What changed in this filing

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Item 1A. Risk Factors

2022-10-07 compared with 2021-09-01 · 328 added, 278 removed, 10 unchanged (98% of the section changed)

1A RISK FACTORS

should carefully consider the risks described below, together with the other information set forth in this report, which could materially

4 unchanged sentences

Related to Our Business

have no recent operating history or basis for evaluating prospects.

currently have no operating business or immediate plans to develop one.

We are seeking to enter into a merger or business combination

with another operating company or to enter into a new business.

To date, our efforts have been limited to meeting our regulatory filing

requirements and searching for a business target.

have limited resources and no revenues from operations and will need additional financing in order to execute any business plan.

have limited resources, no revenues from operations to date, and our cash on hand will not be sufficient to satisfy our cash requirements

during the next twelve months.

In addition, we will not achieve any revenues until, at the earliest, the consummation of a merger or

similar business combination and we cannot ascertain our capital requirements until such time.

There can be no assurance that determinations

ultimately made by us will permit us to achieve our business objectives.

business will have no revenues unless and until we merge with or acquire or start an operating business.

have no revenues from operations.

We may not realize any revenues unless and until we successfully merge with or acquire an operating

business or start our own operations.

the Company has no assets and no present source of revenues, we are dependent upon the financial support of Roran.

present, our business activities are limited to seeking potential business opportunities.

Due to our limited financial and personnel

resources, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives.

no assets and have no operating income, revenues, or cash flow from operations.

Roran is providing us with funding, on an as-need basis,

under a loan arrangement, with amounts advanced limited to enabling us to continue our corporate existence and our business objective

to seek new business opportunities, as well as to fund the costs, including professional accounting and legal fees.

The amount to be

loaned by Roran in the interim financing arrangement is limited to $250,000.

will be able to effect at most one merger or similar business combination or enter into just one new business and thus may not have a

diversified business.

resources are limited, and we will most likely have the ability to effect only a single merger or similar business combination or enter

into a single new business.

This probable lack of diversification will subject us to numerous economic, competitive and regulatory developments,

any or all of which may have a material adverse impact upon the particular industry in which we may operate after the consummation of

We will become dependent upon the development or market acceptance of a single or a limited number of products, processes,

depend substantially upon our chief executive officer to make all management decisions.

ability to effect a merger or similar business combination or enter into a new business will be dependent upon the efforts of our sole

director and officer, Zindel Zelmanovitch.

Notwithstanding the importance of Mr.

Zelmanovitch, we have not entered into any employment

agreement or other understanding with Mr.

Zelmanovitch concerning compensation or obtained any “key man” life insurance on

any of his life.

The loss of the services of Mr.

Zelmanovitch will have a material adverse effect on achieving our business objectives

We will rely upon the expertise of Mr.

Zelmanovitch and do not anticipate that we will hire additional personnel.

is competition for those private companies suitable for a business combination of the type contemplated by management.

are in a highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a

successful business combination.

We are and will continue to be an insignificant participant in the business of seeking mergers with

joint ventures with and acquisitions of small private and public entities.

A large number of established and well-financed entities,

including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable

target candidates for us.

Nearly all these entities have significantly greater financial resources, technical expertise, and managerial

capabilities than we do;

consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully

completing a business combination.

These competitive factors may reduce the likelihood of our identifying and consummating a successful

business combination.

success is highly dependent on the ability of management to locate and attract a suitable target business opportunity.

nature of our operations is highly speculative.

The success of our plan of operation will depend to a great extent on the operations,

financial condition, and management of the identified business opportunity.

While management intends to seek business combination(s)

with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting

that criterion.

In the event we complete a business combination, the success of our operations may be dependent upon the management of

the successor firm or venture partner firm and numerous other factors beyond our control.

is no assurance of a business combination or other transaction.

assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business

We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently

a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

will change upon the consummation of a business combination.

the closing of a merger or business combination, it is likely our current management will not retain any control or managerial responsibilities.

Upon such an event, Mr.

Zelmanovitch intends to resign from his positions with us.

shareholders will be immediately and substantially diluted upon a merger or business combination.

