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Item 2. Management’s Discussion and Analysis

2024-10-31 compared with 2024-08-12 · 247 added, 240 removed, 61 unchanged (89% of the section changed)

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

The following management’s discussion

and analysis (“MD&A”) should be read in conjunction with financial statements of Invech Holdings, Inc.

for the three months

ended June 30, 2024 and 2023, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements contained in Management's

Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding the development of the Company's

business, the markets for the Company's products, anticipated capital expenditures, and the effects of completed and proposed acquisitions,

and other statements contained herein regarding matters that are not historical facts, are forward-looking statements as is within the

meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Because such statements include

risks and uncertainties, actual results could differ materially from those expressed or implied by such forward-looking statements as

set forth in this report, the Company's Annual Report on Form 10-K and other reports that the Company files with the Securities and

Exchange Commission.

Certain risks and uncertainties are wholly or partially outside the control of the Company and its management, including

its ability to attract new clients;

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following management’s

discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Invech Holdings, Inc.

the three months ended September 30, 2024, and 2023, and the notes thereto.

Safe Harbor for Forward-Looking

statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding

the development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of

completed and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking

statements as is within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Because such statements include risks and uncertainties, actual results could differ materially from those expressed or implied by such

forward-looking statements as set forth in this report, the Company's Annual Report on Form 10-K and other reports that the Company

files with the Securities and Exchange Commission.

Certain risks and uncertainties are wholly or partially outside the control of the

Company and its management, including its ability to attract new clients;

the continued success in servicing current clients;

the effects of competition in new and existing

of competition in new and existing markets;

fluctuation in development and operating costs;

brand awareness;

availability and terms of capital;

availability and terms of

adverse publicity;

of new product offerings;

acceptance of new product offerings;

and changes in government regulation.

Accordingly, readers are cautioned not to place undue reliance on these

forward-looking statements, which reflect management's analysis only as of the date hereof.

The Company undertakes no obligation to publicly

release the results of any revision to these forward-looking statements which may be made to reflect events or circumstances after the

date hereof or to reflect the occurrence of unanticipated events.

Accordingly, readers are cautioned

not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof.

undertakes no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect

events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Invech Holdings, Inc.

(OTC “IVHI”) was incorporated under the

laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.

In 1996, the Company filed a Form D under Rule 504 (b)(1)(iii) in 2013

and subsequently filed Form 10SB to register its common stock in 2002.

The company became delinquent in its financials reporting in 2005

and filed a Form 15-12G in 2006 to terminate their registration.

was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.

In 1996, the Company filed a Form D under Rule

504 (b)(1)(iii) in 2013 and subsequently filed Form 10SB to register its common stock in 2002.

The company became delinquent in its financials

reporting in 2005 and filed a Form 15-12G in 2006 to terminate their registration.

The Company filed an S-1 registration on January 31,

The company was a natural resource company engaged in the acquisition,

exploration and development of mineral properties.

On May 17, 2002, the Company filed an amendment to its Articles of Incorporation and

changed its name to Pan Asia Communications Corp.

On March 18, 2003, the Company changed its name to Hubei Pharmaceutical

Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005.

On March 22, 2007, the Company changed its name to Golden Tech

Group, Ltd and to MegaWin Investments, Inc.

The company was a natural resource company engaged

in the acquisition, exploration and development of mineral properties.

On May 17, 2002, the Company filed an amendment to its Articles

of Incorporation and changed its name to Pan Asia Communications Corp.

On March 18, 2003, the Company changed its name

to Hubei Pharmaceutical Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005.

On March 22, 2007, the Company changed

its name to Golden Tech Group, Ltd and to MegaWin Investments, Inc.

on February 21, 2018.

Finally, the Company changed its name to Invech Holdings, Inc.

The Company entered into a merger agreement on May 23, 2000, with Cashsurfers,

Inc., an Internet based technology business.

The Company was obligated to raise in excess of $2,500,000

by the private placement of the Company's common stock as a condition of completion of the merger.

The proceeds of the private placement

would be used to fund the operation and development of the Cashsurfers business.

On July 24, 2000, the agreement was terminated

because the Company was unable to raise sufficient capital required under the merger agreement and was unable to make payment to Cashsurfers

under the terms of the agreement.

As a result of the merger and subsequent termination was dilution of stock ownership percentage for

our existing shareholders, increased debt, and loss of our business model.

On October 5, 2000, the Company entered into an Acquisition Agreement with

UWANTCASH.com, Inc.

whereby the Company acquired 100% of the issued and outstanding common and preferred shares of UWANTCASH.com, Inc.

