Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not
historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the
Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified
by the use of terms such as "August," "will," "expect," "believe," "anticipate," "estimate,"
"approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to
the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. Any forward-looking statements represent management's best judgment as to what April occurs in the future.
However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations and events and those presently anticipated or projected.
We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated events.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our
officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans;
however, we August adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
RECENT EVENTS
Change-in Control . Effective March
18, 2025, there occurred a change in control of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control
Agreement”), Jiang Jian acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares”) from Wiktor
Moroz. The Acquired Shares represent approximately 68.82% of the outstanding shares of the Company’s common stock and constitute
voting control of the Company. The total consideration paid by Mr. Jian for the Acquired Shares was $362,315 in cash. In conjunction with
the Change-in-Control Agreements, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of the Company and
Jiang Jian was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company.
Debt Forgiveness . Effective March
18, 2025, in connection with the Change-in-Control Agreement, the Company’s former sole officer and director, Wictor Moroz, forgave
all amounts owed to him by the Company, a total amount of $114,731 in principal and interest.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming
that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of
assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to
meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt
securities.
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Three Months Ended April 30, 2025:
During the three months ended April 30, 2025,
we did not generate any revenues.
Our net income for the three months ended April
30, 2025, was $98,283, which was comprised of $16,448 in operating expenses, which was offset by $114,731 in debt forgives (other income).
Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
During the three months ended April 30, 2024,
we did not generate any revenues.
Our net loss for the three months ended April
30, 2024, was $19,622. Operating expenses consist of mainly professional fees, consulting expenses and depreciation expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2025, our total assets were $30,456
consisting of Mobile Application and Website Development, net of accumulated amortization. Due to debt forgiveness of $114,731 during
the three months ended April 30, 2025, we had $-0- in liabilities as of April 30, 2025.
Cash Flows from Operating Activities
We have never generated positive cash flows from
operating activities.
Our cash flows from operating activities for the
three months ended April 30, 2025 and 2024, respectively, were:
Three Months
Ended
April 30, 2025
Three Months
Ended
April 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$ 98,283
$ (19,622 )
Adjustment to reconcile net income (loss) to cash provided by operating activities
Accumulated amortization
–
(2,049 )
Forgiveness of debt
(114,731 )
–
Increase/Decrease related to Prepaid Expenses
2,050
–
CASH FLOWS USED IN OPERATING ACTIVITIES
$ (14,398 )
$ (21,671 )
Cash Flows from Investing Activities
We did not generate any cash flows from investing
activities during the three months ended April 30, 2025 and 2024, respectively.
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Cash Flows from Financing Activities
Our cash flows from financing activities for the
three months ended April 30, 2025 and 2024, respectively, were:
Three Months
Ended
April 30, 2025
Three Months
Ended
April 30, 2024
CASH FLOWS FROM FINANCING ACTIVITIES
Related Party Loans
$ 14,362
$ 16,300
Interest payable
–
1,025
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
14,362
17,325
Net increase in cash and equivalents
(36 )
(4,346 )
Cash and equivalents at beginning of the period
36
4,452
Cash and equivalents at end of the period
$ –
$ 106
Plan of Operation and Funding
We expect that working capital requirements will
continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements
are expected to increase in line with the growth of our business.
Existing working capital, further advances and
debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no
lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private
placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business;
and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter,
we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances
of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights,
preferences or privileges senior to our common stock. Additional financing August not be available upon acceptable terms, or at all. If
adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new
business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise
additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale
of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for
additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements
in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do
not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
are material to investors.
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Going Concern
The financial statements have been prepared "assuming
that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments
in the ordinary course of business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No report required.
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