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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2008-09-15 · 34 added, 550 removed, 0 unchanged (100% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

PLAN OF OPERATION.

following is management’s discussion and analysis of certain significant factors

that have affected our financial position and operating results during the

periods included in the accompanying consolidated financial statements, as

as information relating to the plans of our current management.

includes forward-looking statements.

Generally, the words “believes,”

“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”

“continue,” and similar expressions or the negative thereof or comparable

terminology are intended to identify forward-looking statements.

Such statements

are subject to certain risks and uncertainties, including the matters set forth

in this report or other reports or documents we file with the Securities and

Exchange Commission from time to time, which could cause actual results or

outcomes to differ materially from those projected.

Undue reliance should not

placed on these forward-looking statements which speak only as of the date

We undertake no obligation to update these forward-looking

following discussion and analysis should be read in conjunction with our

consolidated financial statements and the related notes thereto and other

financial information contained elsewhere in this Form 10-K.

Accounting Policies and Estimates

prepare our consolidated financial statements in accordance with accounting

principles generally accepted in the United States of America.

The preparation

of these financial statements requires the use of estimates and assumptions

affect the reported amounts of assets and liabilities and the disclosure of

contingent assets and liabilities at the date of the financial statements and

the reported amount of revenues and expenses during the reporting period.

management periodically evaluates the estimates and judgments made.

bases its estimates and judgments on historical experience and on various

factors that are believed to be reasonable under the circumstances.

results may differ from these estimates as a result of different assumptions

following critical accounting policies affect the more significant judgments

estimates used in the preparation of the Company’s consolidated financial

Based Compensation

December 2004, the FASB issued a revision of SFAS No.

123 ("SFAS No.

that requires compensation costs related to share-based payment transactions

be recognized in the statement of operations.

With limited exceptions, the

amount of compensation cost will be measured based on the grant-date fair value

of the equity or liability instruments issued.

In addition, liability awards

will be re-measured each reporting period.

Compensation cost will be recognized

over the period that an employee provides service in exchange for the award.

123(R) replaces SFAS No.

123 and is effective as of the beginning

January 1, 2006.

Based on the number of shares and awards outstanding as of

December 31, 2005 (and without giving effect to any awards which may be granted

in 2006), we do not expect our adoption of SFAS No.

123(R) in January 2006

have a material impact on the financial statements.

123(R)-5 was issued on October 10, 2006.

The FSP provides that instruments

were originally issued as employee compensation and then modified, and that

modification is made to the terms of the instrument solely to reflect an equity

restructuring that occurs when the holders are no longer employees, then no

change in the recognition or the measurement (due to a change in classification)

of those instruments will result if both of the following conditions are met:

There is no increase in fair value of the award (or the ratio of intrinsic

value to the exercise price of the award is preserved, that is, the holder

made whole), or the antidilution provision is not added to the terms of the

award in contemplation of an equity restructuring;

All holders of

same class of equity instruments (for example, stock options) are treated in

The provisions in this FSP shall be applied in the first reporting

period beginning after the date the FSP is posted to the FASB website.

Company has adopted SP FAS 123(R)-5 but it did not have a material impact on

consolidated results of operations and financial condition.

Policies and Estimates

preparation of our financial statements in conformity with accounting principles

generally accepted in the United States of America requires our management

make certain estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities

the date of the financial statements and the reported amounts of revenues and

expenses during the reporting period.

management periodically evaluates the estimates and judgments made.

bases its estimates and judgments on historical experience and on various

factors that are believed to be reasonable under the circumstances.

results may differ from these estimates as a result of different assumptions

in accordance with the use of accounting principles generally accepted in the

United States of America, our actual realized results may differ from

management’s initial estimates as reported.

A summary of significant accounting

policies are detailed in notes to the financial statements which are an integral

component of this filing.

adopted the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB)

104, which provides guidance on the recognition, presentation and disclosure

of revenue in financial statements.

