What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-02-11 compared with 2021-11-15 · 88 added, 68 removed, 217 unchanged (42% of the section changed)

40 unchanged sentences

contained herein to reflect future events and developments, except as required by law.

following discussion of the results of operations for the three months ended September 30, 2021, and 2020, respectively, should be read

in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly

Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties,

such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could differ materially from those

anticipated in these forward-looking statements because of a number of factors.

An investment in our common stock involves a high degree

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors and Business

sections of our Annual Report on Form 10-K for the year ended June 30, 2021, filed with the SEC on September 1, 2021.

Our management

has compiled the forward-looking statements specified in the following information based on assumptions made by management and considered

by management to be reasonable.

Our future operating results, however, are impossible to predict and no representation, guaranty, or

warranty is to be inferred from those forward-looking statements.

following discussion of the results of operations for the three and six months ended December 31, 2021 and 2020, respectively, should

be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this

Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that involve risks

and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could differ materially

from those anticipated in these forward-looking statements because of a number of factors.

An investment in our common stock involves

a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors

and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2021, filed with the SEC on September 1, 2021.

management has compiled the forward-looking statements specified in the following information based on assumptions made by management

and considered by management to be reasonable.

Our future operating results, however, are impossible to predict and no representation,

guaranty, or warranty is to be inferred from those forward-looking statements.

assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future

37 unchanged sentences

As a result the Company is now a reporting company under the Securities Exchange Act of 1934,

September 2, 2021, the Company entered into a Stock Purchase Agreement (the “Schadel SPA”) by and between (i) the Company

(ii) Ryan Schadel (“Buyer”) and (iii) Roran Capital, LLC (“Roran”).

Roran agreed to sell to the Buyer 4,247,666

shares of common stock of the Company held by Roran for a total purchase price of $385,000.

In conjunction with the Schadel SPA, the

Roran agreed to forgive all amounts due to Roran by the Company totaling $207,644 which is comprised of convertible note payable –

related party, accrued interest payable – related party and advances from related party.

The Buyer acquired 4,247,666 shares of

the Company’s Common Stock, representing 69.7% of the issued and outstanding shares of Common Stock.

As such, the Schadel SPA resulted

in a change of control of the Company.

September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan

Schadel (“Buyer”) and (iii) Roran Capital, LLC (“Roran”).

Roran agreed to sell to the Buyer 4,247,666 shares

of common stock of the Company held by Roran for a total purchase price of $385,000.

In conjunction with the SPA, Roran agreed to forgive

all amounts due to Roran by the Company totaling $207,644 which is comprised of convertible note payable – related party, accrued

interest payable – related party and advances from related party.

The Buyer acquired 4,247,666 shares of the Company’s Common

Stock, representing 69.7% of the issued and outstanding shares of Common Stock.

As such, the Schadel SPA resulted in a change of control

of the Company.

Accounting Policies

49 unchanged sentences

Value of Financial Instruments

Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial

instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”)

to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting

principles generally accepted in the United States of America (U.S.

GAAP), and expands disclosures about fair value measurements.

increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair

value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.

(3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Company follows paragraph 825-10-50-10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards

Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 establishes

a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.

GAAP), and expands

disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures,

Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value

into three (3) broad levels.

The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

14 unchanged sentences

Tax Assets and Income Taxes Provision

Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification.

Paragraph 740-10-25-13 which

addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial

Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more

likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit

that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides

guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim periods and requires increased

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions

of paragraph 740-10-25-13.

Company adopted the provisions of paragraph 740-10-25-13 of the Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification.

Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed

on a tax return should be recorded in the financial statements.

Under paragraph 740-10-25-13, the Company may recognize the tax benefit

from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing

authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position

should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate

Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes,

accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized

income tax benefits according to the provisions of paragraph 740-10-25-13.

estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying

14 unchanged sentences

and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

of Three months Ended September 30, 2021, and 2020

the three months periods ended September 30, 2021, and 2020, the Company did not have any operations, and therefore, there were no revenues.

of Three months Ended December 31, 2021 and 2020

the three months periods ended December 31, 2021 and 2020, the Company did not have any operations, and therefore, there were no revenues.