Articles of Incorporation authorized the issuance of (i) twenty-five thousand (25,000) shares of preferred stock, with a par value of

$1.00 per share, of which none are issued;

and, (ii) ten million (10,000,000) shares of common stock, with a par value of $1.00 per share,

of which a total of 6,082,214 shares have been issued.

To the extent that additional shares of common stock are authorized and issued

in connection with a merger or business combination, our shareholders could experience significant dilution of their respective ownership

Furthermore, the issuance of a substantial number of shares of common stock may adversely affect prevailing market prices,

if any, for the common stock and could impair our ability to raise additional capital through the sale of equity securities.

are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competition for a small number

of business opportunities.

are relatively low barriers to becoming a blank check or shell company.

A newly incorporated company with a single stockholder and sole

officer and director may become a blank check company or shell company by voluntarily subjecting itself to the SEC reporting requirements

by filing and seeking effectiveness of Form 10, thereby registering its common stock pursuant to Section 12(g) of the Securities and

Exchange Act of 1934 with the SEC.

Assuming no comments to the Form 10 have been received from the SEC, that registration statement is

automatically deemed effective 60 days after filing the Form 10 with the SEC.

The relative ease and low cost with which a company can

become a reporting blank check or shell company can increase the number of public companies seeking a business combination, thereby adding

further competition to an already highly competitive market for a limited number of businesses that will consummate a successful business

management will only be able to devote a limited amount of time to seeking a target company or new business, which may adversely impact

our ability to identify a suitable acquisition candidate.

seeking a business combination or developing our business plan, management anticipates devoting only a limited amount of time to the

Company’s affairs in total.

Our sole director and officer, Zindel Zelmanovitch, has not entered into a written employment agreement

with us and is not expected to do so in the foreseeable future.

This limited commitment may adversely impact our ability to identify

and consummate a successful business combination.

If we pursue a business combination or develop our plan of operations, we will need

to have increased management involvement.

There is no assurance that we will be able to expand our management resources to implement

a business combination or business plan.

time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition

with the most attractive private companies.

companies that fail to comply with SEC reporting requirements may delay or preclude acquisition.

The time and additional costs that may

be incurred by some target entities to prepare these statements may significantly delay or essentially preclude the consummation of an

Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be

inappropriate for acquisition.

potential acquisition or a merger with a foreign company may subject us to additional risks.

we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the

United States.

These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies,

trade embargoes, risks related to the shipment of raw materials and finished goods across national borders and cultural and language

Foreign economies may differ favorably or unfavorably from the United States economy in growth of the gross national product,

rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions,

and in other respects.

holdings are controlled by one shareholder which owns approximately 70% of our issued and outstanding stock.

of our issued and outstanding common stock is controlled by Roran Capital, which is beneficially owned by Yitzhak Zelmanovitch, the son

of our sole officer and director, Zindel Zelmanovitch.

As a result, Yitzhak Zelmanovitch can direct the affairs of the Company as the

majority shareholder and there is no assurance that any decisions made through a shareholder vote will be the same decisions that one

or more minority shareholders would make.

Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

may not be able to structure an acquisition to result in tax-free treatment for the companies or their shareholders, which could deter

third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction.

Currently, a transaction may be structured to result in tax-free treatment to both companies, as prescribed by various federal and state

tax provisions.

We intend to structure any business combination to minimize the federal and state tax consequences to both us and the

target entity;

however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization

or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets.

A non-qualifying reorganization could

result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

a blank check company, any registered offering of our securities will have to comply with Rule 419 under the Securities Act of 1933,

which could impact our ability to raise equity funds from investors.

the event we register an offering of our securities with the SEC while we are a blank check company, we will have to comply with Rule

419 under the Securities Act of 1933.

Rule 419 is a cumbersome rule applicable to blank check companies selling penny stocks in a registered

Rule 419 requires that the gross proceeds raised in such an offering be deposited into an escrow account with a financial institution

insured by the FDIC or in a separate bank account established by a registered broker or dealer in which the broker or dealer acts as

trustee for the persons having the beneficial interests in the account.

Furthermore, Rule 419 requires the securities issued to investors

in the blank check offering be issued in the name of such investors, but certificates representing such securities must be deposited

into the escrow account instead of being delivered directly to investors, and the records of the escrow agent, maintained in good faith

and in the regular course of business, must show the name and interest of each party to the account.

