The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes and the discussions under "Application of Critical Accounting Policies," which describes key estimates and assumptions we make in the preparation of our financial statements.





RESULTS OF OPERATIONS

We had a net loss of $227,096 for the year ended December 31, 2022, which was $175,944 fewer than the net loss of $403,040 for the year ended December 31, 2021. The change in our results over the two periods is mainly a result of a decrease in interest expenses.

The following table summarizes key items of comparison and their related decrease for the years ended December 31, 2022 and 2021:





                                                                                    Increase
                                                                                   (Decrease)
                                                     2022           2021         2022 from 2021
Revenue                                           $        -     $        -     $              -
Selling, general and administrative expenses          94,092         82,400               11,692

Loss from operations                                 (94,092 )      (82,400 )             11,692

Interest expense                                    (133,004 )     (320,640 )           (187,636 )
Net loss                                          $ (227,096 )   $ (403,040 )   $       (175,944 )




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Revenue

We did not earn any revenues during the years ended December 31, 2022 or 2021.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2022, our cash and cash equivalents were $0; total current liabilities were $28,962 and total stockholders' deficit was $28,451.





Working Capital





                            At                At
                       December 31,      December 31,
                           2022              2021
Current assets        $          511     $       1,490
Current liabilities           28,962         6,513,681
Working capital       $      (28,451 )   $  (6,512,191 )

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.





FINANCIAL CONDITION



                                                                 Increase (Decrease)
                                            2022      2021         2022 from 2021
Net cash (used in) operating activities     $   -     $   -     $                   -

Net cash provided by financing activities       -         -                         -
Net increase (decrease) in cash             $   -     $   -     $                   -
Cash balance at end of period               $   -     $   -     $                   -




Operating Activities.

We had no cash used in operating activities during the years ended December 31, 2022 and 2021.





Financing Activities.

We had no cash provided by financing activities during the years ended December 31, 2022 and 2021.

To date we have relied on proceeds from the sale of our shares and on loans from officers and directors, related companies and an independent third party in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our officers and directors, related companies or the independent third party will provide us with any future loans. We intend to use debt to cover the anticipated negative cash flows until we can operate at a break-even cash flow mode. We may seek additional capital to fund potential costs associated with possible expansion and/or acquisitions. We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources. Stockholders should assume that any additional funding will likely be dilutive.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

Information regarding our outstanding accrued liabilities, note payable and related party transactions are included in the footnotes to the audited financial statements included under "Item 8. Financial Statements and Supplementary Data", under notes: "3. Accrued Liabilities"; "4. Note Payable"; and "5. Related Party Transactions".





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FORECAST

As described above under "Business", our management is seeking potential merger or acquisition candidates. In December 2022, coronavirus (COVID-19) is continuing to spread throughout of the world, including the United States. The outbreak of the coronavirus has resulted in a widespread health crisis and has adversely affected the economies and financial markets worldwide, business operations and the conduct of commerce generally. In particular, the global capital markets are experiencing and may continue to experience periods of disruption and instability, which could be prolonged, and which could materially and adversely impact the broader financial and credit markets. Such disruption could have a material adverse effect on our ability to raise additional funds, which in turn could impact our ability to operate as a going concern beyond the next twelve months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material. See Note 1 of the Notes to Financial Statements included in Item 8 of this Annual Report on Form 10-K for a summary of significant accounting policies and the effect on our financial statements.





GOING CONCERN

We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report contained herein regarding substantial doubt about our ability to continue as a going concern.

During the years ended December 31, 2022 and 2021, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from related parties and independent third parties. We experienced negative financial results as follows:





                              2022            2021
Net loss                   $ (227,096 )   $   (403,040 )
Negative working capital      (28,451 )     (6,512,191 )
Stockholders' deficit         (28,451 )     (6,512,191 )

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.

Our current operations are primarily funded by Logicquest Technology Limited, a company controlled by the Company's Chief Financial Officer, Mr. Cheng Yew Siong.

These steps have provided us with the cash flows to continue our business, but have not resulted in significant improvement in our financial position. We are considering alternatives to address our cash flow situation that include:





     ·   Raising capital through additional sale of our common stock and/or debt
         securities.
     ·   Reducing cash operating expenses to levels that are in line with current
         revenues.

These alternatives could result in substantial dilution of existing stockholders. There can be no assurance that our current financial position can be improved, that we can raise additional working capital or that we can achieve positive cash flows from operations. Our long-term viability as a going concern is dependent upon the following:





     ·   Our ability to locate sources of debt or equity funding to meet current
         commitments and near-term future requirements.
     ·   Our ability to achieve profitability and ultimately generate sufficient
         cash flow from operations to sustain our continuing operations.

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