What changed in this filing

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Item 1A. Risk Factors

2025-02-21 compared with 2024-03-29 · 51 added, 37 removed, 174 unchanged (34% of the section changed)

various risks associated with our business, including the risks discussed below.

You should carefully consider these risk factors, as

well as the other information contained in this Registration Statement, in evaluating our business and us.

There are various

risks associated with our business, including the risks discussed below.

You should carefully consider these risk factors, as well as

the other information contained in this Registration Statement, in evaluating our business and us.

our previous operating business, our business is now to seek to raise the debt and/or equity to meet our ongoing operating expenses and

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stockholder will realize any return on their shares after the new business plan has been implemented.

RELATED TO OUR COMPANY

INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

RISKS RELATED

TO OUR COMPANY

WE HAVE INCURRED

LOSSES AND ANTICIPATE FUTURE LOSSES

As of December

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FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES

no sources of income at this time and no existing cash balances to meet our ongoing operating expenses.

In the short term, unless we are

able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses.

On a longer-term basis, we intend

to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities

We have no sources

of income at this time and no existing cash balances to meet our ongoing operating expenses.

In the short term, unless we are able to

raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses.

On a longer-term basis, we intend to raise

the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities

for growth in return for shares of our Common Stock to create value for our shareholders.

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OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS

we are an insignificant participant among the firms which engage in the acquisition of business opportunities.

We believe we

are an insignificant participant among the firms which engage in the acquisition of business opportunities.

There are many established

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compared to our competitors.

NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS

not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition

EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS

executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition

of a private or public entity.

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assets, negative net worth or other negative characteristics.

BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS

conditions in domestic and global economies are extremely uncertain.

Adverse changes may occur as a result of softening global economies,

wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions.

changes could have a material adverse effect on our business, financial condition, and results of operations.

OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER

NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS

Current conditions

in domestic and global economies are extremely uncertain.

Adverse changes may occur as a result of softening global economies, wavering

consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions.

could have a material adverse effect on our business, financial condition, and results of operations.

PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER

SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

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DIRECTOR MAY HAVE CONFLICTS OF INTEREST, WHICH MAY NOT BE RESOLVED FAVORABLY TO US.

conflicts of interest may exist between our sole director and us.

Our sole director has other business interests to which he devotes his

attention, and may be expected to continue to do so, although management time should be devoted to our business.

As a result, conflicts

of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us.

Certain conflicts

of interest may exist between our sole director and us.

Our sole director has other business interests to which he devotes his attention,

and may be expected to continue to do so, although management time should be devoted to our business.

As a result, conflicts of interest

may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us.

See "Directors

1 unchanged sentence

and "Conflicts of Interest,"

DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

WE MAY DEPEND

UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

To supplement

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to provide the required services.

RELATED TO OUR SECURITIES

RISKS RELATED

TO OUR SECURITIES

OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS

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of practical limitations to prevent the described patterns from being established with respect to our securities.

of our Common Stock may be thinly traded on the OTC Pink Sheets, meaning that the number of persons interested in purchasing our shares

of Common Stock at or near ask prices at any given time may be relatively small or non-existent.

The shares of

our Common Stock may be thinly traded on the OTC Pink Sheets, meaning that the number of persons interested in purchasing our shares of

Common Stock at or near ask prices at any given time may be relatively small or non-existent.

This situation is attributable to a number

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TO LIQUIDATE YOUR SHARES.

give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained,

or that any trading levels will be sustained.

We cannot give

you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or

that any trading levels will be sustained.

Due to these conditions, we can give investors no assurance that they will be able to sell

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required reports under the Exchange Act for the preceding 12 months and (iv) one year has elapsed since the Company filed "Form 10"

shareholder of the Company will not be able to sell its shares until such time as a registration statement for those shares is filed or

the Company has ceased to be a shell company either by effecting a business combination or by developmental growth, the Company has remained

current on its Exchange Act filings for 12 months and the Company has filed the information as would be required by a "Form 10"

Thus, a shareholder

of the Company will not be able to sell its shares until such time as a registration statement for those shares is filed or the Company

has ceased to be a shell company either by effecting a business combination or by developmental growth, the Company has remained current

on its Exchange Act filings for 12 months and the Company has filed the information as would be required by a "Form 10"

audited financial statements, management information and compensation, shareholder information, etc.)

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holders of our Common Stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.

LOSS OF CONTROL

BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.

further Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that would, upon issuance,

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of ownership of us by our current Shareholders.

NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

anticipate paying any cash dividends on our Common Stock in the foreseeable future.

BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS

ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not anticipate

paying any cash dividends on our Common Stock in the foreseeable future.

UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS

of selecting and entering into a merger is fraught with all kinds of issues.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors