Forward-Looking Statements

The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations as a result of many factors.

You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.





Results of Operations



For the three months ended September 30, 2022 and 2021





Revenue


The Company had no operations and no revenue for the three months ended September 30, 2022 and 2021, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.





Operating Expenses


The following table presents our total operating expenses for the three months ended September 30, 2022 and 2021.





                                             Three Months Ended
                                                September 30,
                                              2022          2021
Audit, accounting and legal fees                7,000        6,500
Payroll                                         5,212        5,200

Other general and administrative expense 3,334 2,836

$   15,546     $ 14,536

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.





Loss from Operations


The Company incurred a loss from operations of $15,546 and $14,536 for the three months ended September 30, 2022 and 2021, respectively.





Other Income (Expense)


The following table presents our total Other Income (Expense) for the three months ended September 30, 2022 and 2021.





                                   Three Months Ended
                                     September 30,
                                 2022           2021

Interest and other income $ 1,688 $ 33 Warrants modification expense - (1,450,890 ) Other Income (Expense), net $ 1,688 $ (1,450,857 )







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Net other income (expense) was $1,688 for the three months ended September 30, 2022, compared to net other income (expense) of $(1,450,857) for the three months ended September 30, 2021. The change was due to the extension of the warrants' expiration date resulting in warrant modification expense of $1,450,890 during the three months ended September 30, 2021 (see Note 5 to the financial statements).





Net Loss


The Company had a net loss of $13,858 for the three months ended September 30, 2022, compared with a net loss of $1,465,393 for the three months ended September 30, 2021. The decrease in net loss was due to the above-mentioned effect of the warrant modification expense.

Loss per share for the three months ended September 30, 2022 and 2021 was approximately $(0.00) and $(0.02) based on the weighted-average shares issued and outstanding.

For the nine months ended September 30, 2022 and 2021





Revenue


The Company had no operations and no revenue for the nine months ended September 30, 2022 and 2021, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.





Operating Expenses


The following table presents our total operating expenses for the nine months ended September 30, 2022 and 2021.





                                             Nine Months Ended
                                               September 30,
                                             2022          2021
Audit, accounting and legal fees              20,741       28,623
Payroll                                       15,541       15,487

Other general and administrative expense 11,126 11,218

$  47,408     $ 55,328

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.





Loss from Operations


The Company incurred a loss from operations of $47,408 and $55,328 for the nine months ended September 30, 2022 and 2021, respectively.





Other Income (Expense)


The following table presents our total Other Income (Expense) for the nine months ended September 30, 2022 and 2021.





                                   Nine Months Ended
                                     September 30,
                                 2022           2021

Interest and other income $ 1,966 $ 87 Warrants modification expense $ - $ (1,450,890 ) Other Income (Expense) $ 1,966 $ (1,450,803 )

Net other income (expense) was $1,966 for the nine months ended September 30, 2022, compared to net other income (expense) of $(1,450,803) for the nine months ended September 30, 2021. The change was due to the extension of the warrants' expiration date resulting in warrants modification expense of $1,450,890 during the nine months ended September 30, 2021 (see Note 5 to the financial statements).






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Net Loss



The Company had a net loss of $45,442 for the nine months ended September 30, 2022, compared with a net loss of $1,506,131 for the nine months ended September 30, 2021. The decrease in net loss was due to the above-mentioned effect of the warrant modification expense.

Loss per share for the nine months ended September 30, 2022 and 2021 was approximately $(0.00) and $(0.02) based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

Liquidity and Capital Resources

At September 30, 2022, the Company had cash and cash equivalents of approximately $451,693 consisting of money market funds and U.S. Treasury Bills. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

The following table provides detailed information about our net cash flow for the periods presented in this Report.





Cash Flow



                                               Nine Months Ended
                                                 September 30,
                                              2022          2021

Net cash used in operating activities $ (45,442 ) $ (53,241 ) Net cash provided by investing activities

           -             -
Net cash provided by financing activities           -             -

Net decrease in cash and cash equivalents $ (45,442 ) $ (53,241 )

Net cash of $45,442 and $53,241 were used in operations during the nine months period ended September 30, 2022 and 2021, respectively.

The cash used in operating activities of $45,442 for the nine months ended September 30, 2022 principally resulted from our net loss of $45,442.

The cash used in operating activities of $53,241 for the nine months ended September 30, 2021 principally resulted from our net loss of $1,506,131, as adjusted for a non-cash charge for warrants modification expense of $1,450,890, and a change in accounts payable and accrued expenses of $2,000.

No cash flows were used in or provided by investing activities during the nine months ended September 30, 2022 and 2021.

No cash flows were used in or provided by financing activities during the nine months ended September 30, 2022 and 2021.





New Accounting Pronouncements


Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Note 2: New Accounting Policies Pronouncements.

Factors Which May Affect Future Results

Future earnings of the Company are dependent on interest rates earned on the Company's invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.






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