accounts payable and accounts payable - related party, and a $45,098 increase in accrued interest and accrued interest - related parties.


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There were no cash flows from investing activities during the 2022 and 2021 fiscal years.

Net cash provided by financing activities was $25,200 during the 2022 fiscal year which consisted of proceeds received from the issuance of notes payable of $10,000, and notes payable - related parties of $15,200. Net cash provided by financing activities was $27,550 during the 2021 fiscal year which consisted of proceeds received from the issuance of notes payable - related parties.

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company. However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.





Critical Accounting Policies

Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor's understanding of the Company's financial and operating status.

Recent Accounting Pronouncements

The Company has not adopted any new accounting policies that would have a material impact on the Company's financial condition, changes in financial condition or results of operations.

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