What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2022-02-11 · 196 added, 119 removed, 186 unchanged (63% of the section changed)

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

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

following discussion of the results of operations for the three and nine months ended March 31, 2022 and 2021, respectively, should

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

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are accurate, and we assume no obligation to update any such forward-looking statements.

& Management Plans

Company was formed in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the SBA as an

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has ceased to be an investment company.

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

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

of 1934, as amended.

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

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of the Company.

March 2022, the Company commenced operations as a web3 enterprise.

The Company generates income as a liquidity provider, via decentralized

exchanges such as Uniswap.

Additionally, the Company farms tokens via Proof-of-Stake (“PoS”) protocols on decentralized

exchanges, as well as centralized exchanges, including Coinbase.

The Company also invests in non-fungible token (“NFT”)

projects and virtual land that it believes are promising, primarily on EVM protocols.

Company has three areas on which it will focus:

Provider - In decentralized finance (DeFi), the ability to trade assets from one to another is facilitated by Liquidity Pools (“LPs”)

which generally contain a 50/50 balance between both underlying tokens.

The Company expects to invest substantially in LPs to

generate ongoing revenue.

We expect that this revenue will fuel our other initiatives as we build the Company.

- Like LPs, staking can provide potential passive revenue to the Company.

Purchasing large blocks of lucrative PoS assets to grow

the passive income portfolio is expected to be a major cornerstone to our success.

This is a much greener approach to the traditional

Proof of Work model, which is used by Bitcoin and Ethereum.

Ethereum 2.0 is expected to be on PoS in the near future and our goal

is to eventually become a validator on the network.

- The Company intends to build a world-class NFT project research team that will guide the strategic investments for the overall

We anticipate that our portfolio will contain digital assets known as NFTs, including digital real estate in multiple metaverse

platforms such as The Sandbox and Otherside.

These assets are expected to be used for licensing and royalty income.

NFT assets have multiple

use cases, in addition to the potential appreciation in the underlying digital asset.

We believe that we can harness the power

of acquired assets through the metaverse to grow our portfolio faster and stronger than traditional asset acquisitions typically allow.

Accounting Policies

Accounting Policies and Significant Judgments and Estimates

management’s discussion and analysis of our financial condition and results of operations are based on our financial statements

which we have been prepared in accordance with the U.S.

generally accepted accounting principles.

In preparing our financial statements,

we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

management’s discussion and analysis of our financial condition and results of operations are based on our unaudited financial

statements which we have been prepared in accordance with the U.S.

generally accepted accounting principles (“GAAP”).

In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and

liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses during the reporting periods.

accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment

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on financial condition or operating performance is material.

significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these

estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

These significant accounting estimates or assumptions bear the risk of change

due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult

to measure or value.

bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial

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of assets and liabilities that are not readily apparent from other sources.

regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes

in facts and circumstances, historical experience and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates

are adjusted accordingly.

Management regularly evaluates the key factors and assumptions

used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and

reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

results could differ from those estimates.

our significant accounting policies are described in more detail in Note 2 of our quarterly financial statements included in this Quarterly

Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial

our significant accounting policies are described in more detail in Note 2 to our unaudited financial statements included

in this Quarterly Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation

of our unaudited financial statements:

as a Going Concern

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common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost.

Company assigns costs to transactions on a first-in, first-out basis (FIFO).

intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events

or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its

fair value is being measured.

Cryptocurrencies

are subject to impairment losses if the fair value a cryptocurrency decreases below the carrying value at any time during the

The fair value is measured using the quoted price in the principal market of the cryptocurrency.

The Company currently

obtains the quoted price of cryptocurrency from www.coinmarketcap.com .

Liquidity pool tokens and non-fungible tokens are

subject to impairment losses if the fair value a token decreases below the carrying value at the end of each quarterly accounting

Impairment for tokens is assessed quarterly due to each token being a unique asset and due to the illiquid markets in which

these tokens trade.

The Company is continuously reviewing available markets and information and its methodology when determining the

fair value of tokens.

The Company currently reviews quoted prices of its tokens and comparable tokens at https://uniswap.org/

and https://opensea.io .