The initial registration statement

for the blank check offering shall disclose the specific terms of the offering, including, but not limited to, (i) the terms and provisions

of the escrow or trust agreement and the effect thereof upon the company’s right to receive funds and the effect of the escrow

or trust agreement upon the investor’s funds and securities required to be deposited into the escrow or trust account, including,

if applicable, any material risk of non-insurance of investors’ funds resulting from deposits in excess of the insured amounts;

and, (ii) the obligation of the company to provide, and the right of the purchaser to receive, information regarding an acquisition,

including the requirement that pursuant to Rule 419, investors confirm in writing their investment in the Company’s securities.

Rule 419 imposes certain additional disclosure obligations on companies making blank check offerings.

Due to the requirements of Rule

419 and the fact that investors investing in blank check offerings have no idea if or when an acquisition or merger transaction will

occur, or if the acquisition or merger target is worthy of the investors’ money or risks, it may be difficult for the company to

complete a blank check offering successfully and even if the company is successful in raising funds in such an offering, it may not be

able to find an attractive acquisition or merger candidate.

Therefore, investors in a blank check offering will have their funds at risk

for a prolonged period of time, and they may not be happy with the results of an acquisition or merger if one were to occur.

of our issued and outstanding common stock is controlled by Mr.

Schadel, our sole officer and director.

As a result, Mr.

direct the affairs of the Company as the majority shareholder and there is no assurance that any decisions made through a shareholder

vote will be the same decisions that one or more minority shareholders would make.

Company has a limited operating history.

Company has a limited history of operations and is in the early stage of development.

As such, the Company will be subject to many risks

common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other

resources and lack of revenues.

There is no assurance that the Company will be successful in achieving a return on shareholders’

investment and the likelihood of success must be considered in light of its early stage of operations.

There can be no assurance that

the Company will be able to develop any of its projects profitably or that any of its activities will generate positive cash flow.

Company’s compliance and risk management programs may not be effective.

Company’s ability to comply with applicable laws and rules will be largely dependent on the establishment and maintenance of compliance,

review and reporting systems, as well as the ability to attract and retain qualified compliance and other risk management personnel.

The Company cannot provide any assurance that its compliance policies and procedures will always be effective or that the Company will

be successful in monitoring or evaluating its risks.

In the case of alleged non-compliance with applicable laws or regulations, the Company

could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits,

including by customers, for damages, restitution or other remedies, which could be significant.

Any of these outcomes, individually or

together, may among other things, materially and adversely affect the Company’s reputation, financial condition, investment and

trading strategies, and asset value and the value of any investment in the Company’s common stock.

Company may require additional funds to finance its operations.

funds, raised through debt or equity offerings, may be needed to finance the Company’s future activities.

There can be no assurance

that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable.

to obtain such additional financing could cause the Company to reduce or terminate its operations.

additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer

significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders

of the Company’s common stock.

Any debt financing secured in the future could involve restrictive covenants relating to capital

raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional

capital and to pursue business opportunities.

adoption of digital assets has been limited to date and further adoption is uncertain.

there is relatively small use of digital assets in the retail and commercial marketplace in comparison to relatively large use by speculators,

thus contributing to price volatility that could adversely affect an investment in the Company’s common stock.

Digital assets have

only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets and use of

digital assets by consumers to pay such retail and commercial outlets remains limited.

Conversely, a significant portion of digital asset

demand is generated by speculators and investors seeking to profit from the short- or long-term holding of tokens.

A lack of expansion

by digital assets into the retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction

in the market price of these assets.

Further, if fees increase for recording transactions on these blockchains, demand for digital assets

may be reduced and prevent the expansion of the networks to retail merchants and commercial businesses, resulting in a reduction in the

price of these assets.

value of digital assets may be subject to momentum pricing risk.

pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts

for anticipated future appreciation in value.

Market prices of digital assets are determined primarily using data from various exchanges,

over-the-counter markets, and derivative platforms.

Momentum pricing may have resulted, and may continue to result, in speculation regarding

future appreciation in the value of digital assets, inflating and making their market prices more volatile.

