What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-03-31 · 60 added, 60 removed, 206 unchanged (37% of the section changed)

52 unchanged sentences

In its efforts to analyze potential acquisition targets, the Company will consider the following kinds

potential for growth, indicated by new technology, anticipated market expansion or new products;

competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

strength and diversity of management, either in place or scheduled for recruitment;

capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

the extent to which the business opportunity can be advanced;

the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

(a) potential

for growth, indicated by new technology, anticipated market expansion or new products;

(b) competitive

position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

and diversity of management, either in place or scheduled for recruitment;

requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional

securities, through joint ventures or similar arrangements or from other sources;

cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

extent to which the business opportunity can be advanced;

accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, no one of

55 unchanged sentences

business combination that is not ultimately completed will result in a loss to us.

Through information obtained from industry professionals

including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, the Company is aware that

there are hundreds of shell companies seeking a business combination target.

As a result, the Company believes it is in a highly competitive

market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.

We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions

of small private and public entities.

Many established and well-financed entities, including small public companies and venture capital

firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.

Nearly all these entities have

significantly greater financial resources, technical expertise and managerial capabilities than we do;

consequently, we will be at a competitive

disadvantage in identifying possible business opportunities and successfully completing a business combination.

These competitive factors

may reduce the likelihood of our identifying and consummating a successful business combination.

Through information obtained from industry

professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, the Company

is aware that there are hundreds of shell companies seeking a business combination target.

As a result, the Company believes it is in

a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful

business combination.

We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures

with and acquisitions of small private and public entities.

Many established and well-financed entities, including small public companies

and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.

all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do;

consequently,

we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.

These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

In addition, management is currently involved

with three other blank check companies—namely, Particia Acquision Corp., Venetian-1 Acquisition Corp., and Aspen-1 Acquisition Inc.,

and may become associated with additional blank check companies at any time in the future.

As a result, conflicts may arise during the

pursuit of business combinations with other such companies with which our management is involved or may become involved with in the future

if we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same business

with two other blank check companies—namely, Venetian-1 Acquisition Corp., and Aspen-1 Acquisition Inc.

for the year ended December

The Company may become associated with additional

blank check companies at any time in the future.

As a result, conflicts may arise during the pursuit of business combinations with other

such companies with which our management is involved or may become involved with in the future if we and the other blank check companies

that our officers and directors are affiliated with desire to take advantage of the same business opportunity.

At this time, the Company has not identified any

38 unchanged sentences

could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

post-transaction dispositions of Registrant’s stock received as consideration could have implications for the tax-free nature of

the transaction in question.

The Company does not intend to supply disclosure to stockholders concerning a target company prior to the

consummation of a business combination transaction, unless required by applicable law or regulation.

post-transaction dispositions of the Registrant’s stock received as consideration could have implications for the tax-free nature

of the transaction in question.

The Company does not intend to supply disclosure to stockholders concerning a target company prior to

the consummation of a business combination transaction, unless required by applicable law or regulation.

In the event a proposed business

combination involves a change in majority of directors of the Company, the Company will file and provide to stockholders a Schedule 14F-1,

which shall include, information concerning the target company, as required.

The Company will file a current report on Form 8-K, as required,

within four business days of a business combination which results in the Company ceasing to be a shell company.

This Form 8-K will include

complete disclosure of the target company, including audited financial statements.

combination involves a change in a majority of the directors of the Company, the Company will file and provide to stockholders a Schedule

14F-1, which shall include, information concerning the target company, as required.

The Company will file a current report on Form 8-K,

as required, within four business days of a business combination which results in the Company ceasing to be a shell company.

8-K will include complete disclosure of the target company, including audited financial statements.

The present stockholders of the Registrant will

21 unchanged sentences

not have any agreements or preliminary agreements between us and any other entities including but not limited to Montrose Capital.

It is anticipated that the investigation of specific

business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial cost for accountants, attorneys and others.

The costs that will

be incurred are difficult to determine with any degree of specificity at this time, as such costs are expected to be dependent on factors

such as (1) the amount of time it takes to identify and complete a business combination transaction;

(2) the location, size and complexity

of the business of the target company;

(3) whether current stockholders of the Company will retain equity in the Company;

(4) the scope

of the due diligence investigation required;

(5) the involvement of the Company’s auditors in the transaction;

(6) possible changes

in the Company’s capital structure in connection with the transaction;

(7) and whether funds may be raised contemporaneously with

the transaction.

If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related

investigation might not be recoverable.

Furthermore, even if an agreement is reached for the participation in a specific business opportunity,

the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

The Company has not

established a timeline with respect to the identification of a business combination target.

It is anticipated that the investigation of

specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other

instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.

costs that will be incurred are difficult to determine with any degree of specificity at this time, as such costs are expected to be

dependent on factors such as (1) the amount of time it takes to identify and complete a business combination transaction;

location, size and complexity of the business, of the target company;

(3) whether current stockholders of the Company will retain

equity in the Company;

(4) the scope of the due diligence investigation required;

(5) the involvement of the Company’s

auditors in the transaction;

(6) possible changes in the Company’s capital structure in connection with the transaction;

and whether funds may be raised contemporaneously with the transaction.

If a decision is made not to participate in a specific

business opportunity, the costs theretofore incurred in the related investigation might not be recoverable.

Furthermore, even if an

agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result

in the loss to the Registrant of the related costs incurred.

The Company has not established a timeline with respect to the

identification of a business combination target.

Emerging Growth Company

29 unchanged sentences

§229.10(f)(1)), the Company is not required to provide this information.

Unresolved Staff Comments.

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 1. Business