What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-15 compared with 2022-11-14 · 283 added, 175 removed, 4 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

of our Business

Acquisition Inc.

was incorporated in the State of Delaware on December 10, 2021.

Since inception, the Company has been engaged in organizational

efforts and obtaining initial financing.

The Company was formed as a vehicle to pursue a business combination through the acquisition

of, or merger with, an operating business.

The Company filed a registration statement on Form 10 with the U.S.

Securities and Exchange

Commission (the “SEC”) on March 21, 2022, and since its effectiveness, the Company has focused its efforts to identify a

possible business combination.

Company is currently considered to be a “blank check” company.

The SEC defines those companies as “any development

stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business

plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have

enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.

The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets

(other than cash) and no or nominal operations.

Management does not intend to undertake any efforts to cause a market to develop in our

securities, either debt or equity, until we have successfully concluded a business combination.

The Company intends to comply with the

periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

addition, the Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS

Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Exchange

Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)

of the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have different effective dates

for public and private companies until those standards apply to private companies.

As a result of this election, our financial statements

may not be comparable to companies that comply with public company effective dates.

will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues

exceed $1.07 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.

Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the

perceived advantages of being a publicly held corporation.

The Company’s principal business objective for the next 12 months and

beyond such time will be to achieve long-term growth potential through a combination with an operating business.

The Company will not

restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

Overview of our Business

Surfside Acquisition Inc.

was incorporated in

the State of Delaware on December 10, 2021.

Since inception, the Company has been engaged in organizational efforts and obtaining initial

The Company was formed as a vehicle to pursue a business combination and has focused its efforts to identify a possible business

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 is currently considered to be a “blank

check” company.

The SEC defines those companies as “any development stage company that is issuing a penny stock, within the

meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business

plan is to merge with an unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the

sale of securities of “blank check” companies in their respective jurisdictions.

The Company is also a “shell company,”

defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations.

does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully

concluded a business combination.

The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long

as we are subject to those requirements.

In addition, the Company is an “emerging

growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that

are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being

required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements

of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden

parachute payments not previously approved.

The Company has also elected to use the extended

transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows

us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until

those standards apply to private companies.

As a result of this election, our financial statements may not be comparable to companies

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.

Company currently does not engage in any business activities that provide cash flow.

During the next twelve months we anticipate incurring

costs related to:

Exchange Act reports, and

(ii) investigating,

analyzing and consummating an acquisition.

believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or

other investors.

As of September 30, 2022, the Company had $721 in cash.

There are no assurances that the Company will be able to secure

any additional funding as needed.

Currently, however, our ability to continue as a going concern is dependent upon our ability to generate

future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from

normal business operations when they come due.

Our ability to continue as a going concern is also dependent on our ability to find a

suitable target company and enter into a possible reverse merger with such company.

Management’s plan includes obtaining additional

funds by equity financing through a reverse merger transaction and/or related party advances, however, there is no assurance of additional

funding being available.

Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds

for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be

experiencing financial or operating difficulties and is in need of additional capital.

In the alternative, a business combination may

involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish

a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control

which may occur in a public offering.

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 effect 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

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing

and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s

plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.

This lack of diversification

should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture

against gains from another.

Company anticipates that the selection of a business combination will be complex and extremely risky.

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

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.

March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.”

A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely

affected businesses of all types, economies and financial markets worldwide.

The business of any potential target business with which

we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to complete a business

combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or

the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely

The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly

uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to

contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue

for an extended period of time, our ability to consummate a business combination, or the operations of a target business with which we

ultimately consummate a business combination, may be materially adversely affected.

of the date of this Form 10-Q, the Company has not entered into any definitive agreement with any party, nor have there been any specific

discussions with any potential business combination candidates regarding business opportunities for the Company.

and Capital Resources

of September 30, 2022, the Company had total assets equal to $721 comprised exclusively of cash.

The Company’s current liabilities

as of September 30, 2022 totaled $51,875 comprised of accounts payable and accrued expenses, advances from a stockholder, and amounts

due under a note payable to a stockholders.

The Company can provide no assurance that it can continue to satisfy its cash requirements

for at least the next twelve months.

following is a summary of the Company’s cash flows provided by (used in) operating and financing activities for the nine months

ended September 30, 2022:

Cash (Used In) Operating Activities

Provided by Financing Activities

Company has only cash assets and has generated no revenues since inception.

The Company is also dependent upon the receipt of capital

investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private

operating company.

In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources.

If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of

of Promissory Note to a Stockholder and Director

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 does not currently 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:

(i) filing Exchange Act reports,

(ii) investigating, analyzing and

consummating an acquisition.

We believe we will be able to meet these costs

through use of funds to be loaned by or invested in us by our stockholders, management or other investors.

There are no assurances that

such funds will be advanced or that the Company will be able to secure any additional funding as needed.

As of March 31, 2023, the Company

had cash of $6,790.

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

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.

As of March 31, 2023, the total amount due under the note was $69,525.

