The following Management's Discussion and Analysis of Financial Condition and Plan of Operations ("MD&A") is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our financial statements and the accompanying notes to financial statements and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.





General


As of the date of this 10-K we have been conducting primarily organizational activities and have identified a solar energy technology for the agriculture greenhouse market segment for potential acquisition. We have entered into a binding letter of intent with a DASH B.S.T. Ltd for the acquisition for its proprietary solar energy technology creating a reasonable probability that we will acquire a specific asset.





Results of Operations


As of the date of this registration statement, the Company has been involved primarily in organizational activities associated with finalizing the development of the Technology and creating a final marketing plan to sell its solar power systems. The Company intends to develop relationships with selective existing distributors of agriculture greenhouse solar solutions. The Company hopes to leverage these relationships to offer for sale and installation of its unique solar energy solutions. We are focused on providing access to solar energy to agriculture greenhouse energy consumers. The Company is prepared for conducting business in multiple locations throughout the United States and possibly Israel.


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The Company currently has no manufacturing or installation capabilities and will rely upon third-parties for manufacturing and installation of our solar systems. Each sale and installation affiliate will be paid on a project-by-project basis in installments as they complete various phases of the project and reach applicable milestones within each respective distribution agreement. However, we have not yet entered into any specific distribution agreements so therefore we cannot predict exactly what such terms will be or if any if these relationships will produce any revenue.

Our management is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions, affecting our targeted business, the marketing and selling of alternative energy in the form of solar energy systems for the agriculture greenhouse market segment or the solar energy industry and agriculture generally, that may be reasonably anticipated to have a material impact on either our capital resources, or the revenues or incomes to be derived from the operation of our assets. To effectively fund our business plan, we will need to raise additional capital. However, there can be no assurance that the Company will be able to raise sufficient capital on terms acceptable to the Company to complete any or all of these projects. We have also expended human capital and energy, as well as financial resources on identifying and sourcing future energy-related projects, in accordance with our business model.





Plan of Operations



Upon completion of the development of the solar energy technology the Company plans to continue to marketing its renewable energy generation systems, focusing on solar resources, as a replacement of fossil fuel energy generation equipment. In the next twelve months we intend to focus on finalizing the acquisition of a proprietary solar energy technology as well as completing the development of said technology, and develop and implement a marketing strategy for the sake distribution and installation of solar energy products for the agriculture greenhouse market segment.

We currently lack the funding to complete the development of the solar energy technology. To effectively fund our business plan, we will need to raise additional capital in the form of equity, debt or a combination thereof. We have historically raised operating capital through the sale of our securities or debt. However, there can be no assurance that the Company will be able to raise sufficient capital on terms acceptable to the Company to complete any or all of these projects.

During the 3nd quarter of 2022, we will require approximately $750,000 to complete the development of the solar energy technology, develop its marketing plan, and the general operating overhead of the Company. However, there can be no assurance that the Company will be able to raise these funds or that it will be able to do so on terms that are favorable to the Company.

During the third quarter of 2022, providing the Company has completed the development of the solar energy technology, the Company expects to commence the implementation of its marketing plan in order to achieve revenue generating operations. The Company anticipates it will be required to raise additional capital through the sale of its securities or debt in order to expand the sales, distribution and installation of its solar energy products for the agriculture greenhouse market. However, there can be no assurance that the Company will be able to raise these funds or that it will be able to do so on terms that are favorable to the Company.

The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, the pace of the sale and installation of each solar energy system, conditions in the markets for the services required to complete solar energy systems, changes in or revisions to our marketing strategies, as well as any applicable legal or regulatory changes which may occur.

If we are unable to raise capital for the sale of our securities or other financing activities that we believe are needed to fund our business plan, we may be required to scale back our development plans by reducing expenditures for employees, consultants, business development and marketing efforts, and other envisioned expenditures. This could reduce our ability to complete existing solar energy system projects or initiate new ones, or require us to seek further funding earlier, or on less favorable terms, than if we had raised the full amount of the offering.


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If management is unable to implement its proposed business plan or employ alternative financing strategies, it does not presently have any alternative proposals.

We cannot assure you that our solar energy systems will be completed in a timely manner or at all, that we will ever earn revenues sufficient to support our operations or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease our operations.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with 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 the 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.

A summary of significant accounting policies is included in Note 2 to the financial statements included in this Registration Statement. Of these policies, we believe that the following items are the most critical in preparing our financial statements.





Use of Estimates


Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions.





Stock-Based Compensation


The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors to be recognized in the financial statements, based on their fair value. The Company measures share-based compensation to consultants in accordance with ASC 505-50, Equity-Based Payments to Non-Employees, and recognizes the fair value of the award over the period the services are rendered or goods are provided. Currently the Company does not have any stock-based compensation in place or planned.

Most Recent accounting pronouncements

Refer to Note 2 in the accompanying financial statements.

Impact of Most Recent Accounting Pronouncements

There were no recent accounting pronouncements that have had a material effect on the Company's financial position or results of operations.





Results of Operations


We are a small reporting Company as defined by 17 C.F.R 229(10)(f)(i) and are not required to provide the information under this heading. We have no off-balance sheet arrangements, including arrangements that would affect the liquidity, capital resources, market risk support, and credit risk support or other benefits. The Company currently has no material commitments for capital expenditures.

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No revenues from operations were received in 2020 and 2021. The Company generated negative cash flows from operations of $8,077 and $1,547 in 2019 and 2020, respectively, and net losses from operations of $8,077 and $1,547 in 2020 and 2021, respectively. As of December 31, 2020, the Company had an accumulated deficit of $10,120,478 and a working capital deficit of $440,311.

Liquidity and Capital Resources

The Company currently has no cash on hand inasmuch as during the fiscal years ended 2020 and 2021, no liquidity was generated by revenues or from the sale of securities.

During the year ended December 31, 2021, we reduced our total liabilities by $96,343 through the elimination of certain liabilities that had expired based on various states statutes of limitation. None of these liabilities were the subject of any legal proceedings or collections activity. We will continue to attempt to reduce our liabilities in the future.

The Company's independent registered public accounting firm has issued a going concern opinion on the Company's financial statements for the years ended December 31, 2020 and 2021. See Note 1 to the financial statements. The Company's liquidity shortage will continue through at least 2022.

The Company's continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management's operating plan includes pursuing additional fund raising as well as putting in place all the initial requirements in anticipation of the Company beginning its solar energy operations and generating revenue in 2022.

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