Finally, the Company changed its name to Invech

Holdings, Inc.

on July 19, 2018.

The Company entered into a merger agreement on

May 23, 2000, with Cashsurfers, Inc., an Internet based technology business.

The Company was obligated

to raise in excess of $2,500,000 by the private placement of the Company's common stock as a condition of completion of the merger.

proceeds of the private placement would be used to fund the operation and development of the Cashsurfers business.

On July 24, 2000,

the agreement was terminated because the Company was unable to raise sufficient capital required under the merger agreement and was unable

to make payment to Cashsurfers under the terms of the agreement.

As a result of the merger and subsequent termination was dilution of

stock ownership percentage for our existing shareholders, increased debt, and loss of our business model.

On October 5, 2000, the Company entered into an

Acquisition Agreement with UWANTCASH.com, Inc.

whereby the Company acquired 100% of the issued and outstanding common and preferred shares

of UWANTCASH.com, Inc.

in exchange for five million shares of common stock in IVHI.

The acquisition agreement was terminated on December

has no operations at that time.

As a result of the termination of a second merger within a six-month period, our stock was further diluted,

and our debt increased because we had no operations.

In 2001 the Company effected a 1 for 10 reverse stock split and on May

15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom, Inc., in exchange for

the issuance of 8,000,000 shares to shareholders and owners of Access stock and an additional 4,000,000 shares to Keppel Corp.

to extinguish

a debt due by Access to Keppel.

The Company has no operations at that time.

As a result of the termination of a second merger within a six-month period, our

stock was further diluted, and our debt increased because we had no operations.

In 2001 the Company effected a 1 for 10 reverse

stock split and on May 15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom,

Inc., in exchange for the issuance of 8,000,000 shares to shareholders and owners of Access stock and an additional 4,000,000 shares to

to extinguish a debt due by Access to Keppel.

In addition, IVHI issued 2,00,000 shares as a finder’s fee.

Shortly after, the Company completed

a rescission agreement whereby the acquisition was cancelled.

All company shares issued for debt settlements were cancelled.

On March 17, 2003, the Company acquired the majority interest in

Hubei Pharmaceutical Co.

Shortly after,

the Company completed a rescission agreement whereby the acquisition was cancelled.

All company shares issued for debt settlements were

On March 17, 2003, the Company acquired

the majority interest in Hubei Pharmaceutical Co.

The Company issued 22,000,000 common shares resulting in a change in control.

On September 10 th , 2004, the Company entered into material agreement,

to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co.

At that time the Company was engaged in the acquisition and

vertical integration of operating subsidiaries and controlling joint venture interests in China to include all facets of pharmaceutical

life sciences from raw materials through dosage form production and distribution.

In October 2005, the Company terminated its participation

in the Hubei Tongji Benda Ebei Pharmaceutical Co.

On September 10 th , 2004, the Company

entered into material agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co.

At that time the Company

was engaged in the acquisition and vertical integration of operating subsidiaries and controlling joint venture interests in China to

include all facets of pharmaceutical life sciences from raw materials through dosage form production and distribution.

In October 2005,

the Company terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co.

joint venture in Hubei Province, China.

As a result of the termination of the merger,

our stock was further diluted, and our debt increased because we had no operations.

Due to multiple mergers and termination of those mergers, have historically

generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations in the future.

As a result of multiple mergers and termination of such mergers, the Company has accumulated liabilities and has not generated any revenue.

In the past, the Company filed Form S-8s to register stock for issuance in lieu of cash payment to employees and consultants.

the Company raised money with convertible debentures.

As a result, our shareholders have been diluted, and our stock price has been volatile,

and the future of our business and continued operations are uncertain.

As a result of the termination of the merger, our stock was further diluted, and our debt increased because we had no operations.

Due to multiple mergers and termination of those

mergers, have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses

from operations in the future.

As a result of multiple mergers and termination of such mergers, the Company has accumulated liabilities

and has not generated any revenue.

In the past, the Company filed Form S-8s to register stock for issuance in lieu of cash payment to

employees and consultants.

In addition, the Company raised money with convertible debentures.

As a result, our shareholders have been

diluted, and our stock price has been volatile, and the future of our business and continued operations are uncertain.

Business operations for Invech Holdings, Inc.

were abandoned in 2007 and

its Nevada registration was revoked.

A custodianship action, as described in the subsequent paragraph, was commenced in 2017.

On October 17, 2017, the Eighth Judicial District Court, Clark County,

Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation

of the Company’s charter.

The order appointed Small Cap Compliance, LLC (the “Custodian”) custodian with the right to

appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.