Impairment expense is reflected in total expense in the statements of operations.

Subsequent reversal

of impairment losses is not permitted.

sales of digital assets held are included within investing activities in the accompanying statements of cash flows and any realized gains

or losses from such sales are included in other income (expense) in the statements of operations.

is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as

revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.

authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the

Company’s financial position and results from operations.

is recognized when the award is claimed and deposited in the Company wallet.

The transaction consideration the Company receives is noncash

in the form of digital assets.

Revenue is measured at the fair value of the digital assets awards received using the quoted price

is the distribution of tokens without compensation generally undertaken with a view of increasing awareness of a new token, to encourage

adoption of new token and to increase liquidity in the early stages of a token project.

Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3.

The Company earns fees proportionate to the liquidity they have

supplied to the exchange.

The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs.

fees earned by the Company depends on the risk characteristics of each pair of tokens selected and the price range liquidity is provided.

Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with the provide liquidity

over a price range.

Conversion Feature

issuance of the convertible debt issued by the Company (described in Note 3 to the Financial Statements) generated a beneficial conversion

feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial

to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market

price of the underlying stock at the commitment date.

The Company recognized the BCF by allocating the intrinsic value of the conversion

option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion

price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt

(recorded as a component of additional paid-in capital).

issuance of the convertible debt issued by the Company generated a beneficial conversion feature (“BCF”), which arises when

a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception

because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment

The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common

stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common

stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in

Value of Financial Instruments

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:

Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and has adopted

paragraph 820-10-35-37 of the ASC (“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 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.

(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.

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Tax Assets and Income Taxes Provision

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.

Company adopted the provisions of paragraph 740-10-25-13 of the ASC.

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 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 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

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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 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

of Three Months Ended March 31, 2022 and 2021

March 2022, the Company commenced operations as a web3 enterprise and purchasing digital assets.

Revenue for the three months ended March

31, 2022 was derived from airdrops and liquidity pool fees of $17,439 and $22,772, respectively.

business plan includes earning income from liquidity fees and staking.

Airdrop revenue represents APE coin awards received as a result

of holding the Mutant Ape Yacht Club NFT.

Airdrop revenue

is generally a one-time award and the Company does not have expectations of further airdrop revenue.

The Company seeks higher returns

from liquidity pool fees by selecting pairs with higher risk and good volumes.

Administrative

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

Administrative

expenses totaled $34,833 and $6,764 for the three months ended March 31, 2022 and 2021, 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.

related to keeping the Company current in its SEC filings and costs incurred for legal expenses related to the issuance of Series A Convertible

Preferred Stock.

expense totaled $1,294 and $7,560 for the three months ended March 31, 2022 and 2021, 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

of Digital Assets Held

of digital assets held totaled $51,983 and $0 for the three months ended March 31, 2022 and 2021, respectively.

Digital assets are accounted

for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any

time during the period.

Subsequent reversal of impairment losses is not permitted.

We will not recognize any increases in the fair value

of digital assets held until a gain is recognized on sale.

Gain (Loss) on Sales/ Exchange Digital Assets Held

generally do not seek to earn income from actively trading digital asset held.

We will dispose of assets in circumstances when there

is a significant increase in the fair value of an asset or when holding an asset is no longer consistent with our business plan.

reported a net loss of $15,380 and $14,324 during the three months ended March 31, 2022 and 2021, respectively.

Any increase in revenue

and gains on sales of digital assets was offset by an increase in administrative and impairment expenses.

of Nine Months Ended March 31, 2022 and 2021

March 2022, the Company commenced operations as a web3 enterprise and purchasing digital assets.

Revenue for the nine months ended March

31, 2022 was derived from airdrops and liquidity pool fees of $17,439 and $22,772, respectively.

business plan includes earning income from liquidity fees and staking.

Airdrop revenue represents APE coin awards received as a result

of holding the Mutant Ape Yacht Club NFT.

Airdrop revenue

is generally a one-time award and the Company does not have expectations of airdrop further revenue.

The Company seeks higher returns

from liquidity pool fees by selecting pairs with higher risk and good volumes.

