What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-27 compared with 2022-04-15 · 164 added, 158 removed, 11 unchanged (97% of the section changed)

Risks Related to Our Company

We are a recently re-organized development

stage company but have not yet commenced operations in our business.

We expect to incur operating losses for the foreseeable future.

We were incorporated on July 22, 2003 and ceased

all operations on February 12, 2010 and have been involved primarily in re-organization activities.

We have not yet commenced business

Further, we have not yet fully developed our business plan, or our management team, nor have we targeted or assembled any

real or intangible property rights.

Accordingly, we have no way to evaluate the likelihood that our business will be successful.

not earned any revenues as of the date of this prospectus.

The likelihood of success must be considered in light of the problems, expenses,

difficulties, complications and delays encountered in connection with the operations that we plan to undertake.

These potential problems

include, but are not limited to, unanticipated problems relating to the market acceptance of acquisition of business or assets we have

yet to acquire, developing relationship with suppliers, distribution and challenges, and additional costs and expenses that may exceed

current estimates.

Prior to time that we are ready to market and distribute a prospective product line, we anticipate that the Company

Related to Our Company

can be no assurance that all of the conditions precedent to closing of the Exchange Agreement or the Merger Agreement will be satisfied.

completion of the Exchange Agreement and the Merger Agreement is subject to a number of conditions precedent, some of which are outside

of our control.

There can be no certainty, nor can we provide any assurance, that all conditions precedent to the Exchange Agreement

and the Merger Agreement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly,

the transactions contemplated by these agreements may not be completed.

The failure to close these transactions would have a material

adverse effect on our business, prospects, operating results and financial condition.

related to our operations.

or not the transactions contemplated by the Exchange Agreement and the Merger Agreement is completed, we will continue to face many of

the risks that we currently face with respect to our business and affairs.

These include the risks and complexity inherent in the selection

of a business opportunity in which to participate.

Additionally, we have only limited resources and may find it difficult to locate good

opportunities.

There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately

prove to be beneficial to us and our shareholders.

We will select any potential business opportunity based on our management’s

best business judgment.

addition, our activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific

business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without

the consent, vote, or approval of our shareholders.

The risks faced by us are further increased as a result of our lack of resources

and our inability to provide a prospective business opportunity with significant capital.

are a recently re-organized development stage company but have not yet commenced operations in our business.

We expect to incur operating

losses for the foreseeable future.

were incorporated on July 22, 2003, and ceased all operations on February 12, 2010 and all activity for the period from January 1, 2022

through December 31, 2022, relates to our focus on effecting a “reverse merger,” capital exchange, asset acquisition, stock

purchase, reorganization or other similar business combination with one or more unrelated businesses (the “Business Combination”)

that would benefit from our public reporting status including our efforts to complete the Change of Control and Planned Acquisitions.

Consequently, we have not yet commenced business operations.

Further, we have not yet fully developed our business plan, or our management

team, nor have we targeted or assembled any real or intangible property rights.

Accordingly, we have no way to evaluate the likelihood

that our business will be successful.

We have not earned any revenues as of the date of this prospectus.

The likelihood of success must

be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations

that we plan to undertake.

These potential problems include, but are not limited to, unanticipated problems relating to the market acceptance

of our planned acquisition of business or assets we have yet to acquire and additional costs and expenses that may exceed current estimates.

Prior to the time that we are able to market and distribute a prospective product line or provide a service, we anticipate that the Company

will incur increased operating expenses without realizing any revenues.

1 unchanged sentence

We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations.

is no operating history upon which to base any assumption as to the likelihood that we will prove to be successful and it is doubtful

There is no operating history upon which to base any assumption as to the likelihood that we will prove to be successful, and it is doubtful

that we will generate any operating revenues or ever achieve profitable operations.

1 unchanged sentence

our yet to be determined acquisition of business or assets and subsequent business operations will most likely fail.

We have incurred net losses since our inception

and expect losses to continue.

We have not been profitable since our inception.

Since our inception on July 22, 2003 to December 31, 2021, we had an accumulated deficit of $294,003.

There is a risk that we may never

bring our yet to be determined acquisition of business or assets and subsequent business operations to the marketplace.

In addition, there

is no guarantee and that our subsequent operations will be profitable in the future and you could lose your entire investment.

We may not be able to continue as a going

concern if we do not obtain additional financing.

Our independent accountant’s audit report

states that there is substantial doubt about our ability to continue as a going concern.

We have incurred only losses since our inception

raising substantial doubt about our ability to continue as a going concern.

Therefore, our ability to continue as a going concern is highly

dependent upon obtaining additional financing for our planned operations.

There can be no assurance that we will be able to raise any

additional funds, or we are able to raise additional funds, that such funds will be in the amounts required or on terms favorable to us.

Our current president and chief executive

officer has other business interests.

Michael Gelmon, our President and Chief Executive

Officer, currently devotes approximately eight hours per week providing management services to us.

While he presently possesses adequate

time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he

would no longer be able to devote sufficient time to the management of our business.

have incurred net losses since our inception and expect losses to continue.

have not been profitable since our inception.

