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Item 1A. Risk Factors

2024-06-28 compared with 2023-03-27 · 69 added, 96 removed, 79 unchanged (68% of the section changed)

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.

We expect to incur significant losses into the foreseeable future.

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

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.

If we are unsuccessful in addressing these risks,

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

We generated revenues of $104,066 for the year ended December 31, 2023

from the operations of the business acquired, and $0, during the year ended December 31, 2022.

Our ability to continue to generate revenue

and grow our revenue will depend, in part, on our ability to execute our business plan, expand our business model in a timely manner.

We may fail to do so.

A variety of factors outside of our control could affect our ability to generate revenue and increase revenue growth.

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.

Our net losses were $291,672 and $153,713 for the years ended December 31, 2023 and 2022,

respectively, and our accumulated deficit as of December 31, 2023 and December 31, 2022 was $739,388 and $447,716, respectively.

are unable to achieve and maintain profitability, we may be unable to continue our operations.

There is a risk that we may never bring

our acquired 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.

independent registered public accounting firm included in its opinion for the years ended December 31, 2023 and 2022 an explanatory paragraph

referring to our recurring losses from operations and expressing substantial doubt in our ability to continue as a going concern without

additional capital becoming available.

Our ability to continue as a going concern is dependent upon our ability to obtain additional

equity or debt financing, reduce expenditures and generate significant revenue.

Our financial statements as of December 31, 2023 did

not include any adjustments that might result from the outcome of this uncertainty.

The reaction of investors to the inclusion of a going

concern statement by our auditors, and our potential inability to continue as a going concern, in future years could materially adversely

affect our share price and our ability to raise new capital.

current chief executive officer and chief financial officer has other business interests.

Laker, our Chief Executive Officer, Chief Financial Officer and a member of the Company’s Board of

Directors, 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,

1 unchanged sentence

The loss of Mr.

our company could negatively impact our business development.

Laker would have a material adverse effect on

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

will continue to incur development costs to further develop our business plan.

Based on our current operating plans, we believe we need to make additional acquisitions

of technologies, or other assets to generate enough cashflow to carry our overhead costs, and plan to operate any subsequent business operations

from working capital, equity subscriptions and shareholders’ loans.

3 unchanged sentences

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

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.

have negative cash flow from operations and depend on equity financing and shareholder loans for our operations.

current operating funds are less than necessary to complete our intended plan of operations.

need additional funds.

Our failure to obtain such additional financing could result in delay or indefinite postponement or further of

any subsequent operations which would have a material adverse effect on our business.

As of December 31, 2023 and 2022, we had cash of

$115,111 and $23,715, respectively.

We do not expect that our existing cash and cash from revenue will be sufficient to fund our current

operations through at least 12 months from the date of this annual report.

We will need to raise additional funds in the future to fund

our working capital needs and to fund further expansion of our business.

We may require additional equity or debt financings, collaborative

arrangements with corporate partners or funds from other sources for these purposes.

No assurance can be given that necessary funds will

be available for us to finance our development on acceptable terms, if at all.

Furthermore, such additional financings may involve substantial

dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products.

In addition, we may

experience operational difficulties and delays due to working capital restrictions.

If adequate funds are not available from operations

or additional sources of financing, we may have to delay or scale back our growth plans.

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.

recently acquired two businesses that generate revenue.

We expect that we may incur operating losses in future periods while

integrating these businesses, and may incur additional costs related to the integration.

We cannot guarantee that we will be

successful in generating revenues at the same level of those businesses in the future.

Failure to generate profitability operations will cause us to

go out of business.

operating results may prove unpredictable.

39 unchanged sentences

Company has 300,000,000 authorized common shares, of which 198,724,868 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.

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

Pursuant to the terms of the Exchange Agreement and the Merger Agreement, we issued an aggregate of 67,500,000 shares of common stock.

do not anticipate paying dividends.

5 unchanged sentences

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.

are an early-stage company and lack an operating history .

Our limited operating history makes it difficult for potential investors to evaluate our products

or prospective operations and business prospects.

We are subject to all the risks inherent in business development, financing, unexpected

expenditures, and complications and delays that often occur in a new business.

Investors should evaluate an investment in us in light

of the uncertainties encountered by developing companies in a competitive environment.

There can be no assurance that our efforts will

be successful or that we will ultimately be able to attain profitability.

expect to incur losses in the future.

14 unchanged sentences

and operating results.

UNRESOLVED STAFF COMMENTS

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