What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-06 compared with 2024-08-13 · 62 added, 58 removed, 229 unchanged (34% of the section changed)

73 unchanged sentences

costs related to:

(i) filing Exchange Act reports,

(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

2 unchanged sentences

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

As of June 30, 2024, the Company

had cash of $522.

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.

As of September 30, 2024, the

Company had cash of $2,069.

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

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 June 30, 2024, the total amount due under the note was $122,025.

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.

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.

As of September 30, 2024, the total amount due under the note was $134,525.

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

6 unchanged sentences

assurance of additional funding being available.

As of June 30, 2024, the Company had $522 of cash

and has not earned any revenues from operations to date.

As of September 30, 2024, the Company had $2,069

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

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.

$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 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,

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Liquidity and Capital Resources

As of June 30, 2024, the Company had total assets

equal to $522 comprised exclusively of cash.

The Company’s current liabilities as of June 30, 2024 totaled $132,725 and was comprised

of accounts payable and accrued expenses 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.

As of September 30, 2024, the Company had total

assets equal to $2,069 comprised exclusively of cash.

The Company’s current liabilities as of September 30, 2024 totaled $145,225

and was comprised of accounts payable and accrued expenses and amounts due under a note payable to a stockholder.

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 six months ended

For the Nine Months Ended

September 30,

Net Cash Used In Operating Activities

26 unchanged sentences

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

As of June 30, 2024, the total amount due under

the note was $122,025.

As of September 30, 2024, the total amount due

under the note was $134,525.

Results of Operations

2 unchanged sentences

No revenue has been generated by the Company for the

six months ended June 30, 2024.

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.

three months ended June 30, 2024, and 2023, the Company had a net loss of $11,461 and $12,837, respectively, and for the six months ended

June 30, 2024 and 2023, the Company had a net loss of $22,752 and $25,636 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

nine months ended September 30, 2024.

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.

three months ended September 30, 2024, and 2023, the Company had a net loss of $10,953 and $10,878, respectively, and for the nine months

ended September 30, 2024 and 2023, the Company had a net loss of $33,705 and $36,514 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

41 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-Q

Item 2. Management’s Discussion and Analysis