Financial Instruments

use derivative instruments to hedge exposures to cash flow, market, or foreign

currency risks.

the terms of convertible debt and equity instruments that we issue to determine

whether there are embedded derivative instruments, including the embedded

conversion option, that are required to be bifurcated and accounted for

separately as a derivative financial instrument.

When the risks and rewards

any embedded derivative instrument are not “clearly and closely” related to the

risks and rewards of the host instrument, the embedded derivative instrument

generally required to be bifurcated and accounted for separately.

convertible instrument is debt, or has debt-like characteristics, the risks

rewards associated with the embedded conversion option are not “clearly and

closely” related to that debt host instrument.

The conversion option has the

risks and rewards associated with an equity instrument, not a debt instrument,

because its value is related to the value of our common stock.

the host instrument is considered to be “conventional convertible debt” (or

“conventional convertible preferred stock”), bifurcation of the embedded

conversion option is generally not required.

However, in certain circumstances,

if the instrument is not considered to be conventional convertible debt (or

conventional convertible preferred stock), bifurcation of the embedded

conversion option may be required.

Generally, where the ability to physical

net-share settle the conversion option is deemed to be not within our control,

the embedded conversion option is required to be bifurcated and accounted for

a derivative financial instrument liability.

connection with the sale of convertible debt and equity instruments, we may

issue freestanding options or warrants.

Additionally, we may issue options

warrants to non-employees in connection with consulting or other services they

Although the terms of the options and warrants may not provide for

net-cash settlement, in certain circumstances, physical or net-share settlement

may be deemed to be out of our control and, accordingly, we may be required

account for these freestanding options and warrants as derivative financial

instrument liabilities, rather than as equity.

financial instruments are required to be initially measured at their fair value.

For derivative financial instruments that shall be accounted for as liabilities,

the derivative instrument is initially recorded at its fair value and is then

re-valued at each reporting date, with changes in the fair value reported as

charges or credits to income.

circumstances where the embedded conversion option in a convertible instrument

may be required to be bifurcated and there are also other embedded derivative

instruments in the convertible instrument that are required to be bifurcated,

the bifurcated derivative instruments are accounted for as a single, compound

derivative instrument.

embedded derivative instrument is to be bifurcated and accounted for as a

liability, the total proceeds received will be first allocated to the fair

of the bifurcated derivative instrument.

If freestanding options or warrants

were also issued and are to be accounted for as derivative instrument

liabilities (rather than as equity), the proceeds are next allocated to the

value of those instruments.

The remaining proceeds, if any, are then allocated

to the convertible instrument itself, usually resulting in that instrument

recorded at a discount from its face amount.

In circumstances where a

freestanding derivative instrument is to be accounted for as an equity

instrument, the proceeds are allocated between the convertible instrument and

the derivative equity instrument, based on their relative fair

identification of, and accounting for, derivative instruments is complex.

Derivative instrument liabilities are re-valued at the end of each reporting

period, with changes in fair value of the derivative liability recorded as

charges or credits to income in the period in which the changes occur.

options, warrants and bifurcated conversion options that are accounted for

derivative instrument liabilities, we determine the fair value of these

instruments using the Black-Scholes option pricing model, binomial stock price

probability trees, or other valuation techniques, sometimes with the assistance

of a valuation consultant.

These models require assumptions related to the

remaining term of the instruments and risk-free rates of return, our current

common stock price and expected dividend yield, and the expected volatility

our common stock price based on not only the history of our stock price but

the experience of other entities considered comparable to us.

The identification

of, and accounting for, derivative instruments and the assumptions used to

them can significantly affect our financial statements.

derivatives (convertible debentures) issued on August 16, 2007 have been

accounted for in accordance with Statement of Financial Accounting Standards

133, “Accounting

for Derivative Instruments and Hedging Activities”

133”) and the related interpretations.

133, as amended and the

Financial Accounting Standards Board Emerging Issues Task Force Issue

for Derivative Financial Instruments Indexed to, and Potentially Settled in,

Company’s Own Stock”

the August 16, 2007 transaction in which Lextra acquired a majority interest

us, our existing agreement dated August 10, 1993 between us and Air Brook

Limousine, Inc., then one of our stockholders, was terminated.

