What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 192 added, 246 removed, 393 unchanged (53% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form

10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including

the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As the Company is a shell company with no or nominal business operations, Mr.

Jacobs would immediately become aware of matters that would

require disclosure under the Exchange Act.

Disclosure controls are procedures that are

designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such

as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to

our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

Internal controls are procedures which are designed with the objective of providing reasonable

assurance that (1) our transactions are properly authorized, recorded and reported;

and (2) our assets are safeguarded against

unauthorized or improper use, to permit the preparation of our condensed financial statements in conformity with U.S.

In connection with the preparation of this Form

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degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial

reporting as of December 31, 2022.

Management based this assessment on criteria for effective internal control over financial reporting

described in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of

the Treadway Commission.

Management’s assessment included an evaluation of the design of our internal control over financial reporting

and testing of the operational effectiveness of its internal control over financial reporting.

Management reviewed the results of its

assessment with our Board of Directors.

Based on this assessment, management believes that

the Company maintained effective internal control over financial reporting as of December 31, 2022.

Management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2023.

Management based this assessment on criteria for effective internal control

over financial reporting described in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Management’s assessment included an evaluation of the design of our internal control over financial

reporting and testing of the operational effectiveness of its internal control over financial reporting.

Management reviewed the results

of its assessment with our Board of Directors.

Based on this assessment, management believes that the Company maintained

effective internal control over financial reporting as of December 31, 2023.

This Annual Report on Form 10-K does not include

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Other Information.

No director or officer of the Company adopted

or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the

affirmative defense conditions of Rule 10b5–1(c);

or (ii) any “non-Rule 10b5–1 trading arrangement” as defined

in paragraph (c) of Item 408 of Regulation S-K.

Disclosure Regarding Foreign

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Jacobs has also served as President,

Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Patricia Acquisition Corp.

since November 9, 2020, of

Venetian-1 Acquisition Corp.

since September 24, 2021, and of Aspen-1 Acquisition Inc.

Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Venetian-1 Acquisition Corp.

since September 24, 2021,

and of Aspen-1 Acquisition Inc.

since December 10, 2021.

Jacobs previously

served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition Corporation, now

Jacobs previously served as the President, Secretary, Chief Executive Officer,

Chief Financial Officer and Director of Max-1 Acquisition Corporation, now known as Exicure, Inc.

XCUR], from February 2017 to

September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc.

AMST], from April 2017 to April 2018, of Peninsula

Acquisition Corporation, now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now

known as Compass Therapeutics, Inc.

CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix,

AUGX], from December 2018 to October 2020, of Odyssey Semiconductor Technologies, Inc.

ODII], from April 2019 to

June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc.

[OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments,

Inc., now known as Aeluma, Inc.

ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF,

GUER], from November 2020 to October 2021, of Perfect Moment Ltd.

[NYSE American:

PMNT] from January 2021 to March 2021,

and of Patricia Acquisition Corp., now known as Serve Robotics Inc.

SBOT], from November 2020 to July 2023.

Jacobs has also

been an associate of Montrose Capital Partners Limited, or Montrose Capital, since 2008.

Montrose Capital is a privately held company,

which focuses on identifying public markets venture capital investment opportunities in high growth early-stage companies.

Montrose Capital

is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global

industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.

Jacobs received a B.S.

in Finance from the University of South Florida.

Jacobs’ past experience identifying investment opportunities and investing

in early-stage companies will be beneficial to the Company as its seeks to identify a business combination target which led to the conclusion

that he should serve as a director of the Company.

Mark Tompkins has served as a Director

of the Company since inception.

Tompkins has also served as a Director of Venetian-1 Acquisition Corp.

since September 24, 2021, and

of Aspen-1 Acquisition Inc.

since December 10, 2021.

Tompkins previously served as a Director of Max-1 Acquisition Corporation, now

known as Exicure, Inc.

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[OTCQB:SMTK],

from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc.

ALMU], from August 2020 to June 2021, of

Laffin Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November 2020 to October 2021, and of Perfect Moment Ltd.

from January 2021 to March 2021.

Jacobs has also been an associate of Montrose Capital Partners Limited, or Montrose Capital, since

Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities

in high growth early stage companies.

Montrose Capital is a sector agnostic privately held firm which has identified and invested, through

its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices,

robotics, and technology.

Jacobs received a B.S.

in Finance from the University of South Florida.

Jacobs’ past experience

identifying investment opportunities and investing in early stage companies will be beneficial to the Company as its seeks to identify

a business combination target which led to the conclusion that he should serve as a director of the Company.

Mark Tompkins has served as a Director

of the Company since inception.

Tompkins has also served as a Director of Patricia Acquisition Corp.

since November 9, 2020, of Venetian-1

Acquisition Corp.

since September 24, 2021, and of Aspen-1 Acquisition Inc.

since December 10, 2021.

Tompkins previously served as

a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc.

XCUR], from February 2017 to September 2017, of Lola

One Acquisition Corporation, now known as Amesite Inc.

AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation,

now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics,

CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc.

AUGX], from December

2018 to October 2020, of Odyssey Semiconductor Technologies, Inc.

