The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our financial statements and the related notes included in this report. This discussion contains forward-looking statements. Please see "Cautionary Note Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.





Critical Accounting Policies



Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, 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. Actual results could differ from those estimates.

Certain of the Company's accounting policies that we believe are the most important to the portrayal of the Company's financial condition and results of operations and that require management's subjective judgments are described below to facilitate a better understanding of our business activities. Management bases its judgments on its experience and assumptions which it believes are reasonable and applicable under the circumstances.

We expect that uncertainty and volatility in financial markets relating to the COVID-19 pandemic will continue to impact the company. The scope, duration and magnitude of the direct and indirect effects of the COVID-19 pandemic are changing rapidly and are difficult to anticipate.

We are subject to economic factors such as interest rates, inflation, foreign exchange rates, adverse reserve developments, regulation, tax policy changes, political risks and other market risks that can impact our strategy, operations, and results.





4






Revenue Recognition

The Company has not yet generated revenues from its planned activities.





Results of Operations

Comparison of Results of Operations for the fiscal years ended December 31, 2021 and 2020

Revenues. The Company had no revenue during the years ended December 31, 2021 or December 31, 2020.

General and Administrative Expenses. The Company incurred general and administrative expenses of $27,926 and $1,246 during the years ended December 31, 2021 and December 31, 2020, respectively. The increase is related to filings fees associated with the SEC for annual and quarterly reports.

Professional Fees. The Company incurred professional fees of $59,252 and $14,012 during the years ended December 31, 2021 and 2020, respectively. The increase is related to accounting, auditor fees and consultancy fees associated with filings with the SEC for annual and quarterly reports.

Operating loss. As a result of the Company's general and administrative expenses and professional fees, the Company incurred an operating loss of $87,178 and $15,258 for the years ended December 31, 2021 and December 31, 2020, respectively.

Other Income (Expense). The Company incurred interest expense of $3,000 during the years ended December 31, 2020. The Company recognized a gain on debt forgiveness of $7,805 during the year ended December 31, 2020.

Net Loss. As a result of the foregoing, the Company incurred a net loss of $87,178 and $10,453 during the years ended December 31, 2021 and December 31, 2020, respectively.

Liquidity and Capital Resources

As of December 31, 2021, we had cash and cash equivalents of $5,843 with current assets totaling $5,843 and current liabilities totaling $99,751 creating a working capital deficit of $97,908. Current liabilities consisted of accounts payable and accrued liabilities totaling $31,730, related party payable of $68,021, related party interest payable of $0 and a related party loan payable of $50,163,500.

As of December 31, 2020, we had cash of $0, with current assets totaling $0 and current liabilities totaling $93,765 creating a working capital deficit of $93,765. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730, related party payable of $29,829, related party interest payable of $11,156 and a related party loan payable of $46,050.





Cash Flows

Net cash provided by (used) in operating activities were $5,843 and $(78) during the years ended December 31, 2021 and December 31, 2020, respectively.

Net cash provided by investing activities were $0 and $0 during the years ended December 31, 2021 and December 31, 2020, respectively.

Net cash provided by financing activities were $0 and $0 during the years ended December 31, 2021 and December 31, 2020, respectively.

The Company to date has been financially supported by related party entities which are also owned by the principal shareholders of the Company. The Company will continue to be financially supported by related party entities until such time as the company generates sufficient cashflow to support its expense requirements or completes an external capital raising.





5

Off-Balance Sheet Arrangements

During the year, the company entered into a revolving credit commitment with Novea, Inc. The initial borrowing of the revolving credit loans under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loan in an aggregate principal amount shall not exceed $5,000,000. The loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate equal to LIBOR plus 5.25%.

The Company entered into a Revolving Credit Facility Agreement (the "RCFA") with Newpoint Reinsurance Company Limited, an entity owned by the Company's principal shareholders. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. As of December 31, 2021 the Company has additional available borrowings of $836,500 after it was provided $163,500 as a related party transaction for the credit commitment agreement with Novea.

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