The following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





Results of Operations

The following summary of our operations should be read in conjunction with our audited financial statements for the years ended December 31, 2022 and 2021, which are included herein.





                                   Year ended
                                  December 31,
                             2022            2021             Changes            %

Operating expenses Professional fees $ 46,849 $ 35,660 $ 11,189 31 % Total operating expenses 65,349 104,285,660 (104,220,311 ) (100%) Other expenses

                37,647           195,410           (157,763 )     (81%)
Net Loss                   $ 102,996     $ 104,481,070     $ (104,378,074 )    (100%)

We recognized no revenues for the years ended December 31, 2022 and 2021.

Net loss decreased to $102,996 for the year ended December 31, 2022 from $104,481,070 for the year ended December 31, 2021 due to the decrease in operating expenses. During the year December 31, 2021, the Company incurred stock based compensation of $104,250,000 and amortization of beneficial conversion feature from convertible note of $155,982.






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Liquidity and Capital Resources





Working Capital



                                  As of              As of
                              December 31,       December 31,
                                  2022               2021           Changes        %

Current Assets               $            -     $            -     $        -        -
Current Liabilities          $      493,116     $      392,620     $  100,496       26 %
Working Capital Deficiency   $     (493,116 )   $     (392,620 )   $ (100,496 )     26 %




Cash Flows



                                                    Year ended
                                                   December 31,
                                                2022          2021         Changes       %

Cash flows used in operating activities $ (61,800 ) $ (34,960 ) $ (26,840 ) 77 % Cash flows provided by financing activities 61,800 34,960 26,840 77 % Net changes in cash

                           $       -     $       -     $       -        -

As at December 31, 2022 and 2021, our Company had no cash and assets.

As at December 31, 2022, our Company had total liabilities of $560,442 which included convertible notes payable of $153,482 promissory notes payable of $69,486, accrued interest of $181,058, accounts payable and accrued liabilities of $59,656 and due to related party of $96,760. As at December 31, 2021, our Company had total liabilities of $459,946 which included convertible notes payable of $154,798, promissory notes payable of $69,486, accrued interest of $144,593, accounts payable and accrued liabilities of $56,109 and due to related party of $34,960.

As at December 31, 2022, our Company had a working capital deficiency of $493,116 compared with a working capital deficiency of $392,20 as at December 31, 2021. The increase in working capital deficit was primarily due to an increase in accrued interest on convertible and promissory notes and due to related party.

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the year ended December 31, 2022, net cash used in operating activities was $61,800 compared to $34,960 used during the year ended December 31, 2021. Operating activities mainly consists of professional fees (audit fees, accounting fees, filing fees and transfer agent cost) and web development cost.

Cash flows used in operating activities during the year ended December 31, 2022, comprised of a net loss of $102,996, which was reduced by amortization of debt discount of $1,184, increase in accounts payable and accrued liabilities of $3,547 and an increase in accrued interest of $36,465.

Cash flows used in operating activities during the year ended December 31, 2021, comprised of a net loss of $104,481,070, which was reduced by non-cash expenses of $104,250,000 for stock based compensation, $155,982 for amortization of beneficial conversion feature from convertible notes, $2,400 for amortization of debt discount, web and a net change in working capital of $37,728.






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Cash Flow from Investing Activities

During the years ended December 31, 2022 and 2021, our Company did not have any investing activities.

Cash Flow from Financing Activities

During the years ended December 31, 2022 and 2021, our Company received $61,800 and $34,960 for proceeds from issuance of convertible notes, respectively.





Going Concern

As of the year ended December 31, 2022, we had an accumulated deficit of $233,310,529. We believe that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to our Company's ability to continue as a going concern. Our Company is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business plans.





Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.





Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 reporting period. A change in managements' estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Fair Value of Financial Instruments

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





These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash, prepayments and the Company's loan from shareholder approximates its fair value due to their short-term maturity.






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Web Development Cost

In accordance with FASB ASC350-50 "Web Development Costs", all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized. During the year ended December 31, 2022 and 2021, the Company incurred $18,500 and $0 web development cost on three websites contributed by the Company's director, respectively.





Share-based Expenses

ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. Our Company's management believes that these recent pronouncements will not have a material effect on our financial statements.

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