Administrative

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

fees totaled $88,840 and $51,905 for the nine months ended March 31, 2022 and 2021, 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.

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

corporation to a Nevada corporation, amendments to the amended and restated articles of incorporation and the issuance of Series A Convertible

Preferred Stock.

expense totaled $1,294 and $36,353 for the nine months ended March 31, 2022 and 2021, 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.

is due to the settlement of the convertible note payable.

of Digital Assets Held

of digital assets held totaled $51,983 and $0 for the nine months ended March 31, 2022 and 2021, respectively.

Digital assets are accounted

for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any

time during the period.

Subsequent reversal of impairment losses is not permitted.

We will not recognize any increases in the fair value

of digital assets held until a gain is recognized on sale.

Gain (Loss) on Sales/ Exchange Digital Assets Held

generally do not seek to earn income from actively trading digital asset held.

We will dispose of assets in circumstances when there

is a significant increase in the fair value of an asset or when holding an asset is no longer consistent with our business plan.

reported a net loss of $69,387 and $88,258 during the nine months ended March 31, 2022 and 2021, respectively.

Any increase in revenue

and gains on sales of digital assets was offset by an increase in administrative and impairment expenses.

and Capital Resources

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

have incurred recurring operating losses and negative operating cash flows through March 31, 2022, and we expect to continue to incur

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

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our most critical cash requirements.

The Company does not presently process the resources to repay related borrowings and there is not

assurance that the Company will be able to borrow additional funds.

The Company on October 18, 2021, issued to Ryan Schadel, the Company’s Chief Executive Officer,

sole director and majority stockholder, a demand promissory note for $100,000 in cash.

On March 16, 2022, the Company entered into Stock

Purchases Agreements whereby the Company issued 22 shares to Series A Convertible Preferred Stock and various Warrants for $1,100,000

At March 31, 2022, $95,854 of cash was in held at a financial institution and $400,673 was held at Coinbase, Inc.

expects over the next twelve months, cash held at a financial institution will be expended on professional fees, transfer agent, Edgar

agent and other administrative costs.

The cash held at Coinbase Inc.

will be deployed to purchase digital assets to generate staking

rewards and liquidity pool fees.

We hope to start paying some of our suppliers and contractors in digital assets in the coming months.

However, there can be no assurance we will be able to pay any of our suppliers and contractors in digital assets.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a going

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doubt about our ability to continue as a going concern.

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

not contain any adjustments for this uncertainty.

Our financial statements as of and for the period ended March 31, 2022, do not

contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised funding as described in Note 4

3 to our financial statements.

Any additional amounts raised will be used for our future investing and operating cash flow needs.

there can be no assurance that we will be successful in raising additional amounts of financing.

plan to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e.,

a merger) with a corporation, partnership, limited liability company or other operating business entity, or enter into a new business

(collectively, a “Business Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held

We have no operating business and conduct minimal operations necessary to meet regulatory requirements.

Our ability to commence

any operations is contingent upon obtaining adequate financial resources.

are not currently engaged in any business activities that provide cash flow.

The costs of investigating and analyzing business combinations

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;

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

new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial

or operating difficulties and needs additional capital.

In the alternative, a business combination may involve the acquisition of, or

merger with, a company which does not require substantial additional capital, but which desires to establish a public trading market

for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur

in a public offering.

Schadel, our chief executive officer, plans to devote the majority of his time to the affairs of the Company.

No compensation has been

Schadel for his services as an officer and director.

We do not anticipate hiring any full-time employees as long as we are

seeking and evaluating Business Targets.

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

characterized COVID-19 as a pandemic.

COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued

increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations

and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total

lock-down orders and business limitations and shutdowns.

The ultimate impact of the COVID-19 pandemic on our business is unknown and

will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity

of the COVID-19 pandemic and any additional preventative and protective actions that governments may direct.

Management believes the

capital markets have been negatively impacted by COVID-19, which negatively impacts the Company’s ability to consummate a merger

and Note 6 to our unaudited financial statements.

Any additional amounts raised will be used for our future investing and operating

cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts of financing.

Sheet Arrangements

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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