As a result, they may be

more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices,

which could adversely affect the value of the Company’s digital asset holdings and the value of the Company’s common stock.

decline in the adoption and use of digital assets could materially and adversely affect the performance of the Company.

digital assets are a relatively new asset class and a technological innovation, they are subject to a high degree of uncertainty.

a related but separate issue from that of the regulatory environment, the adoption, growth and longevity of any digital asset will require

growth in its usage and in the blockchain for various applications.

A lack of expansion in use of digital assets and blockchain technologies

would adversely affect the financial performance of the Company.

In addition, there is no assurance that any digital assets will maintain

their value over the long term.

Even if growth in the use of any digital assets occurs in the near or medium term, there is no assurance

that such use will continue to grow over the long term.

A lack of expansion of digital assets into the retail and commercial markets,

may result in increased volatility or a reduction in the market price of these assets.

Further, if fees increase for recording transactions

on these blockchains, demand for digital assets may be reduced and prevent the expansion of the networks to retail merchants and commercial

businesses, resulting in a reduction in the price of these assets.

A contraction in use of any digital asset may result in increased

volatility or a reduction in prices, which could materially and adversely affect the Company’s investment and trading strategies,

the value of its assets and the value of any investment in the Company’s common stock.

may invest or spend our cash in ways with which you may not agree or in ways which may not yield a significant return.

Schadel, our sole officer and director and a significant stockholder, has considerable discretion in the use of our cash.

be used for purposes that do not increase our operating results or market value.

Until the cash is used, it may be placed in investments

that do not produce significant income or that may lose value.

The failure of our management to invest or spend our cash effectively

could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

digital assets may be subject to concentration risk.

Concentration

risk is the risk of amplified losses that may occur from having a large portion of our holdings in digital assets.

Digital assets returns

may be highly corelated and may also be Illiquid.

Investments within the same industry, geographic region or security type tend to be

highly correlated, meaning that what happens to one investment is likely to happen to the others.

Digital assets may also be difficult

to sell off quickly.

Should we need quick access to cash and are heavily invested in illiquid securities, we may not be able to tap this

money in a timely or cost-efficient manner.

Related to our Operations

Cyber-attacks,

data breaches or malware may disrupt our operations and trigger significant liability for us, which could harm our operating results

and financial condition, and damage our reputation or otherwise materially harm our business.

a publicly traded company, we may experience cyber-attacks and other attempts to gain unauthorized access to our systems on a regular

There is a risk that some or all of our cryptocurrencies could be lost or stolen as a result of one or more of these incursions.

As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats, and, despite

our implementation of strict security measures and it is impossible to eliminate all such vulnerability.

For instance, we may not be

able to ensure the adequacy of the security measures employed by third parties, such as our service providers.

Efforts to limit the ability

of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may

not be successful.

Such breaches, whether attributable to a vulnerability in our systems or otherwise, could result in claims of liability

against us, damage our reputation and materially harm our business.

have not to date experienced a material cyber-event;

however, the occurrence of any such event in the future could subject us to liability

give rise to legal and/or regulatory action, which could damage our reputation or otherwise materially harm our business, operating results,

and financial condition.

or fraudulent digital assets transactions may be irreversible and we could lose access to our digital assets.

asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient

of the digital assets from the transaction.

Because of the decentralized nature of the blockchain, once a transaction has been verified

and recorded in a block that is added to the blockchain, an incorrect transfer of a digital or a theft thereof generally will not be

reversible, and we may not have sufficient recourse to recover our losses from any such transfer or theft.

It is possible that, through

computer or human error, or through theft or criminal action, our rewards or fees could be transferred in incorrect amounts or to unauthorized

third parties, or to uncontrolled accounts.

Though recent high profile enforcement actions against individuals laundering stolen digital

assets have demonstrated some means of bringing malicious actors to justice for their theft, the stolen digital assets is likely to remain

unrecoverable.

Furthermore, we must possess both the unique public and private keys to our digital wallets to gain access to our digital

assets and the loss of a private key required may be irreversible.

Therefore, if we lose, or if a malicious actor successfully denies

us access to our private keys, we may be permanently denied access to the digital assets held in the wallet corresponding to the lost,

stolen or blocked keys.

