ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Executive Overview
We have not recorded revenues since inception and we are dependent upon
financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or
third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one
is obligated to provide funds to us in the future. These factors raise substantial doubt as to our ability to continue as a going concern.
Our plan is to combine with an operating company to generate revenue.
As of the date of this report, our management has not had any discussions
with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth, including entities without established records of sales or
earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies. In addition, we may complete a business combination with an entity in an industry characterized
by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant risks. In addition, any business combination or transaction
will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.
We anticipate that the selection of a business opportunity will be complex
and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages
of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving
the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business,
creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur in
many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
If we obtain a business opportunity, then it may be necessary to raise
additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such
stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner
of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities
Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common
stock, then our stockholders may experience dilution in the value per share of their common stock.
Liquidity and Capital Resources
We have not recorded revenues from operations since inception and we have
not established an ongoing source of revenue sufficient to cover our operating costs. We have relied primarily upon related parties and
third parties to provide and pay for professional and operational expenses. At March 31, 2023, we had $17,856 cash and at December 31,
2022, we had $22,055. At March 31, 2023, total liabilities increased to $440,863 compared to $433,654 at December 31, 2022. Total liabilities
primarily represent an increase in accounts payable and accrued interest for all notes payable and notes payable-related party for cash
advances, consulting services and professional services provided by or paid for by a stockholder (See “Commitments and Obligations,”
below).
We intend to obtain capital from management, significant stockholders and/or
third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue
as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into
a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long
term.
During the next 12 months we anticipate incurring additional costs related
to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant
stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.
Results of Operations
We did not record revenues in either 2023 or 2022. General and administrative
expense for the three months ended March 31, 2023 (“2023 first quarter”) was $5,699 compared to $9,110 for the three months
ended March 31, 2022 (“2022 first quarter”). The general and administrative expenses were higher for the 2022 first quarter
because the Company did not receive any funding in the 2022 first quarter.
Total other expense increased to $5,709 for the 2023 first quarter compared
to $5,088 for the 2022 first quarter. Total other expense represents interest expense related to notes payable and notes payable - related
party.
Our net loss decreased to $11,408 for the 2023 first quarter compared to
$14,198 for the 2022 first quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
At March 31, 2023, we reported notes payable totaling $130,275 with accrued
interest of $67,180. We recorded notes payable - related party totaling $155,125 with accrued interest of $80,783. All of the notes payable
are non-collateralized, carry interest at 8% and are due on demand.
During the three months ended March 31, 2023, a shareholder invoiced the
Company for consulting, administrative and professional services and out-of-pocket costs provided or paid on behalf of the Company totaling
$1,500 resulting in the Company owing the shareholder $7,500 at March 31, 2023.
As of March 31, 2023 two lenders represent in excess
of 95% of our accounts and notes payable.
Off-Balance Sheet Arrangements
We have not entered into any 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 and would be considered material to investors.
Emerging Growth Company
We qualify as an emerging growth company as that term is used in the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company if it has total annual
gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common
equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain
disclosure requirements.
In addition, Section 107 of the JOBS Act also provides that an emerging
growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards
until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition
period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting
standards.