This agreement

had provided that Air Brook Limousine would fund our operations for as long

Air Brook Limousine deemed necessary and was financially able to do so.

time of the closing, we owed Air Brook Limousine $340,000, which payable was

acquired by Lextra.

Lextra thereafter agreed to forgive our $340,000 obligation

in return for 6,800,000 shares of our common stock.

The disclosures below relate

to our operations before the closing of this transaction and the current state

of our affairs.

2007, Air Brook Limousine notified us that it had experienced extraordinary

increases in the cost of performing certain agreements under which it paid

wholly-owned subsidiary, A.B.

Park & Fly, Inc., commissions from Air Brook

Limousine’s operation of two airport ground transportation terminals in New

Jersey and advised us of its intent to cancel the contracts.

settlement of issues, we entered into an Agreement and Plan of Reorganization

dated March 8, 2007, pursuant to which, among other things, we agreed that

Park & Fly would be merged with and into a wholly-owned subsidiary of Air

Brook Limousine and the separate existence of A.B.

Park & Fly would cease.

In consideration for the preceding, Air Brook Limousine delivered to us 150,000

shares of our common stock, which we canceled as outstanding

6, 2007, we filed a Form 8-K with the Securities and Exchange Commission

concerning a material definitive agreement dated as of June 26, 2007 concerning

prospective changes in control of us.

We and certain shareholders who owned

controlled more than 51.16% of our issued and outstanding shares of common

and Lextra entered into this agreement pursuant to which, among other things,

Lextra would (a) acquire 1,165,397 shares of our common stock from the selling

shareholders for $116,500;

(b) acquire from Air Brook Limousine the $340,000

receivable discussed above;

and (c) pay certain expenses in connection with

transaction in the amount of $43,500.

Upon consummation of the proposed

transactions, including the exchange of the $340,000 receivable for 6,800,000

our common stock, Lextra would own more than 51.16% of our issued and

outstanding shares of common stock and would be deemed in control of

to this Agreement, R.

Thomas Kidd, Chief Executive Officer of Lextra would

appointed as our sole director, effective as of the closing of the agreement.

addition, Donald M.

Petroski and Jeffrey M.

Petroski, comprising our then

current directors, agreed to tender their respective resignations as our

directors effective as of the closing date.

agreement also provided that Donald M.

Petroski would also tender his

resignation as our president and chief financial officer and Jeffrey M.

would also tender his resignation as our treasurer and secretary.

The agreement

also provided that following the resignations of Donald M.

Petroski and Jeffrey

Petroski as our officers, our board of directors would elect R.

as our chief executive officer.

All of these transactions occurred on August

16, 2007, Lextra Management Group, Inc., an event management company, acquired

51.16% of our issued and outstanding common stock pursuant to an Agreement

June 26, 2007 by and among Lextra, our company and certain of our principal

stockholders.

Pursuant to the terms of this agreement, at the closing, Lextra

acquired (a) 1,165,397 shares representing 51.16% of the issued and outstanding

shares of our common stock from the selling stockholders for an aggregate

purchase price of $116,500 and (b) an outstanding accounts receivable due to

Brook Limousine by us in the amount of $340,000.

At the closing, Air Brook

Limousine cancelled the agreement dated August 10, 1993 under which Air Brook

Limousine stipulated that it would fund our operations for as long as Air Brook

Limousine deemed necessary and as long as it was financially able.

acquisition of 51.16% of our issued and outstanding shares may be deemed to

change in control of our company.

16, 2007, we issued 6,800,000 shares of our common stock to Lextra in exchange

for the forgiveness of the $340,000 receivable.