The Eighth Judicial District Court, Clark County, Nevada awarded custodianship

to the Custodian based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment

of the business.

were abandoned in 2007 and its Nevada registration was revoked.

A custodianship action, as described in the subsequent paragraph, was

commenced in 2017.

On October 17, 2017, the Eighth Judicial District

Court, Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of

directors and the revocation of the Company’s charter.

The order appointed Small Cap Compliance, LLC (the “Custodian”)

custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize

new classes of stock.

The Eighth Judicial District Court, Clark County,

Nevada awarded custodianship to the Custodian based on the absence of a functioning board of directors, revocation of the company’s

charter, and abandonment of the business.

At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.

January 2018, the Custodian appointed Robert Chin as sole officer and director.

SCC was compensated for its role as custodian in the amount of 120,000

shares of Convertible Preferred A Series Stock (“Preferred A Stock”).

In January 2018, the Custodian sold these shares to

Queen Investment (HK) Ltd.

January 2018, the Custodian appointed Robert Chin

as sole officer and director.

SCC was compensated for its role as custodian

in the amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”).

In January 2018, the Custodian

sold these shares to Queen Investment (HK) Ltd.

for the purchase price of $35,000.

The Custodian did not receive any additional compensation, in the form of

cash or stock, for custodian services.

The Custodian did not receive any additional compensation,

in the form of cash or stock, for custodian services.

The custodianship was terminated on April 18, 2018.

Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole member.

Small Cap Compliance, LLC is controlled by Rhonda

Keaveney, its sole member.

On May 24, 2020, Queen Investment (HK) Ltd.

cancelled 10,000 shares and

sold 110,000 shares of Preferred A Stock and 9,006,335 shares of restricted Common Stock to ETAO Logistic Inc.

for the purchase price

Robert Chin, sole officer and director resigned his positions and appointed Zhilian Wu and Dong Chen as officers and directors.

On January 21, 2023, the Company issued 300,000 shares of Convertible Series

A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000.

These shares represent the majority control.

time the Company implemented a new business plan and IVHI is now in the business of regulatory compliance and consulting for public companies.

Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO, Director, Secretary, and Treasurer.

10,000 shares and sold 110,000 shares of Preferred A Stock and 9,006,335 shares of restricted Common Stock to ETAO Logistic Inc.

purchase price of $50,000.

Robert Chin, sole officer and director resigned his positions and appointed Zhilian Wu and Dong Chen as officers

and directors.

On January 21, 2023, the Company issued 300,000

shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000.

These shares represent

the majority control.

At that time the Company implemented a new business plan and IVHI is now in the business of regulatory compliance

and consulting for public companies.

Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO,

Director, Secretary, and Treasurer.

ETAO Logistic Inc.

cancelled all 110,000 shares of its Preferred A Stock

on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.

cancelled all 110,000 shares

of its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.

In September 2023, the Company issued 1,000,000

to Small Cap Compliance, LLC for debt paid on behalf of the Company.

Our Present Business

IVHI is company in the public company compliance industry.

We specialize

in drafting regulatory documents and consulting for public companies.

Our services include FINRA corporate filings, drafting incorporation

and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.

IVHI acts as an outside consulting

firm for these services.

We provide the following services to small cap public companies.

IVHI is company in the public company compliance

We specialize in drafting regulatory documents and consulting for public companies.

Our services include FINRA corporate filings,

drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.

acts as an outside consulting firm for these services.

We provide the following services to small cap

public companies.

FINRA Corporate Actions:

20 unchanged sentences

Drafting M & A and divestiture documents

In applying the foregoing criteria, management will attempt to analyze

all factors and circumstances and make a determination based upon reasonable investigative measures and available data.

Due to our limited

capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

Additionally,

we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and

expanding our business.

We anticipate that new business opportunities will be made available to

us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists,

members of the financial community and others who may present unsolicited proposals.

In certain cases, we may agree to pay a finder’s

fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

We expect that our due diligence will encompass, among other things, meetings

with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and

other information, which is made available to the Company.

This due diligence review will be conducted either by our management or by

third parties we may engage.

We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services

or expenses related to any analysis.

We may incur time and costs required to select and evaluate our business

structure and expand our business, which cannot presently be determined with any degree of certainty.

Any costs incurred with respect

to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a loss to the Company.

These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses.

no present arrangements for any of these types of fees.

We anticipate 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, consultants, and others.

Costs may be incurred in the investigation

process, which may 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 a loss to the Company of the related costs incurred.

On September 10, 2023, IVHI executed a Consulting Service Agreement (“Agreement”)

with Invech Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective clients and draft the documents for

public company compliance in exchange for 1,000,000 shares of the Company’s restricted common stock.