Though we have taken and continue to take reasonable steps to secure our private keys.

if we were to lose access

to our private keys or otherwise experience data loss relating to our digital wallets, we could effectively lose access to and the ability

to use our digital assets.

Moreover, we may be unable to secure insurance policies for our digital assets at rates or on terms acceptable

to us, if at all.

To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material

adverse effect on our business, results of operations and financial condition.

business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.

operations require access to high-speed internet to be successful.

If we lose internet access for a prolonged period, we may be required

to reduce our operations or cease them altogether.

If this occurs, our business and results of operations may be materially and adversely

Related to Governmental Regulation and Enforcement

changes or actions may alter the nature of an investment in us or restrict the use of digital assets in a manner that adversely affects

our business, prospects, or operations.

digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets;

certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions,

such as in the U.S., subject the mining, ownership and exchange of digital assets to extensive, and in some cases overlapping, unclear

and evolving regulatory requirements.

Ongoing and future regulatory actions could have a material adverse effect on our business, prospects

or operations.

interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business

or the market for cryptocurrencies.

Office of Financial Assets Control (“OFAC”) of the U.S.

Department of Treasury requires us to comply with its sanction program

and not conduct business with persons named on its specially designated nationals (“SDN”) list.

However, because of the pseudonymous

nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s

Our Company’s policy prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining

the ultimate identity of the individual with whom we transact with respect to selling cryptocurrency assets.

Moreover, the use of cryptocurrencies,

including Bitcoin, as a potential means of avoiding federally-imposed sanctions, such as those imposed in connection with the Russian

invasion of Ukraine.

For example, on March 2, 2022, a group of United States Senators sent the Secretary of the United States Treasury

Department a letter asking Secretary Yellen to investigate its ability to enforce such sanctions vis-à-vis Bitcoin, and on March

8, 2022, President Biden announced an executive order on cryptocurrencies which seeks to establish a unified federal regulatory regime

for cryptocurrencies.

We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency

industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material

adverse effects on our business and our industry more broadly.

Further, we may be subject to investigation, administrative or court proceedings,

and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation

and affect the value of our common stock.

assets may be made illegal in certain jurisdictions which could adversely affect our business prospects and operations.

we do not anticipate any material adverse regulations on digital assets in our jurisdictions of operation, it is possible that state

or federal regulators may seek to impose harsh restrictions or total bans on digital assets which may make it impossible for us to do

Further, although digital assets in general are largely unregulated in most countries (including the United States), regulators

in certain jurisdictions may undertake new or intensify existing regulatory actions in the future that could severely restrict the right

to mine, acquire, own, hold, sell, or use digital assets or to exchange it for traditional fiat currency such as the United States Dollar.

Such restrictions may adversely affect us as the large-scale use of digital assets as a means of exchange is presently confined to certain

regions globally.

Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business,

prospects or operations and potentially the value of digital assets we acquire and thus harm investors.

Company will have to adapt to respond to evolving security risks.

technological change occurs, the security threats to the Company’s digital assets will likely adapt, and previously unknown threats

The ability of the Company and Coinbase to adopt technology in response to changing security needs or trends may pose a challenge

to the safekeeping of their assets.

To the extent that the Company or Coinbase is unable to identify and mitigate or stop new security

threats, The Company’s assets may be subject to theft, loss, destruction or other attack.

majority of the Company’s digital assets are held in Self Custody (Non-Custodial) wallets.

The Company holds the majority of its

digital assets in Self Custody (Non-Custodial) wallets.

These wallets are used to interact with Decentralized Exchanges and other DeFi

focused protocols.

Schadel, our sole officer and director and our majority stockholder, is currently the holder of the private keys

that provide access to these wallets.

Additionally,

the Company from time to time holds assets at Coinbase, a SOC 1/ SOC 2 certified digital asset custodian.

If Coinbase were to be subject

to a malicious attack or otherwise cease its operations, the Company will be at risk of losing the majority of its digital assets.

is no assurance that Coinbase will not be subject to any such attack and there is no guarantee that Coinbase won’t cease its operations.

may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services.

number of companies that provide digital asset-related services have been unable to find banks that are willing to provide them with

bank accounts and banking services.

Similarly, a number of such companies have had their existing bank accounts closed by their banks.