Expenses were limited to maintaining the Company in good standing and staying current, respectively, in its filing obligations with the

Administrative

fees totaled $21,825 and $21,979 for the three months ended September 30, 2021, and 2020.

These expenses are primarily costs related

to keeping the Company current in its SEC filings and costs incurred in 2021 for legal expenses related to a plan to convert from a Virginia

corporation to a Nevada corporation.

expense totaled $2,997 and $13,270 for the three months ended September 30, 2021, and 2020.

The decrease in interest expense was due

a decrease in the amortization of debt discount on convertible note payable.

reported a net loss of $24,822 and $35,249 during the three months ended September 30, 2021, and 2020.

The decrease in net loss was directly

attributable to the decrease in interest expense.

fees totaled $29,186 and $23,162 for the three months ended December 31, 2021 and 2020, respectively.

These expenses are primarily costs

related to keeping the Company current in its SEC filings and costs incurred in 2021 for legal expenses related to conversion from a

Virginia corporation to a Nevada corporation and amendments to the amended and restated articles of incorporation.

expense totaled $0 and $15,523 for the three months ended December 31, 2021 and 2020, respectively.

The decrease in interest expense

is due to the settlement of the convertible note payable.

reported a net loss of $29,186 and $38,685 during the three months ended December 31, 2021 and 2020, respectively.

The decrease in net

loss was directly attributable to the decrease in interest expense.

of Six months Ended December 31, 2021 and 2020

the six months periods ended December 31, 2021 and 2020, the Company did not have any operations, and therefore, there were no revenues.

Expenses were limited to maintaining the Company in good standing and staying current, respectively, in its filing obligations with the

Administrative

fees totaled $51,010 and $45,141 for the six months ended December 31, 2021 and 2020, respectively.

These expenses are primarily costs

related to keeping the Company current in its SEC filings and costs incurred in 2021 for legal expenses related to conversion from a

Virginia corporation to a Nevada corporation and amendments to the amended and restated articles of incorporation.

expense totaled $2,997 and $28,793 for the six months ended December 31, 2021 and 2020, respectively.

The decrease in interest expense

was due a decrease in the amortization of debt discount on convertible note payable.

reported a net loss of $54,007 and $73,934 during the six months ended December 31, 2021 and 2020, respectively.

The decrease in net

loss was directly attributable to the decrease in interest expense.

and Capital Resources

have incurred recurring operating losses and negative operating cash flows through September 30, 2021, and we expect to continue to incur

have incurred recurring operating losses and negative operating cash flows through December 31, 2021, and we expect to continue to incur

losses and negative operating cash flows at least through the near future.

7 unchanged sentences

doubt about our ability to continue as a going concern.

Our financial statements as of and for the period ended September 30, 2021, do

Our financial statements as of and for the period ended December 31, 2021, do

not contain any adjustments for this uncertainty.

12 unchanged sentences

for the next 12 months and beyond such time will be paid with money borrowed from Ryan Schadel or other sources.

the next 12 months, we anticipate incurring costs related to (i) filing of Exchange Act reports (ii) converting from a Virginia corporation

to a Nevada corporation;

and (ii) identifying and consummating a transaction with a Business Target.

We believe we will be able to meet

these costs through the use of funds borrowed from Ryan Schadel, or other amounts to be loaned to or invested in us by other investors.

the next 12 months, we anticipate incurring costs related to (i) filing of Exchange Act reports;

and (ii) either entering into a new

business or identifying and consummating a transaction with a Business Target.

We believe we will be able to meet these costs through

the use of funds borrowed from Ryan Schadel, or other amounts to be loaned to or invested in us by other investors.

may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into

10 unchanged sentences

seeking and evaluating Business Targets.

September 30, 2021, we had $0 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent upon loans

to fund expenses incurred in excess of our cash.

December 31, 2021, we had $58,484 cash on hand.

On October 18, 2021, the Company issued a promissory note in the principal amount of

$100,000 for cash to Ryan Schadel, the Company’s Chief Executive Officer, sole director and majority stockholder.

Since we have

no revenue or plans to generate any revenue, we will be dependent upon loans to fund expenses incurred in excess of our cash.

December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health Organization

15 unchanged sentences

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