21, 2007, we acquired all of the assets of Lextra pursuant to an Asset Purchase

Agreement dated August 21, 2007, in exchange for the issuance of 2,000,000

shares of common stock to Lextra and the forgiveness of our $500,000 loan to

The assets of Lextra were transferred to our wholly-owned subsidiary,

SportsQuest Management Group, Inc.

result of the foregoing transactions, Lextra acquired beneficial ownership

9,965,397 shares of our common stock, which represents a 90% ownership

16, 2007, to obtain funding for our ongoing operations, we entered into a

Securities Purchase Agreement with AJW Partners, LLC, AJW Master Fund, Ltd.

New Millennium Capital Partners II, LLC, all accredited investors, for the

of (i) up to $1,500,000 in secured convertible notes, which bear interest at

rate of 8% per year, and (ii) warrants to purchase 10,000,000 shares of our

common stock at an exercise price of $0.25 per share at any time through August

Under the agreements, we received $500,000 on August 16, 2007,

$500,000 was disbursed within five days of the filing of the registration

statement and $500,000 will be disbursed when the registration statement became

The secured convertible notes mature three years from the date of

issuance and are convertible into our common stock, at the selling stockholder’s

option, at 60% of the average of the three lowest intraday trading prices for

the common stock on a principal market for the 20 trading days before but not

including the conversion date;

provided, however, such percentage shall increase

to 70% in the event that the registration statement becomes effective on or

before a date to be negotiated by us and the selling stockholders owning secured

convertible notes.

17, 2007, we entered into a Stock Issuance, Assumption and Release Agreement

with Greens Worldwide Incorporated, a vertically integrated sports marketing

management company, engaged in owning and operating sports entities and their

support companies, and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified

Partners, LLC and New Millennium Capital Partners II, LLC.

The transaction

closed August 17, 2007.

Pursuant to the agreement, Greens Worldwide issued

390,000 shares of its Series A Convertible Preferred Stock, par value $10.00

share, which shares are convertible into 249,600,000 shares of its common stock,

to us in exchange for our assumption of 50% of Greens Worldwide’s indebtedness

to the four investors referenced above.

Under the terms of the agreement, the

four investors released Greens Worldwide from its obligations.

In consideration

for such release, we issued to the four investors’ successors, AJW Partners,

LLC, AJW Master Fund, Ltd.

and New Millennium Capital Partners II, LLC, callable

secured convertible notes with an aggregate face amount of $3,903,750, including

interest, and Greens Worldwide issued to the three successor investors callable

secured convertible notes with an aggregate face amount of $3,903,750, including

The notes are due and payable on March 22, 2010 and are convertible

into our common stock or the common stock of Greens Worldwide, as applicable,

a 75% discount to the then current fair market value.

The issuance of the Series

A Convertible Preferred Stock to us under the agreement resulted in a change

control of Greens Worldwide because the terms of the preferred stock entitle

to elect a majority of the members of the Greens Worldwide board of directors.

In addition, our ability to vote our shares of preferred stock on an

as-converted basis assures our control of any matters presented to the holders

of Greens Worldwide common stock.

20, 2007, we entered into an Agreement for the Exchange of Stock with

Zaring-Cioffi Entertainment, LLC, a full-service production company of

talent-based special events, and its members, ZCE, Inc.

and Q-C Entertainment,

The closing is subject to the conversion of Zaring-Cioffi Entertainment,

LLC to a California Corporation and completion of our due diligence.

terms of the agreement, we agreed to purchase 100% of the issued and outstanding

shares of the California corporation in exchange for that number of shares

our common stock with a total value of $500,000, with the number of shares

computed by dividing the prior to closing average five day closing price of

common stock into the sum of $500,000.

In addition, we agreed to pay to ZCE,

$150,000 in cash at closing and to issue warrants to ZCE Inc.

Entertainment, LLC to purchase our common stock according to the following

100,000 shares at a strike price of $0.50 per share expiring December

31, 2007, 100,000 shares at a strike price of $1.00 per share expiring December

31, 2008, and 200,000 shares at a strike price of $1.50 per share expiring

December 31, 2009.

23, 3007, the Company entered into an Investment Agreement (the “Investment

Agreement”) with Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted

company (“Dutchess”).