Banks may refuse to provide bank accounts and other banking services to digital asset-related companies, or companies that accept digital

assets, for a number of reasons, such as perceived compliance risks or costs.

The difficulty that many businesses that provide digital

asset-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services

may decrease the usefulness of digital assets as a payment system and harm public perception of digital assets.

Similarly, the usefulness

of digital assets as a payment system and the public perception of digital assets could be damaged if banks were to close the accounts

of many or of a few key businesses providing digital asset-related services.

This could decrease the market prices of digital assets,

and adversely affect the value of the Company’s digital asset holdings and the Company’s common stock.

Company’s business is exposed to the potential misuse of digital assets and malicious actors.

the existence of digital assets, there have been attempts to use them for speculation or malicious purposes.

Although lawmakers increasingly

regulate the use and applications of digital assets, and software is being developed to curtail speculative and malicious activities,

there can be no assurances that those measures will sufficiently deter those and other illicit activities in the future.

technology, such as quantum computing, could lead to a malicious actor or botnet (a voluntary or hacked collection of computers controlled

by networked software coordinating the actions of the computers) being able to alter the blockchain on which digital asset transactions

In such circumstances, the malicious actor or botnet could control, exclude or modify the ordering of transactions, or generate

new digital assets or transactions using such control.

The malicious actor or botnet could double spend its own digital assets and prevent

the confirmation of other users’ transactions for so long as it maintains control.

Such changes could adversely affect an investment

in the Company’s common stock.

security procedures and operational infrastructure of the Company and Coinbase may be breached due to the actions of outside parties,

error or malfeasance of an employee of the Company or Coinbase, or otherwise, and, as a result, an unauthorized party may obtain access

to the Company’s digital asset accounts, private keys, data or tokens.

Additionally, outside parties may attempt to fraudulently

induce employees of the Company or Coinbase to disclose sensitive information in order to gain access to the infrastructure of the Company

As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently,

or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, The Company

may be unable to anticipate these techniques or implement adequate preventative measures.

If an actual or perceived breach of the Company’s

digital assets account occurs, the market perception of the effectiveness of its security protocols could be harmed and the value of

the Company’s common stock could be materially adversely affected.

Company’s use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.

Company’s token selection strategy may rely heavily on the use of proprietary and non-proprietary software, data and intellectual

property of third parties in the digital asset sector.

The reliance on this technology and data is subject to a number of important risks.

For example, the operation of any element of the digital assets network, or any other electronic platform, may be severely and adversely

affected by the malfunction of technology.

For example, an unforeseen software or hardware malfunction could occur as a result of a virus

or other outside force, or as result of a design flaw in the design and operation of the network or platform.

In addition, the underlying

technology of the tokens themselves, may be inactive for periods of time, known as “downtime” and could have serious adverse

effects on our business.

Related to Ownership of Our Common Stock

common stock is a “penny stock” which may restrict the ability of shareholders to sell our common stock in the secondary

SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price, as defined,

of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception

of equity security that is quoted on a national securities exchange.

Our Common Stock is not quoted on a national exchange but is traded

on the OTC Marketplace Pink Sheets (the “Pink Sheets”).

Thus, they are subject to rules that impose additional sales practice

requirements on broker-dealers who sell these securities.

For example, the broker-dealer must make a special suitability determination

for the purchaser of such securities and have received the purchaser’s written consent to the transactions prior to the purchase.

Additionally, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the

penny stock market.

The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered underwriter,

and current quotations for the securities, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact

and the broker-dealer’s presumed control over the market.

Finally, among other requirements, monthly statements must be sent disclosing

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

stock” rules may restrict the ability of our shareholders to sell our common stock in the secondary market.

in our securities could be subject to extreme price fluctuations that could adversely affect your investment.

speaking, the market prices for securities of small publicly traded companies have been highly volatile.

Publicized events and announcements

may have a significant impact on the market price of our common stock.

In addition, the stock market from time to time experiences extreme

price and volume fluctuations that particularly affect the market prices for small publicly traded companies and which are often unrelated

to the operating performance of the affected companies.

we may seek to complete a business combination through a “reverse merger,” we may not be able to attract the attention of

major brokerage firms following such a transaction.

risks may exist since we may assist a privately held business to become public through a “reverse merger”.