Since our inception on July 22, 2003 to December 31, 2022, we had an accumulated deficit

There is a risk that we may never bring our yet to be determined acquisition of business or assets and subsequent business

operations to the marketplace.

In addition, there is no guarantee that our subsequent operations will be profitable in the future and

you could lose your entire investment.

may not be able to continue as a going concern if we do not obtain additional financing.

independent accountant’s audit report states that there is substantial doubt about our ability to continue as a going concern.

We have incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern.

our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations.

can be no assurance that we will be able to raise any additional funds, or we are able to raise additional funds, that such funds will

be in the amounts required or on terms favorable to us.

current president and chief executive officer has other business interests.

Laker, our Chief Executive Officer, currently devotes approximately eight hours per week providing management services to us.

presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase,

with the result that he would no longer be able to devote sufficient time to the management of our business.

The loss of Mr.

Gelmon to our company could negatively

impact our business development.

We have requirements for and there is an

uncertainty of access to additional capital.

We will continue to incur development costs to

fund the acquisition of business or assets and plan to operate any subsequent business operations from working capital, equity subscriptions

and shareholders’ loans.

Ultimately, our ability to continue our business operations depends in part on our ability to obtain financing

through, debt financing, equity financing, or commence operations and generate revenues or some combination of these or other means.

can be no assurance that we will be able to obtain any such financing.

We have no cash flow from operations and

depend on equity financing and shareholder loans for our operations.

We have no current operations that generate

any cash flow.

Our current operating funds are less than necessary to complete our intended plan of operations real and/or

intangible property.

our company could negatively impact our business development.

have requirements for and there is an uncertainty of access to additional capital.

will continue to incur development costs to fund the acquisition of business or assets and plan to operate any subsequent business operations

from working capital, equity subscriptions and shareholders’ loans.

Ultimately, our ability to continue our business operations

depends in part on our ability to obtain financing through debt financing, equity financing, or commence operations and generate revenues

or some combination of these or other means.

There can be no assurance that we will be able to obtain any such financing.

have no cash flow from operations and depend on equity financing and shareholder loans for our operations.

have no current operations that generate any cash flow.

Our current operating funds are less than necessary to complete our intended

plan of operations real and/or intangible property.

We will need additional funds.

Our failure to obtain such additional financing could result in delay or

indefinite postponement of further of any subsequent operations which would have a material adverse effect on our business.

We lack an operating history .

We were incorporated on July 22, 2003 and we have

ceased operations on February 12, 2010.

Since February 12, 2010, we have no operating history upon which an evaluation of our future success

or failure can be made.

We expect to incur losses in the future.

Until the acquisition of business or assets and

subsequent business operations, we expect to incur operating losses in future periods because we will be incurring expenses and not generating

We cannot guarantee that we will be successful in generating revenues in the future.

Failure to generate revenues will cause

us to go out of business.

Our operating results may prove unpredictable.

Our operating results are likely to fluctuate

significantly in the future due to a variety of factors, many of which we have no control over.

Factors that may cause our operating results

to fluctuate significantly include:

our ability to generate enough working capital from future equity sales;

the level of commercial acceptance

by the public of any services/products we may develop;

fluctuations in the demands of any products;

the amount and timing operating costs

and capital expenditures relating to expansion of subsequent business, operations, infrastructure and general economic conditions.

realized, any of these factors could have a material effect on our business, financial condition and operating results.

Our stock will be a penny stock.

of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit

a stockholder’s ability to buy and sell our stock.

Our common stock will be subject to the “Penny

Stock” Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in

our common stock.

We are not registered on any market or public

stock exchange.

There is presently no demand for our common stock and to public market exists for the shares being offered in this prospectus.

We plan to contact a market maker immediately following the completion of the offering and apply to have our shares of common stock quoted

on the OTC Markets Pink (“OTC”).

The OTC is a quotation service that displays real-time quotes, last sale prices and volume

information in the over-the-counter securities.

The OTC is not an issuer listing service, market or exchange.

Although the OTC does not

have any listing requirements per say, to be eligible for quotation on the OTC, issuers must remain correct in their filings with the

SEC or applicable regulatory authority.

Market makers are not permitted to begin quotation of a security whose issue does not meet the

filing requirements.

Securities already quoted on the OTC that become delinquent in their required filings may be removed following a

30-to-60-day grace period if they do not make their required filings during that time.

As of the date of this filing, there have been

no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in

a future trading market four our securities.

The Company’s management could issue

additional shares.

The Company has 200,000,000 authorized common

shares, of which 18,010,208 are currently issued and outstanding.

The Company’s management could, without the consent of the existing

shareholders, issue substantially more shares, causing a large dilution in the equity portion of the Company’s current shareholders.

Additionally, large share issuances would generally have a negative impact on the Company’s share price.

We do not have an escrow or trust account

for investors’ subscriptions.

Invested funds for this offering will not be placed

in an escrow or trust account.

Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by

creditors against us, your funds will become part of the bankruptcy estate and administered according to bankruptcy laws.

will lose your investment and your funds will be used to pay creditors.

We do not anticipate paying dividends.