ODII], from April 2019 to June 2019, of Parasol Investments

Corporation, now known as SmartKem, Inc.

[OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma,

ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November

2020 to October 2021, and of Perfect Moment Ltd.

from January 2021 to March 2021.

Tompkins is a founder of Montrose Capital and has

served as its President since its inception in 2001.

Montrose Capital is a privately held company, which focuses on identifying public

markets venture capital investment opportunities in high growth early stage companies.

Montrose Capital is a sector agnostic privately

held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology,

specialty pharmaceuticals, medical devices, robotics, and technology.

Tompkins’ past experience identifying investment opportunities

and investing in early stage companies will be beneficial to the Company as its seeks to identify a business combination target which

led to the conclusion that he should serve as a director of the Company.

from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc [OTCQB:

ALMU], from August 2020 to June 2021, of Laffin

Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November 2020 to October 2021, of Perfect Moment Ltd.

[NYSE American:

PMNT] from January 2021 to March 2021, and of Patricia Acquisition Corp., now known as Serve Robotics Inc.

SBOT], from November

2020 to July 2023.

Tompkins is a founder of Montrose Capital and has served as its President since its inception in 2001.

Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth

early-stage companies.

Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal

owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and

Tompkins’ past experience identifying investment opportunities and investing in early-stage companies will be beneficial

to the Company as it seeks to identify a business combination target which led to the conclusion that he should serve as a director of

Significant Employees

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of any director, executive officer, promoter or control person of the Company during the past ten years.

The Company does not have any standing committees.

The board of directors does not have any standing

Conflicts of Interest

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board of directors.

No securities of the Company are publicly traded

or listed or quoted on any exchange or quotation system, and all of its outstanding securities are restricted securities (as defined in

Rule 144 under the Securities Act) bearing customary legends and restrictions on transfer and are held by two holders, who management

believes are familiar with the applicable insider trading laws, rules and regulations;

therefore, management believes that insider trading

policies and procedures governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees,

or the Company itself, are not necessary at this time, and the Company has not adopted any such policies or procedures.

Executive Compensation.

The following table sets forth the cash and other

compensation paid by the Company to its officer and directors during the year ended December 31, 2022 and the period from inception (December

10, 2021) through December 31, 2021.

other Compensation

compensation paid by the Company to its officer and directors during the years ended December 31, 2023 and 2022.

Name and Position

Option Awards

All other Compensation

Ian Jacobs (1)

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Name and Address

Beneficial Ownership

Directors and Named Executive Officers:

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Ian Jacobs (2)

2255 Glades Road, Suite 324A, Boca Raton, FL 33431

55 NE 5th Ave, Suite 401, Boca Raton, Florida 33432

All Directors and Officers as a Group (2 individuals)

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Raich Ende Malter & Co.

LLP (“REM”) was the Company’s

independent registered public accounting firm from December 2021 through June 2022.

Effective July 2022, Grassi & Co., CPAs, P.C.

was the Company’s independent registered public accounting firm from December 2021 through June 2022.

Effective July 2022, Grassi

& Co., CPAs, P.C.

(“Grassi”) were appointed as the Company’s independent registered public accounting firm.

Set below are aggregate fees

billed by Grassi and REM for professional services rendered for the year ended December 31, 2022 and for the period December 10, 2021

(Inception) to December 31, 2021.

The fees for the audit services billed and to be billed by Grassi and REM

for the year ended December 31, 2022, amounted to $24,750.

There were no audit fees for the period December 10, 2021 (Inception) to December

below are aggregate fees billed by Grassi and REM for professional services rendered for the years ended December 31, 2023 and 2022.

The fees for the audit services billed and to

be billed by Grassi for the year ended December 31, 2023, amounted to $17,250.

The fees for the audit services billed by Grassi

and REM for the year ended December 31, 2022, amounted to $24,750.

Audit-Related Fees

There were no audit-related fees billed by Grassi and REM for the year

ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021.

The fees for the tax services billed and to be billed by Grassi and REM

for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2022, amounted to $2,750.

were no tax fees for the period December 10, 2021 (Inception) to December 31, 2021.

There were no audit-related fees billed by Grassi

and REM for the years ended December 31, 2023 and 2022.

The fees for the tax services billed and to be

billed by Grassi for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2023, amounted

The fees for the tax services billed by Grassi

and REM for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2022, amounted to $2,750.

All Other Fees

There were no fees billed by Grassi and REM for other products and services

for the year ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021.

There were no fees billed by Grassi and REM for

other products and services for the years ended December 31, 2023 and 2022.

Audit Committee’s Pre-Approval Process

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Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the Year Ended December 31, 2022 and for the period December 10, 2021 (inception) to December 31, 2021

Statements of Changes in Stockholders’ Deficit for the Year Ended December 31, 2022 and for the period December 10, 2021 (inception) to December 31, 2021

Statements of Cash Flows for the Year Ended December 31, 2022 and for the period December 10, 2021 (inception) to December 31, 2021

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Financial Statements

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By-Laws (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

Promissory Note issued by the Company to Mark Tompkins, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

Description of Registrant’s Securities (incorporated by reference from Item 11 of the Company’s registration Statement on Form 10 filed with SEC on March 18, 2022)

Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

Form 10-K Summary.