Securities analysts

of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase

of our common stock.

No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger

Company in the future.

cannot assure you that following a business combination with an operating business or business start-up, our common stock will be listed

on any securities exchange higher than the Pink Sheets.

our common stock is currently quoted on the Pink Sheet, securities quoted on this trading platform often lack liquidity and analyst coverage,

which may result in lower prices for our common stock than might be obtained in a larger, more established stock exchanges and may also

result in a larger spread between the bid and asked price for our common stock.

Following a business combination or business start-up,

we may seek the listing of our common stock on NASDAQ or any other exchange, which represents a higher listing than the Pink Sheets.

However, we cannot assure you that we will be able to meet the initial listing standards of any of those, or that we will be able to

maintain a listing of our common stock on any stock exchange other than the Pink Sheets.

Until our common stock is listed on the NASDAQ

or another stock exchange, we expect that our common stock would be eligible to continue to trade on the Pink Sheets, where our shareholders

may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock.

for our common stock does not develop or is not sustained, it may be difficult for our shareholders to sell their shares of common stock

at an attractive price or at all.

In the absence of an active trading market for our common stock, shareholders may not be able to sell

their common stock at or above the price at which they acquired the shares or at the time that they would like to sell.

We cannot predict

the prices at which our common stock will trade.

In addition, we cannot assure you that we will be able to meet the initial listing standards

of any national securities exchange, or, if we do meet such initial qualitative listing standards, that we will be able to maintain any

such listing.

In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes

various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers

and accredited investors.

Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further

affect its liquidity.

This would also make it more difficult for us to raise additional capital following a business combination.

is limited, and we may be unable to obtain a listing of our common stock on a more liquid market.

common stock is quoted on the Pink Sheets, which provides significantly less liquidity than a securities exchange (such as the American

or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market).

There is the uncertainty

that we will ever be accepted for a listing on an automated quotation system or national securities exchange.

law contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace or remove

current management and reduce the market price of our stock.

provisions of Nevada law described below may make us a less attractive candidate for acquisition, which may adversely impact the value

of the shares of our capital stock held by our stockholders.

We have not opted out of these provisions in our Bylaws, as permitted under

the Nevada Revised Statutes.

Revised Statutes Sections 78.411 through 78.444 (the “Nevada Combinations Statute”) generally prohibit “combinations”

including mergers, consolidations, sales and leases of assets, issuances of securities and similar transactions by a Nevada corporation

having a requisite number of stockholders of record (of which we are one) with any person who beneficially owns (or any affiliate or

associate of the corporation who within the previous two years owned), directly or indirectly, 10% or more of the voting power of the

outstanding voting shares of the corporation (an “interested stockholder”), within two years after such person first became

an interested stockholder unless (i) the board of directors of the corporation approved the combination or transaction by which the person

first became an interested stockholder before the person first became an interested stockholder or (ii) the board of directors of the

corporation has approved the combination in question and, at or after that time, such combination is approved at an annual or special

meeting of the stockholders of the target corporation, and not by written consent, by the affirmative vote of holders of stock representing

at least 60% of the outstanding voting power of the target corporation not beneficially owned by the interested stockholder or the affiliates

or associates of the interested stockholder.

years after the date the person first became an interested stockholder, the Nevada Combinations Statute prohibits any combination with

that interested stockholder unless (i) the board of directors of the corporation approved the combination or transaction by which the

person first became an interested stockholder before the person first became an interested stockholder or (ii) such combination is approved

by a majority of the outstanding voting power of the corporation not beneficially owned by the interested stockholder or any affiliate

or associate of the interested stockholder.

The Nevada Combinations Statute does not apply to combinations with an interested stockholder

after the expiration of four years from when the person first became an interested stockholder.

there has been limited precedent set for financial accounting of digital assets, the determination that we have made for how to account

for digital assets transactions may be subject to change.

there has been limited precedent set for the financial accounting of cryptocurrencies and related revenue recognition and no official

guidance has yet been provided by the FASB or the SEC, it is unclear how companies may in the future be required to account for cryptocurrency

transactions and assets and related revenue recognition.

