What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-12 compared with 2025-05-14 · 89 added, 73 removed, 216 unchanged (43% of the section changed)

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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

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.

419 under the Securities Act imposes certain restrictive requirements on offerings of securities by blank check companies.

we have no present intention of engaging in an offering of our securities that would be subject to Rule 419 while we remain 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.

We anticipate raising funds through an offering of our securities only upon completion of a business combination as a

result of which we would no longer be a blank check company.

Therefore, we do not anticipate that the provisions of Rule 419 will

deter a potential target company from entering into a business combination transaction with us.

The Company is also a “shell company,”

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as we are subject to those requirements.

Some of the consequences of being a shell company are as follows:

Rule 145a under the Securities Act provides that any direct or indirect business combination of a reporting shell company (that is not a business combination related shell company as defined in Rule 405) involving another entity that is not a shell company is deemed to involve an offer, offer to sell, offer for sale, or sale within the meaning of section 2(a)(3) of the Securities Act of securities to the reporting shell company’s existing shareholders.

Where Rule 145a applies, that deemed offer and sale would need to be registered under the Securities Act, unless there is an applicable exemption.

However, as the Company currently has only two shareholders, both of whom are and are anticipated to continue to be “accredited investors” within the meaning of Rule 501 under the Securities Act, we anticipate that any such deemed offer and sale to them will be exempt from registration under the Securities Act under Rule 506(b) thereunder.

The applicable rules of the SEC prohibit the use of Form S-8 under the Securities Act (for registration of securities of the registrant to be offered under employee benefit plans to its directors, officers, employees and consultants) by shell companies until 60 days after the registrant ceases to be a shell company.

Form 8-K under the Exchange Act requires a shell company (other than a business combination related shell company) that is reporting an acquisition of a business or change of control that causes it to cease being a shell company to disclose the same information, giving effect to the transaction, that it would be required to provide in registering a class of securities under the Exchange Act, including financial statements and pro forma financial information of an acquired business (a so-called “Super 8-K”) within four business days after completing the transaction.

We anticipate filing such a Super 8-K upon completing a prospective business combination.

Rule 15-01 of Regulation S-X provides for specific financial statement requirements applicable to acquisitions involving shell companies (other than business combination related shell companies).

Pursuant to Rule 144(i) “restricted” securities (generally, securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering) and “control” securities (generally, securities held by an affiliate of the issuer) issued by a current or former shell company that otherwise meet the holding period and other requirements for resale under Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the issuer (a) is no longer a shell company and (b) has filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it is no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months, other than Form 8-K reports.

As a result, restrictive legends on certificates or book-entry positions for our shares that are “restricted” or “control” securities cannot be removed except in connection with (i) an actual sale meeting the foregoing requirements or (ii) pursuant to an effective registration statement.

We anticipate that the Super 8-K that we would file upon completing a prospective business combination would contain the required current “Form 10 information.”

In addition, the Company is an “emerging

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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.

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

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efforts to locate suitable acquisition candidates.

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

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

The Company will

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

any type of business.

The Company does not currently engage in any business

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.

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.

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

acquire any type of business.

The Company does not currently engage in any

business 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.

Exchange Act reports, and

investigating,

analyzing and consummating an acquisition.

We believe we will be able to meet these costs

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

As of March 31, 2025, the Company

As of June 30, 2025, the Company

had cash of $11,027.

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percent (18%) per annum.

As of March 31, 2025, the total amount due under the note was $147,025.

As of June 30, 2025, the total amount due under the note was $172,025.

The note is filed herewith as Exhibit

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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.

As of March 31, 2025, the Company had $2,901 of

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

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.

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.

As of June 30, 2025, the Company had $11,027

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

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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

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

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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.

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

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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.

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

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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 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

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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

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.

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Liquidity and Capital Resources

As of March 31, 2025 the Company had total assets

As of June 30, 2025 the Company had total assets

equal to $11,027 comprised exclusively of cash.

The Company’s current liabilities as of March 31, 2025 totaled $168,425 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 Company’s current liabilities as of June 30, 2025 totaled $189,325 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 three months ended

For the six months ended

Net Cash Used In Operating Activities

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The Company has only cash assets and has generated

no revenues since inception.

no revenue since inception.

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

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

As of March 31, 2025, the total amount due under

As of June 30, 2025, the total amount due under

the note was $172,025.

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No revenue has been generated by the Company for the

three months ended March 31, 2025.

six months ended June 30, 2025.

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

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to continue its efforts to locate suitable acquisition candidates.

For the three months ended March 31, 2025 and

2024, the Company had a net loss of $11,263 and $11,291 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.

For the three months ended June 30, 2025 and

2024, the Company had a net loss of $12,774 and $11,461 respectively, and for the six months ended June 30, 2025, and 2024 the Company

had a net loss of $24,037 and $22,752 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

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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

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.

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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.

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

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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.

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.

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.

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