The note is filed herewith as Exhibit

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

dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and

repay our liabilities arising from normal business operations when they come due.

Our ability to continue as a going concern is also dependent

on our ability to find a suitable target company and enter into a possible reverse merger with such company.

Management’s plan includes

obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no

assurance of additional funding being available.

The Company, as of March 31, 2023, had $6,790

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.

The Company may consider acquiring a business,

which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets,

is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties

and is in need of additional capital.

Our management believes that the public company status that results from a combination with the

Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer

the opportunity to utilize its stock to make acquisitions.

There is no assurance that we will in fact have access to additional capital

or financing as a public company.

In the alternative, a business combination may involve the acquisition of, or merger with, a company

which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding,

among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business we select for a potential

business combination 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 effect 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.

Our management anticipates that it will likely

be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective

stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business

in order to achieve a tax-free reorganization.

This lack of diversification should be considered a substantial risk in investing in us,

because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of

a business combination will be complex and extremely risky.

While the Company is in a competitive market with a small number of business

opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants

with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with 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 stock.

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.

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

have we created a specific plan to identify an acquisition target and consummate a business combination.

We expect that our management

and the Company, through its various contacts and affiliations with other entities, including Montrose Capital, will locate a business

combination target.

We expect that funds in the amount of approximately $40,000 will be required in order for the Company to satisfy its

Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete

a business combination.

Such funds can only be estimated upon identifying a business combination target.

Our management and stockholders

have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with

its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders

specifically requiring they provide any funds to the Company.

Therefore, there are no assurances that the Company will be able to obtain

the required financing as needed in order to consummate a business combination transaction.

As of the date of this Form 10-Q, the Company

has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business

combination candidates regarding business opportunities for the Company.

Liquidity and Capital Resources

As of March 31, 2023 the Company had total assets equal to $6,790

comprised exclusively of cash.

The Company’s current liabilities as of March 31, 2023 totaled $81,415 and was comprised of accounts

payable and accrued expenses, advances from a stockholder, and amounts due under a note payable to a stockholders.

The Company can provide

no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s

cash flows provided by (used in) operating and financing activities:

For the three months ended

Net Cash Used In Operating Activities

Net Cash Provided by Financing Activities

Net Change in Cash

The Company has only cash assets and has generated

no revenues since inception.

The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing

operations and to execute its business plan of seeking a combination with a private operating company.

In addition, the Company is dependent

upon certain related parties to provide continued funding and capital resources.

If continued funding and capital resources are unavailable

at reasonable terms, the Company may not be able to implement its plan of operations.

Issuance of Promissory Note to a Stockholder and Director

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.

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

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%)

As of September 30, 2022, the total amount due under the note was $42,005.

of Operations

Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates.

revenue has been generated by the Company for the nine months ended September 30, 2022.

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.

It is management’s

assertion that these circumstances may hinder the Company’s ability to continue as a going concern.

The Company’s plan of

operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

the three and nine months ended September 30, 2022, the Company had a net loss of $20,418 and $38,736, comprised of accounting, audit

and other professional service fees incurred in relation to the preparation and filing of the Company’s SEC filings and general

and administrative expenses.

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the

Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital

expenditures or capital resources that is material to investors.

a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Growth Company

an “emerging growth company” under the JOBS Act, the Company has elected to use the extended transition period for complying

with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of new

or revised accounting standards that have different effective dates for public and private companies until those standards apply to private

As a result of this election, our financial statements may not be comparable to companies that comply with public company

effective dates.

shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has

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 March 31, 2023, the total amount due under the note was $69,525.

Results of Operations

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 for the

three months ended March 31, 2023.

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.

It is management’s assertion that these circumstances may hinder

the Company’s ability to continue as a going concern.

The Company’s plan of operation for the next twelve months shall be

to continue its efforts to locate suitable acquisition candidates.

For the three months ended March 31, 2023 and

2022, the Company had a net loss of $12,799 and $7,827 respectively, comprised of accounting, audit and other professional service fees

incurred in relation to the preparation and filing of the Company’s SEC filings and general and administrative expenses.

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.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet

arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes

in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material

to investors.

Critical Accounting Estimates

Accounting estimates are an integral part of the

financial statements prepared by management and are based on management’s knowledge and experience about past and current events

and assumptions about future events.

Management’s estimate of the current portion of note payable - stockholder is based on the

possibility that within one year of the balance sheet date a transaction will occur that requires the Company to repay the note payable.

Management’s estimate of the deferred tax benefit arising from the net operating loss carry forwards available to reduce future

federal and state taxable income and the related valuation allowance in the same amount assumes that the Company will be acquired by a

target company and the benefit will not be realized.

Emerging Growth Company

As an “emerging growth company” under

the JOBS Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards under

Section 102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have different

effective dates for public and private companies until those standards apply to private companies.

As a result of this election, our financial

statements may not be comparable to companies that comply with public company effective dates.

Quantitative and Qualitative Disclosures about Market Risk.

a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information

required by this Item.

As a “smaller reporting company” as

defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

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-Q

Item 2. Management’s Discussion and Analysis