The Investment Agreement provides for the Company’s right,

subject to certain conditions, to require Dutchess to purchase up to $50,000,000

of the Company’s common stock at a seven percent discount to market over the 36

month period following a registration statement covering such common stock

declared effective by the Securities and Exchange Commission.

condition to entering into the Investment Agreement, the Company and Dutchess

entered into a Registration Rights Agreement, dated as of August 23, 2007 (the

“Registration Rights Agreement”).

As set forth in the Registration Rights

Agreement, the Company has agreed to file a registration statement with the

Securities and Exchange Commission within 45 days after the date of the

Registration Rights Agreement to cover the resale by Dutchess of the shares

the Company’s common stock issued pursuant to the Investment Agreement.

Company has agreed to initially register for resale 10,000,000 shares of its

common stock which would be issuable on the date preceding the filing of the

registration statement based on the closing bid price of the Company’s common

stock on such date and the amount reasonably calculated that represents common

stock issuable to other parties as set forth in the Investment Agreement except

to the extent that the Securities and Exchange Commission requires the share

amount to be reduced as a condition of effectiveness.

The Company has

further agreed to use all commercially reasonable efforts to cause the

registration statement to be declared effective by the Securities and Exchange

Commission within 120 days after the date of the Registration Rights Agreement

and to keep such registration statement effective until the earlier to occur

the date on which (a) Dutchess shall have sold all of the shares of common

issued or issuable pursuant to the Investment Agreement;

or (b) Dutchess has

right to acquire any additional shares of common stock under the Investment

September 25, 2007, pursuant to a Bring Down Agreement and Amendment (the “Bring

Down and Amendment”), among the Company, Zaring/Cioffi Entertainment, Inc., Zce,

David Quinn (“Quinn”) and Jeff Merriman Cohen (“Cohen”), Quinn and Cohen, the

sole members of Q-C, assumed the rights, obligations, and liabilities of Q-C

under the Exchange Agreement, as amended by the Bring Down and Amendment.

the terms of the Exchange Agreement, as amended by the Bring Down and Amendment,

the Company purchased 100% of the issued and outstanding shares of Zaring-Cioffi

from its shareholders, ZCE, Quinn and Cohen, in exchange for the issuance of

409,836 shares of restricted common stock of the Company to ZCE and 409,836

shares of restricted common stock of the Company to Cohen and Quinn, which

in the aggregate was valued at $500,000.

In addition, the Company issued

warrants (the “Warrants”) to purchase an aggregate 400,000 shares of restricted

common stock of the Company to the shareholders of Zaring-Cioffi according

the following Schedule:

shares to each of ZCE and Quin Cohen at a strike price of $0.50 per share

expiring December 31, 2007;

50,000 shares to each ZCE and Quin and Cohen at

strike price of $1.00 per share expiring December 31, 2008;

and 100,000 shares

to each of ZCE and Quin and Cohen at a strike price of $1.50 per share expiring

December 31, 2009.

Quin and Cohen received, at no cost, a Bronze Level sponsorship position (or

equivalent) at all Zaring-Cioffi events through 2009.

Bring Down and Amendment, the Company, Zaring-Cioffi, ZCE, Cohen and Quin also

made the representations and warranties set forth in the Exchange Agreement

of closing and agreed that the representations and warranties would not survive

targeted several other sports entities for acquisition and believe that we

be successful in an acquisition strategy to grow our sports marketing platforms,

but no assurance can be given that we will achieve our objectives..

executed an agreement with NewsUSA to provide a presenting title media

sponsorship in the form of $10 million of print and radio media for promotion

us and our subsidiaries.

In connection with that agreement, the Company is

obligated to issue shares of its restricted common stock.

The agreement was

cancelled by mutual agreement in August, 2008.

compete with many providers of sports entertainment events.

There are many

management and sports marketing firms with more resources, operating history

projects than we have.

believes that we have no direct golf tour competitors.

We do not consider the

PGA Tour a competitor because the PGA Tour has more resources, player names,

broader television rights agreements, and is the governing body for Professional

Golf in the United States.

