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Item 7. Management’s Discussion and Analysis

2025-03-28 compared with 2024-04-01 · 87 added, 90 removed, 211 unchanged (46% of the section changed)

42 unchanged sentences

that comply with public company effective dates.

We will remain an “emerging growth company”

until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1.235 billion, (2) the date on which we issue

more than $1 billion in non-convertible debt in a three- year period, (3) the last day of the fiscal year following the fifth anniversary

of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities

Act, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day

of our most recently completed second fiscal quarter.

To the extent that we continue to qualify as a “smaller reporting company,”

as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the

exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including:

(1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act;

(2) scaled executive

compensation disclosures;

and (3) the requirement to provide only two years of audited financial statements, instead of three years.

The Company has not conducted any active operations

since inception, except for its efforts to locate suitable acquisition candidates.

No revenue has been generated by the Company since

It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company,

of which there can be no assurance.

The Company’s plan of operation for the remainder of the fiscal year shall be to continue its

efforts to locate suitable acquisition candidates.

Our principal business objective for the next 12 months and beyond such time will be

to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.

The Company will

not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire

any type of business.

We will remain an “emerging growth

company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1.235 billion, (2) the

date on which we issue more than $1 billion in non-convertible debt in a three- year period, (3) the last day of the fiscal year

following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration

statement filed pursuant to the Securities Act, or (4) when the market value of our common stock that is held by non-affiliates

exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

To the extent that we

continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act,

after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may

continue to be available to us as a smaller reporting company, including:

(1) not being required to comply with the auditor

attestation requirements of Section 404(b) of the Sarbanes Oxley Act;

(2) scaled executive compensation disclosures;

requirement to provide only two years of audited financial statements, instead of three years.

The Company has not conducted any

active operations since inception, except for its efforts to locate suitable acquisition candidates.

No revenue has been generated

by the Company since inception.

It is unlikely the Company will have any revenues unless it is able to effect an acquisition or

merger with an operating company, of which there can be no assurance.

The Company’s plan of operation for the remainder of the

fiscal year shall be to continue its efforts to locate suitable acquisition candidates.

Our principal business objective for the

next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than

immediate, short-term earnings.

The Company will not restrict our potential candidate target companies to any specific business,

industry or geographical location and, thus, may acquire any type of business.

The Company does not currently engage in any business

2 unchanged sentences

time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.

The Company currently does not engage in any business

activities that provide cash flow.

The costs of investigating and analyzing business combinations for the next 12 months and beyond such

time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.

During the next twelve months, we anticipate incurring

costs related to:

Exchange Act reports, and

(ii) investigating,

analyzing and consummating an acquisition.

filing Exchange Act reports, and

investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs

4 unchanged sentences

the Company had cash of $3,464 and $774, respectively.

On December 10, 2021, in connection with advances made in connection with costs incurred

by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the

Company agreed to repay Mr.

On December 10, 2021, in connection with advances made in connection with costs

incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to

which the Company agreed to repay Mr.

Tompkins the sum of any and all amounts that Mr.

Tompkins may advance to the Company on or before the date

that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after

which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

The Company has used the proceeds

from the note to cover its expenses.

Tompkins has no obligation to advance funds to the Company under the terms of the note,

it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future.

As a result, the Company issued

the note in anticipation of such advances.

Interest shall not accrue on the outstanding principal amount of the note except if an Event

of Default (as defined in the note) has occurred.

In the event of an Event of Default, the entire note shall automatically become due

and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall

accrue at the rate of eighteen percent (18%) per annum.

Tompkins may advance to the Company on or before

the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction

after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

The Company has used the

proceeds from the note to cover its expenses.

Tompkins has no obligation to advance funds to the Company under the terms

of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future.

the Company issued the note in anticipation of such advances.

Interest shall not accrue on the outstanding principal amount of the note

except if an Event of Default (as defined in the note) has occurred.

In the event of an Event of Default, the entire note shall automatically

become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the

note shall accrue at the rate of eighteen percent (18%) per annum.

As of December 31, 2024, the total amount due under the note was $147,025.

note is filed herewith as Exhibit 10.1.

Except as disclosed herein, we currently have no other agreements or specific arrangements in

place with our stockholders, management or other investors.

The note is filed herewith as Exhibit 10.1.

Except as disclosed herein, we currently have no other agreements or specific arrangements

in place with our stockholders, management or other investors.

Our ability to continue as a going concern is

8 unchanged sentences

$3,464 of cash and has not earned any revenues from operations to date.

In the next 12 months, we expect to incur expenses equal to approximately

$40,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange

Act filing requirements.

The costs related to the acquisition of a business combination target company vary widely and are dependent on

a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the

target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction

will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors

in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may

be raised contemporaneously with the transaction.

Therefore, we believe such costs are unascertainable until the Company identifies a

business combination target.

These conditions raise substantial doubt about our ability to continue as a going concern.

The Company is

currently devoting its efforts to locating merger candidates.

The Company’s ability to continue as a going concern is dependent

upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve

profitable operations.

In the next 12 months, we expect to incur expenses equal to

approximately $45,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the

Company’s Exchange Act filing requirements.

The costs related to the acquisition of a business combination target company vary

widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business

combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders

of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required,

the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in

connection with the transaction, and whether funds may be raised contemporaneously with the transaction.

Therefore, we believe such

costs are unascertainable until the Company identifies a business combination target.

These conditions raise substantial doubt about

our ability to continue as a going concern.

The Company is currently devoting its efforts to locating merger candidates.

Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital,

locate and complete a merger with another company, and ultimately, achieve profitable operations.

The Company may consider acquiring a business,

37 unchanged sentences

comparative investigation and analysis of such business opportunities extremely difficult and complex.

We do not currently intend to retain any entity to act as a “finder”

to identify and analyze the merits of potential target businesses.

However, we contemplate that Montrose Capital may introduce business

combination opportunities to us.

There are currently no agreements or preliminary agreements between us and Montrose Capital.

We do not currently intend to retain any entity

to act as a “finder” to identify and analyze the merits of potential target businesses.

However, we contemplate that Montrose

Capital may introduce business combination opportunities to us.

There are currently no agreements or preliminary agreements between us

and Montrose Capital.

We have not established a specific timeline, nor

72 unchanged sentences

in cash and has not earned any revenues from operations to date.

In the next 12 months, we expect to incur expenses equal to

approximately $40,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the

Company’s Exchange Act filing requirements.

The costs related to the acquisition of a business combination target company vary

widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business

combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders

of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required,

the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in

connection with the transaction, and whether funds may be raised contemporaneously with the transaction.

Therefore, we believe such

costs are unascertainable until the Company identifies a business combination target.

These conditions raise substantial doubt about

our ability to continue as a going concern.

The Company is currently devoting its efforts to locating merger candidates.

Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital,

locate and complete a merger with another company, and ultimately, achieve profitable operations.

In the next 12 months, we expect to incur expenses equal to approximately

$45,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange

Act filing requirements.

The costs related to the acquisition of a business combination target company vary widely and are dependent on

a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the

target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction

will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors

in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may

be raised contemporaneously with the transaction.

Therefore, we believe such costs are unascertainable until the Company identifies a

business combination target.

These conditions raise substantial doubt about our ability to continue as a going concern.

The Company is

currently devoting its efforts to locating merger candidates.

The Company’s ability to continue as a going concern is dependent

upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve

profitable operations.

Off-Balance Sheet Arrangements

30 unchanged sentences

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 7. Management’s Discussion and Analysis