These shares have not been

issued as of this filing.

Our company is competing with other companies and consultants in the microcap

public company compliance industry, our competition includes larger firms and sole consulting persons that specialize in compliance.

addition, it will be difficult to get into some public companies as they have counsel on retainer to draft documents relating to compliance.

We will compete in markets where more established companies, with larger budgets and more staff, can offer more services.

We expect that

the quantity and composition of our competitive environment will continue to evolve as the industry changes.

Additionally, increased competition

is possible to the extent that new companies enter the marketplace as a result of continued expansion into new geographies.

that diligently establishing and expanding our business on new platforms such as Instagram and Facebook will establish us in this industry.

Additionally, we expect that establishing our service offerings on new platforms are factors that mitigate the risk associated with operating

in a developing competitive environment.

Additionally, the contemporaneous growth of the industry as a whole will result in new competitors

entering the marketplace.

We are competing in the microcap public company compliance industry;

will be accomplished through the advertising, email campaigns, and referrals from current clients.

Achieving this growth will increase development costs and the cost of our

In applying the foregoing criteria, management

will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available

Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity

to be acquired.

Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities

for identifying and expanding our business.

We anticipate that new business opportunities

will be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers,

venture capitalists, members of the financial community and others who may present unsolicited proposals.

In certain cases, we may agree

to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

We expect that our due diligence will encompass,

among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well

as a review of financial and other information, which is made available to the Company.

This due diligence review will be conducted either

by our management or by third parties we may engage.

We anticipate that we may rely on the issuance of our common stock in lieu of cash

payments for services or expenses related to any analysis.

We may incur time and costs required to select

and evaluate our business structure and expand our business, which cannot presently be determined with any degree of certainty.

incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a

loss to the Company.

These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related

We have no present arrangements for any of these types of fees.

We anticipate 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, consultants, and others.

may be incurred in the investigation process, which may 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 a loss to the Company of the related costs

On September 10, 2023, IVHI executed a Consulting

Service Agreement (“Agreement”) with Invech Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective

clients and draft the documents for public company compliance in exchange for 1,000,000 shares of the Company’s restricted common

These shares have not been issued as of this filing.

Our company is competing with other companies

and consultants in the microcap public company compliance industry, our competition includes larger firms and sole consulting persons

that specialize in compliance.

In addition, it will be difficult to get into some public companies as they have counsel on retainer to

draft documents relating to compliance.

We will compete in markets where more established companies, with larger budgets and more staff,

can offer more services.

We expect that the quantity and composition of our competitive environment will continue to evolve as the industry

Additionally, increased competition is possible to the extent that new companies enter the marketplace as a result of continued

expansion into new geographies.

We believe that diligently establishing and expanding our business on new platforms such as Instagram

and Facebook will establish us in this industry.

Additionally, we expect that establishing our service offerings on new platforms are

factors that mitigate the risk associated with operating in a developing competitive environment.

Additionally, the contemporaneous growth

of the industry as a whole will result in new competitors entering the marketplace.

We are competing in the microcap public company

compliance industry;

growth will be accomplished through the advertising, email campaigns, and referrals from current clients.

Achieving this growth will increase development

costs and the cost of our services.

In turn, we may not be able to meet the competitive price point dictated by the market and our competitors.

Again, these are forward looking statements and not an indication of past

There is no guarantee that we will profit from our current business model and have no merger candidates as of the time of

Again, these are forward looking statements and

not an indication of past performance.

There is no guarantee that we will profit from our current business model and have no merger candidates

as of the time of this filing.

Revenue Generation

We generate revenue by preparing compliance documents for public companies.

Revenues are generated through the preparation of SEC regulation documents such as S-1 filings, Form 10 filings, and 8-K filings, FINRA

Corporate Action filings and OTC Markets filings.

Our company is headquartered in Scottsdale, Arizona, where our executive,

administrative and operational management are based.

To date, the Company has begun implementing its business plan and is attempting to

secure additional funding to continue expansion of our services and products.

The Company has not had any significant revenues generated

from its business operations since inception.

Until the Company is able to generate any consistent and significant revenue, it may

be required to raise additional funds by way of equity or debt financing.

Microcap public company compliance is increasingly important and expanding

after amendments to Rule 15c2-11.

The amendments were adopted to enhance investor protection by requiring that microcap public companies,

specifically pink sheet companies listed on OTC Markets, to become more transparent via expanded regulatory compliance.

We generate revenue by preparing compliance documents

for public companies.