We do not anticipate paying dividends on our common

stock in the foreseeable future, but plan rather to retain earnings, if any for the operation, growth and expansion of our subsequent

Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for

investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common

Risks Related to Investing in Our Company

We lack an operating history .

We were incorporated on July 22, 2003 and we have

ceased operations on February 12, 2010.

Since February 12, 2010, we have no operating history upon which an evaluation of our future success

or failure can be made.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon the Company is a development

stage emerging growth company that seeks to becoming a multi-industry technology-based enterprise primarily through merger and acquisition

of business assets and through subsequent business operations, our ability to attract customers and to generate revenues through our sales.

We expect to incur losses in the future.

Based upon current plans, we expect to incur operating

losses in future periods because we will be incurring expenses and not generating revenues.

We cannot guarantee that we will be successful

in generating revenues in the future.

Our failure to obtain such additional financing could

result in delay or indefinite postponement of further of any subsequent operations which would have a material adverse effect on our

lack an operating history .

were incorporated on July 22, 2003 and we ceased operations on February 12, 2010.

Since February 12, 2010, we have no operating history

upon which an evaluation of our future success or failure can be made.

expect to incur losses in the future.

the acquisition of business or assets and subsequent business operations, we expect to incur operating losses in future periods because

we will be incurring expenses and not generating revenues.

We cannot guarantee that we will be successful in generating revenues in the

Failure to generate revenues will cause us to go out of business.

Our operating results may prove unpredictable.

Our operating results are likely to fluctuate

significantly in the future due to a variety of factors, many of which we have no control over.

Factors that may cause our operating results

to fluctuate significantly include:

our ability to generate enough working capital from future equity sales;

the level of commercial acceptance

by the public of our services/products;

operating results may prove unpredictable.

operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over.

Factors that may cause our operating results to fluctuate significantly include:

our ability to generate enough working capital from

future equity sales;

the level of commercial acceptance by the public of any services/products we may develop;

fluctuations in the demands

of any products;

the amount and timing operating costs and capital expenditures relating to expansion of subsequent business, operations,

infrastructure and general economic conditions.

If realized, any of these factors could have a material effect on our business, financial

condition and operating results.

common stock is or may become subject to the “penny stock” rules of the SEC and the trading market in the securities is limited,

which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity

security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

For any transaction involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer approve a person’s

account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction,

setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information

and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are

suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the

risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability determination;

and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.

If our common stock

is or becomes subject to the “penny stock” rules, it may be more difficult for investors to dispose of our common stock and

cause a decline in the market value of our common stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions

payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent

price information for the penny stock held in the account and information on the limited market in penny stocks.

Company’s management expects to issue additional shares.

Company has 300,000,000 authorized common shares, of which 123,273,097 are currently issued and outstanding and 10,000,000 shares of

Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which 8,957,500 shares are issued and

Pursuant to the terms of the Exchange Agreement and the Merger Agreement, we plan to issue an aggregate of 67,500,000

shares of common stock and cancel or redeem the shares of the Series A Preferred Stock at or before closing.

Consequently, following issuance of the

shares in connection with the Exchange Agreement and Merger Agreement, our current shareholders will own approximately 64.4% of

the Company’s issued and outstanding common stock, causing a large dilution in the equity portion of our current shareholders.

Additionally, large share issuances would generally have a negative impact on our share price.

do not anticipate paying dividends.

do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any for the

operation, growth and expansion of our subsequent business.

Because we do not anticipate paying cash dividends in the foreseeable future

which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment

unless they sell their shares of common stock.

Related to Investing in Our Company

lack an operating history .

were incorporated on July 22, 2003 and we have ceased operations on February 12, 2010.

Since February 12, 2010, we have no operating

history upon which an evaluation of our future success or failure can be made.

Our ability to achieve and maintain profitability and

positive cash flow is dependent upon the Company is a development stage emerging growth company that seeks to becoming a multi-industry

technology-based enterprise primarily through merger and acquisition of business assets and through subsequent business operations, our

ability to attract customers and to generate revenues through our sales.

expect to incur losses in the future.

upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues.

We cannot guarantee that we will be successful in generating revenues in the future.

Failure to generate revenues will cause us to go

out of business.

operating results may prove unpredictable.

operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over.

Factors that may cause our operating results to fluctuate significantly include:

our ability to generate enough working capital from

future equity sales;

the level of commercial acceptance by the public of our services/products;

fluctuations in the demands of products;

the amount and timing operating costs and capital expenditures

relating to expansion of our subsequent business, operations, infrastructure and general economic conditions.

If realized, any of these

factors could have a material effect on our business, financial condition and operating results.

the amount and timing operating costs and capital expenditures relating to expansion of our subsequent business, operations, infrastructure

and general economic conditions.

If realized, any of these factors could have a material effect on our business, financial condition

and operating results.

UNRESOLVED STAFF COMMENTS

Not applicable to a “smaller reporting company”

as defined in Item 10(f)(1) of Regulation S-K.

The Company does not own any real estate or other

properties and has not entered into any long-term lease or rental agreements for property.

applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.

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 1A. Risk Factors