Because of these factors we cannot compete with

many golf mini tours throughout the United States, none of which have our

amenities, television and media coverage, operational expertise, or funding.

such, they do not represent any significant competition to us.

OF OPERATIONS

Period Ended May 31, 2008

for Period Ended May 31, 2008 was $15,750..

This revenue is directly the result

of changes in the Company's strategic direction in core operations.

to aggressively pursue and devote its resources and focus its direction in

building asset value.

further refocused in new acquisitions to increase our revenues and cash flow.

and administrative expenses for the Period Ended May 31, 2008 was $994,708

increase is attributed to the Company's increase in acquisitions and issuance

stock for compensations and issuance of warrants with convertible debt.

expense for period ended May 31, 2008 increased to $245,643.

This increase

result of embedded warrants in certain bond and loan payables of our subsidiary

SportsQuest, Inc.

which required us to accrue for the beneficial conversations

feature in theses derivatives.

for period ended May 31, 2008 decreased to ($1,406,796).

The increase in loss

due to the increase in non cash transactions for services rendered and warrants

issued for convertible debt.

benefit was recorded on the expected operating loss for period ended May 31,

2008 as required by Statement of Financial Accounting Standards No.

Accounting for Income Taxes.

For the quarter ended we do not expect to realize

deferred tax asset and it is uncertain, therefore we have provided a 100%

valuation of the tax benefit and assets until we are certain to experience

profits in the future to fully realize the tax benefit and tax

AND CAPITAL RESOURCES

operating requirements have been funded primarily on its sale of media content,

financing facilities, and sales of our common stock.

During the period ended

31, 2008, our net proceeds from the media content were $15,750.

the cash flows are inadequate to repay the capital obligations and have relied

upon the sale of common stock to sustain its operations.

(used) operating activities for the period ended May 31, 2008 was $312,489.

have focused on core operations which results in an increase in acquisitions.

However we are still operating in a deficit.

We have depreciation expenses

the period ended May 31, 2008 of $394.

(used) in investing activities was (179,937) for the period ended May 31, 2008.

We have advanced to affiliates of $179,937.

provided by financing activities was $327,910 for the period ended May 31,

Financing activities primarily consisted of proceeds from bond and loan payables

from third parties.

We do not have adequate cash flows to satisfy its

obligations although have improved cash flow and anticipates have adequate

flows in the upcoming fiscal period.

We received proceeds from our bond issuance

of $70,448, we received proceeds from our loan payables of $255,205.

October 31, 2007 the Company’s open convertible secured note balance was

$662,860, listed as follows:

16, 2007, the Company entered into a Securities Purchase Agreement (the

“Purchase Agreement”), by and among the Company and AJW Partners, LLC, AJW

Master Fund, Ltd.

and New Millennium Capital Partners II, LLC (collectively,

“Air Brook Investors”).

The transactions contemplated by the Purchase Agreement

will result in a funding of a total of $1,500,000 into the Company.

Purchase Agreement provided for the sale by the Company to the SportsQuest

Investors of callable secured convertible notes with an aggregate face amount

$1,500,000, plus interest (the “Facility Notes”).

The Air Brook Investors

purchased from the Company at closing Facility Notes with an aggregate face

amount of $500,000 and are required to purchase additional Facility Notes with

an aggregate face amount of $500,000 from the Company upon each of (i) the

filing of the registration statement required by the Registration Rights

Agreement and (iii) the declaration of effectiveness of such registration

statement by the Securities and Exchange Commission.

The Facility Notes accrue

interest at a rate of 8% per year, require quarterly interest payments in

certain circumstances related to the market price of the Company’s common stock,

and are due and payable on August 16, 2010 (the “Maturity Date”).

The Company is

not required to make any principal payments until the Maturity Date, but it

the option to prepay the amounts due under the Facility Notes in whole or in

part at any time, subject to the payment of varying prepayment penalties

depending on the time of such prepayment, as set forth in the Facility Notes.