Revenues are generated through the preparation of SEC regulation documents such as S-1 filings, Form 10 filings,

and 8-K filings, FINRA Corporate Action filings and OTC Markets filings.

Our company is headquartered in Scottsdale, Arizona,

where our executive, administrative and operational management are based.

To date, the Company has begun implementing its business plan

and is attempting to secure additional funding to continue expansion of our services and products.

The Company has not had any significant

revenues generated from its business operations since inception.

Until the Company is able to generate any consistent and significant

revenue, it may be required to raise additional funds by way of equity or debt financing.

Microcap public company compliance is increasingly

important and expanding after amendments to Rule 15c2-11.

The amendments were adopted to enhance investor protection by requiring that

microcap public companies, specifically pink sheet companies listed on OTC Markets, to become more transparent via expanded regulatory

Results of Operations

5 unchanged sentences

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

To date, the Company has

relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has

been identified.

To date, the Company

has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital

has been identified.

If we experience a shortfall in operating capital, we could be faced with having to limit our research and development

Results of Operations for the Six Months

Ended June 30, 2024 and 2023

For the three months ended June 30,

2024 and 2023, the Company had not generated any revenues.

Results of Operations

for the Nine Months Ended September 30, 2024, and 2023

three months ended September 30, 2024, and 2023, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended

June 30, 2024 were $16,159 compared to $507 for the three months ended June 30, 2023, an increase of $15,652.

Operating expenses for the six months ended June

30, 2024 were $45,776 compared to $23,246 for the six months ended June 30, 2023, an increase of $22,530.

Operating expenses increased in 2024 due to a

decrease in professional fees and other general and administrative fees incurred for this period.

For the three months ended June 30, 2024, the

Company had a net loss of $16,159 compared to the three month period ended June 30, 2023 of a net loss of $507.

For the six months ended June 30, 2024, the Company

had a net loss of $45,776 compared to the six month period ended June 30, 2023 of a net loss of $23,246.

The net loss resulted from increase in operating

Liquidity and Capital Resources

As of June 30, 2024, we had $0 in

cash and a working capital deficit of $79,251.

Operating expenses for

the nine months ended September 30, 2024, were $51,423 compared to $29,434 for the three months ended June 30, 2023, an increase of $27,989.

Operating expenses increased

in 2024 due to a decrease in professional fees and other general and administrative fees incurred for this period.

For the nine months ended

September 30, 2024, the Company had a net loss of $51,423 compared to the nine months ended September 30, 2023 of a net loss of $29,434.

The net loss resulted

from increase in operating expenses.

Liquidity and Capital

As of September

30, 2024, we had $0 in cash and a working capital deficit of $88,048.

Operating Activities

For six months ended June 30, 2024, we used $45,776

in operating activities as compared to $23,246 for the six months ended June 30, 2023.

For none months ended

September 30, 2024, we used $54, 573 in operating activities as compared to $23,246 for the none months ended June 30, 2023.

Investing Activities

No investing activities occurred

during the six months ended June 30, 2024 and 2023.

No investing activities

occurred during the nine months ended September 30, 2024, and 2023.

Financing Activities

During the six months ended June, 2024, the Company

received advances of $38,776 from a related party for working capital purposes.

During the three months ended June 30, 2023, the Company

received advances of $23,246 from a related party for working capital purposes and $40,000 from the sale of preferred stock to a related

Off-Balance Sheet Arrangements

During the nine months

ended September 30, 2024, the Company received advances of $45,573 from a related party for working capital purposes.

During the nine

months ended September 30, 2023, the Company received advances of $23,246 from a related party for working capital purposes and $40,000

from the sale of preferred stock to a related party.

Off-Balance Sheet

There are no off-balance

1 unchanged sentence

Critical Accounting

Our discussion and analysis of results of operations

and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting

principles generally accepted in the United States of America.

The preparation of these condensed consolidated financial statements requires

us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure

of contingent assets and liabilities.

We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible

accounts receivable, inventories, valuation of intangible assets and contingencies and litigation.

We base our estimates on historical

experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the

basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set

forth in Note 2 to our financial statements as included in the SEC report filed.

These accounting policies conform to accounting principles

generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Our discussion and analysis

of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared

in accordance with accounting principles generally accepted in the United States of America.

The preparation of these condensed consolidated

financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and

expenses, and related disclosure of contingent assets and liabilities.

We evaluate our estimates on an ongoing basis, including those

related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies

that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed.

These accounting policies conform

to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial

Quantitative and Qualitative Disclosures

about Market Risk

As a “smaller reporting company,” as defined

by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

As a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in 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