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SURFSIDE ACQUISITION INC.

March 31, 2023

April 1, 2024

/s/ Ian Jacobs

President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

President, Chief Executive Officer,

Chief Financial Officer, Secretary and Director

(Principal Executive Officer,

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President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

March 31, 2023

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

April 1, 2024

(Principal Executive Officer, Principal

Financial Officer, and Principal Accounting

/s/ Mark Tompkins

March 31, 2023

April 1, 2024

Mark Tompkins

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Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021

Statements of Changes in Stockholders’ Deficit for the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021

Statements of Cash Flows for the Year Ended December 31, 2022 and for the period December 10, 2021 (Inception) to December 31, 2021

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Financial Statements

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Surfside Acquisition,

(the “Company”) as of December 31, 2022, and the related statements of operations, changes in stockholders’ deficit,

and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the Company has incurred losses from

inception, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regards to these

matters are also described in Note 6.

The financial statements do not include any adjustments that might result from the outcome of this

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

GRASSI & CO., CPAs, P.C.

/s/ GRASSI & CO., CPAs, P.C.

We have served as the Company’s auditors since 2022.

Jericho, New York

March 30, 2023

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors Surfside Acquisition Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Surfside Acquisition Inc.

(the “Company”) as of December 31, 2021, and the related statements of operations, changes in

stockholders’ deficit, and cash flows for the period from December 10, 2021 (Inception) through December 31, 2021, and the related

notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the

period from December 10, 2021 (Inception) through December 31, 2021, in conformity with accounting principles generally accepted in the

United States of America.

Substantial Doubt About the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the Company has

incurred losses from inception that raises substantial doubt about its ability to continue as a going concern.

plans in regards to these matters are also described in Note 6.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

We have audited the accompanying balance sheets of

Surfside Acquisition, Inc.

(the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, changes

in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the Company has incurred

losses from inception, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 6.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

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We believe that our audit provides a reasonable basis for our opinion.

Raich Ende Malter & Co.

/s/ Raich Ende Malter & Co.

We have served as the Company’s auditor since 2021.

Melville, New York

March 18, 2022

/s/ GRASSI & CO., CPAs, P.C.

PCAOB ID # 606

We have served as the Company’s auditors since 2022.

Jericho, New York

April 1, 2024

SURFSIDE ACQUISITION INC.

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STATEMENTS OF OPERATIONS

For the Year Ended

For the period

(Inception) to

For the Years Ended

General and administrative expenses

Loss from operations

Weighted average common stock outstanding, basic and dilutive

Loss per share of common stock, basic and dilutive

Weighted average common stock outstanding, basic and diluted

Net loss per share of common stock, basic and diluted

See accompanying notes to financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Year Ended December 31, 2022 and for the

period December 10, 2021 (Inception) to December 31, 2021

For the Years Ended December 31, 2023 and 2022

Stockholders’

Balances - December 10, 2021 (inception)

Sale of common stock

Balances – December 31, 2021

Balances - December 31, 2022

Balances - December 31, 2023

$ ( 109,951 )

$ ( 109,451 )

See accompanying notes to financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the Year Ended

2021 (Inception) to

For the Years Ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Formation costs paid by stockholder on behalf of the Company

Formation costs paid by stockholders on behalf of the Company in exchange for common stock

Accounts payable and accrued expenses

cash used in operating activities

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from note payable - stockholder

Proceeds from stockholder advances

cash provided by financing activities

Repayments of stockholder advances

Proceeds from note payable - stockholder

Net cash provided by financing activities

Net change in cash

Cash - beginning of period

Cash - end of period

Supplemental schedule of non-cash investing and financing activities:

Sale of common stock

Cash - beginning of year

Cash - end of year

See accompanying notes to financial statements.

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The accompanying financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP” ).

prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Use of Estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the

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compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors

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transaction or other transaction after which the Company would cease to be a shell company.

The Note is non-interest bearing unless an

event of default occurs.

As of December 31, 2022 and 2021, the amount due under the note payable was $ 52,025 and $ 12,025 , respectively.

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, 2023 and

2022, the amount due under the note payable was $ 99,525 and $ 52,025 , respectively.

Going Concern

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liabilities in the normal course of business.

The Company has incurred losses from

inception of $ 62,326 and has a stockholders’ deficit of $ 61,826 as of December 31, 2022.

Management believes these conditions

raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date

these financial statements are issued.

Management intends to finance operations over the next twelve months through additional

borrowings from the existing Note.

The Company has accumulated deficit and total

stockholders’ deficit of $ 109,951 and $ 109,451 , respectively as of December 31, 2023.

Management believes these conditions raise

substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial

statements are issued.

Management intends to finance operations over the next twelve months through additional borrowings from the existing

The accompanying financial statements do not include

any adjustments that might be required should the Company be unable to continue as a going concern.

On 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 company with which the Company consummates a business combination

could be materially and adversely affected.

Furthermore, the Company 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 manner.

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, the Company’s

ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business

combination, may be materially adversely affected.

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 9A. Controls and Procedures