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Item 7. Management’s Discussion and Analysis

2023-03-27 compared with 2022-04-15 · 82 added, 81 removed, 2 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis

of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the

perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect

our future results.

The following discussion and analysis should be read in conjunction with our audited financial statements and the

accompanying notes thereto included in “Item 8.

Financial Statements and Supplementary Data.” In addition to historical financial

information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.

See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated

in these forward-looking statements as a result of many factors.

Plan of Operations

For the next 12 to 18 months, all of our operations

will be performed by our sole officer and director, Michael Gelmon.

During that period intend out-source third party contractors to design

our website, we will also intend to have a strong presence on social media, such as Facebook and Instagram.

Going Concern

Conditions exist that raise substantial doubt

about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise

additional capital to fund operations.

The “going concern” opinion could impair our ability to finance our operations through

the sale of debt or equity securities.

Results of Operations

Fiscal Year Ended December 31, 2021 compared

to Year Ended December 31, 2020

We did not earn any revenues for the year ended

December 31, 2021 and December 31, 2020.

The Company reported operation expenses of $20,798

consisting primarily of legal, accounting and various other public company related expenses.

The Company also reported an interest expense

of $6,825 and other income in the form of a gain on forgiveness of debt of $65,599 comprised of a credit provided by the Company’s

transfer agent of $55,599 and a payment of $10,000 to settle the payable by the Company’s former management, resulting in net income

of $37,976 for the year ended December 31, 2021.

The Company reported operation expenses of $13,728

consisting primarily of legal, accounting and various other public company related expenses.

The Company also reported an interest expense

of $6,825 resulting in a net loss of $20,553 for the year ended December 31, 2020.

Capital Resources and Liquidity

Since our director may be unwilling or unable

to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months following the

filing of this annual report, we may be required to suspend or cease the implementation of our business plans.

As of December 31, 2021, we had $0 of cash compared

to $0 of cash as of December 31, 2020.

We anticipate that our current cash and cash equivalents and cash generated from financing activities

will be insufficient to satisfy our liquidity requirements for the next 12 months.

To date, the Company has incurred operating losses

since inception of $294,003.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial

statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and

certain other factors that may affect our future results.

The following discussion and analysis should be read in conjunction with our

audited financial statements and the accompanying notes thereto included in “Item 8.

Financial Statements and Supplementary Data.”

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve

risks, uncertainties and assumptions.

See “Forward-Looking Statements.” Our results and the timing of selected events may

differ materially from those anticipated in these forward-looking statements as a result of many factors.

of Operations

of December 31, 2022, we had not commenced any operations.

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.

In addition, we completed a change of control transaction on July 21, 2022 (the “Change of Control”)

as discussed below.

Business – Recent Developments - Change of Control.

In furtherance of our plans to consummate a

Business Combination, on January 19, 2023 we entered into an Exchange Agreement to acquire RF Specialties LLC (“RFS”) and

on February 13, 2023, we entered into a Merger Agreement to acquire Two Trees Beverage Co.

(“Two Trees”) discussed below

(collectively, the “Planned Acquisitions”).

Business – Recent Developments – RF Specialties, Inc.

Business – Recent Developments –Two Trees.

exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit

in equity, and the need to raise additional capital to fund operations.

The “going concern” opinion could impair our ability

to finance our operations through the sale of debt or equity securities.

of Operations

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

did not earn any revenues for the year ended December 31, 2022 and December 31, 2021.

The Company reported operating expenses of $136,721 consisting primarily of legal, accounting and various other public

company related expenses for the year ended December 31, 2022 compared to $20,798 for the year ended December 31, 2021.

increase was primarily attributable to increased legal and accounting fees related to our public company reporting obligations as well

as our activities related to the transactions involving the Change of Control and the Planned Acquisitions.

Other Income .

Total other income was $0 for the year ended December 31, 2022 compared to $58,774 for the year ended December 31,

The $58,744 decrease was attributable to absence of a gain on forgiveness of debt and interest expense.

and Capital Resources

We believe that if we do not raise additional capital over the next 12 months following the filing of this annual report, we may be required

to suspend or cease the implementation of our business plans.

of December 31, 2022 and 2021, we had no cash.

We anticipate that our current cash and cash equivalents and cash generated from financing

activities will be insufficient to satisfy our liquidity requirements for the next 12 months.

To date, the Company has incurred operating

losses since inception of $430,724.

At December 31, 2022, the Company has working capital deficit of $128,075.

The Company requires additional funding to meet

its ongoing obligations and to fund anticipated operating losses.

Management has expressed substantial doubt about our ability to continue

as a going concern.

The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business

plan and ultimately to attain profitable operations.

These financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing, professional, and

administrative expenses as well expenses associated with maintaining our filings with the Commission.

We will require additional funds

during this time and will seek to raise the necessary additional capital.

If we are unable to obtain additional financing, we may be required

to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.

Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses.

Management has expressed

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

The ability of the Company to continue as a going concern is dependent

on raising capital to fund its initial business plan and ultimately to attain profitable operations.

These financial statements do not

include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of

liabilities that might result from this uncertainty.

expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the

We will require additional funds during this time and will seek to raise the necessary additional capital.

If we are unable

to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business

plans, financial condition and operating results.

Additional funding may not be available on favorable terms, if at all.

The Company intends to continue to fund its business by way of

equity or debt financing and advances from related parties.

Any inability to raise capital as needed would have a material adverse effect

on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have

to cease business operations.

As a result, investors in the Company’s common stock would lose all of their investment.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements currently

contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition,

changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

Recent Accounting Standards

The Company has implemented all new accounting

standards that are in effect and that may impact its financial statements and does not believe that there are any other new accounting

standards that have been issued that might have a material impact on its financial position or results of operations.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting

company” as defined in Rule 12b-2 of the Exchange Act.

intends to continue to fund its business by way of equity or debt financing and advances from related parties.

Any inability to raise

capital as needed would have a material adverse effect on our business, financial condition and results of operations.

Used in Operating Activities.

Net cash used in operating activities for the years ended December 31, 2022 and 2021, were $113,989

The increase was attributable to an increase in net loss partially offset by an increase in accounts payable.

Provided by Financing Activities.

Net cash provided by financing activities for the years ended December 31, 2022 and 2021, were

$113,989 and $19,659.

The increase was attributable to an increase in advances payable.

Balance Sheet Arrangements

are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or

future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity,

capital expenditures and/or capital resources.

Accounting Standards

Company has implemented all new accounting standards that are in effect and that may impact its financial statements and does not believe

that there are any other new accounting standards that have been issued that might have a material impact on its financial position or

results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

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 7. Management’s Discussion and Analysis