A change in regulatory or financial accounting standards could result in the

necessity to change our accounting methods and restate our financial statements.

Such a restatement could adversely affect the accounting

for our newly mined cryptocurrency rewards and more generally negatively impact our business, prospects, financial condition and results

of operations.

Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue our

new strategy at all, which would have a material adverse effect on our business, prospects or operations as well as and potentially the

value of any cryptocurrencies we hold or expects to acquire for our own account and harm investors.

have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses

in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our

financial statements or cause us to fail to meet our periodic reporting obligations.

are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”).

404 requires that we document and test our internal control over financial reporting and issue management’s assessment of our internal

control over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of June 30,

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control — Integrated Framework(2013).

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual

or interim financial statements will not be prevented or detected on a timely basis.

Based on our assessment, as of June 30, 2022, we

concluded that our internal control over financial reporting contained material weaknesses.

To remediate these material weaknesses, our

management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the

material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

believe that these actions will remediate the material weakness.

However, the remediation cannot be deemed successful until the applicable

controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, the accuracy and timeliness of the

filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported

financial information, which could have a negative effect on the trading price of our common stock.

In addition, a material weakness

in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers,

reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have

a material adverse effect on our business, results of operations and financial condition.

sales of our common stock may impact the market price of our common stock.

sales of substantial amounts of our common stock, including shares that we may issue upon exercise of options and warrants, and the resale

of shares by investors who have registration rights, could adversely affect the market price of our common stock.

Furthermore, if we

raise additional funds through the issuance of common stock or securities convertible into our common stock, the percentage ownership

of our shareholders will be reduced, and the price of our common stock may fall.

do not expect to pay dividends for the foreseeable future, and investors must look solely to the stock appreciation for a return on their

investment in us.

have no plans to pay, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

intend to retain all future earnings to fund the development and growth of our business.

Any payment of future dividends will be at the

discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements,

level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the

board of directors deems relevant.

Investors may need to rely on sales of their common stock after price appreciation, which may never

occur, as the only way to realize a return on their investment.

Investors seeking cash dividends should not purchase our common stock.

sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment

to a customer, the broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.

to recommending low-priced, speculative securities to their non-institutional customers, broker-dealers must make reasonable efforts

to obtain information about the customer’s financial status, tax status, investment objectives, and other information.

Under interpretations

of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least

some customers.

The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,

which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

publicly-filed reports are reviewed from time to time by the SEC, and any significant changes or amendments required as a result of any

such review may result in material liability to us and may have a material adverse impact on the trading price of our common stock.

reports and other securities filings of publicly-traded companies are subject to review by the SEC from time to time for the purpose

of assisting companies in complying with applicable disclosure requirements.

The SEC is required, pursuant to the Sarbanes-Oxley Act

of 2002, to undertake a comprehensive review of a company’s reports at least once every three years, although an SEC review may

be initiated at any time.

While we believe that our previously filed SEC reports comply, and we intend that all future reports will comply,

in all material respects with the published rules and regulations of the SEC, we could be required to modify, amend, or reformulate information

contained in our filings as a result of any SEC review.

Any modification, amendment, or reformulation of information contained in such

reports could be significant and result in material liability to us and have a material adverse impact on the trading price of our common

may invest or spend our cash in ways with which you may not agree or in ways which may not yield a significant return.

management has considerable discretion in the use of our cash.

Our cash may be used for purposes that do not increase our operating results

or market value.

Until the cash is used, it may be placed in investments that do not produce significant income or that may lose value.

The failure of our management to invest or spend our cash effectively could result in unfavorable returns and uncertainty about our prospects,

each of which could cause the price of our common stock to decline.

sales of substantial amounts of our common stock, including shares that we may issue upon exercise of options and warrants could adversely

affect the market price of our common stock.

Furthermore, if we raise additional funds through the issuance of common stock or securities

convertible into our common stock, the percentage ownership of our shareholders will be reduced, and the price of our common stock may

UNRESOLVED STAFF COMMENTS

do not currently own any property.

We rent office space month to month from Regus for $281 per month.

We generally work remotely and

we anticipate as we hire additional staff they will also work remotely.

As of October 7, 2022, we believe that our properties are

suitable and adequate to meet our anticipated needs.

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