The Facility Notes are convertible into common stock of the Company at a

discount to the then current fair market value of the Company’s common stock, as

set forth in the Facility Notes.

addition, the Purchase Agreement provided for the issuance by the Company to

SportsQuest Investors of warrants to purchase 10,000,000 shares of the Company’s

common stock (the “Warrants”).

Each Warrant permits its holder to acquire shares

of the Company’s common stock at an exercise price of $0.25 per share at any

time through August 16, 2014.

Company recorded discounts of $833,333 related to the $1,000,000 worth of

Facility Notes issued during 2007.

These discounts have been reflected as

additional paid in capital.

present revenues and expenses, we are unable to generate sufficient funds

internally to sustain our current operations.

We must raise additional capital

or other borrowing sources to continue our operations.

It is management’s plan

to seek additional funding through the sale of common stock and the issuance

notes and debentures, including notes and debentures convertible into common

If we issue additional shares of common stock, the value of shares of

existing stockholders is likely to be diluted.

the terms of the convertible secured debentures issued to certain of the

existing stockholders require that we obtain the consent of such stockholders

prior to our entering into subsequent financing arrangements.

be given that we will be able to obtain additional financing, that we will

able to obtain additional financing on terms that are favorable to us or that

the holders of the secured debentures will provide their consent to permit

enter into subsequent financing arrangements.

future revenues and profits, if any, will primarily depend upon our ability

secure sales of our sponsorship and media products.

We do not presently generate

significant revenue from the sales of our products.

Although management believes

that our products are competitive for customers seeking local, regional and

national exposure, we cannot forecast with any reasonable certainty whether

products will gain acceptance in the marketplace and if so by when.

for the limitations imposed upon us respective to the convertible secured

debentures, there are no material or known trends that will restrict either

short term or long-term liquidity.

Sheet Arrangements

have any off balance sheet arrangements that are reasonably likely to have

current or future effect on our financial condition, revenues, results of

operations, liquidity or capital expenditures.

Considerations

numerous factors that affect the business and the results of its operations.

Sources of these factors include general economic and business conditions,

federal and state regulation of business activities, the level of demand for

product services, the level and intensity of competition in the media content

industry, and the ability to develop new services based on new or evolving

technology and the market's acceptance of those new services, our ability to

timely and effectively manage periodic product transitions, the services,

customer and geographic sales mix of any particular period, and our ability

continue to improve our infrastructure including personnel and systems to keep

pace with our anticipated rapid growth.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

hold any derivative instruments but do not engage in any hedging activities.

are in the business of acquiring successfully operating subsidiaries to build

the value of our Company.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

The following discussion should be read in conjunction with our financial

statements, including the notes thereto, appearing elsewhere in this annual report.

The following discussion contains forward-looking

statements that reflect our plans, estimates and beliefs.

Our actual results could differ materially from those discussed in the forward-looking

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally

Accepted Accounting Principles.

Results of Operations

For the year ended December 31, 2025, the Company reported:

· Net loss of $121,640 (2024:

Operating expenses consisted primarily of administrative expenses,

consulting services, and interest expense.

Liquidity and Capital Resources

As of December 31, 2025:

· Working capital deficit:

The Company has funded operations primarily through convertible notes

and equity issuances.

Going Concern

The Company has incurred recurring losses and has limited cash resources.

These factors raise substantial doubt about its ability to continue as a going concern.

Segment Reporting

The company operates as a single operating and reportable segment.

Operating segments are defined as components

of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”)

in allocating resources and assessing performance.

The Company’s chief operating decision maker, its Chief Executive Officer, evaluates

the Company’s performance and allocates resources on a consolidated basis.

Accordingly, the Company has determined that it operates

in a single operating and reportable segment, and therefore, all required financial segment information is presented in the financial

Quantitative and Qualitative Disclosures About Market Risk

The Company has limited exposure to market risk due to its minimal

However, it may be subject to interest rate risk related to outstanding debt.

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 7. Management’s Discussion and Analysis