You should read the following discussion together with our financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors.






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Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:





    ?   discuss our future expectations;
    ?   contain projections of our future results of operations or of our
        financial condition; and
    ?   state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.





Plan of Operations

As of December 31, 2022, the Company is a shell company as defined in Rule 12b-2 of the Exchange Act. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management's plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our management has not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.






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We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to ensure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses.

Recent Events/Change in Fiscal Year End

As previously reported, effective March 23, 2023 (the "Closing Date"), the Company closed a share exchange pursuant to a Stock Exchange Agreement (the "Stock Exchange Agreement"), with Apple iSports, Inc. ("AiS"), a Delaware corporation and the shareholders of AiS pursuant to which AiS became a wholly owned subsidiary of the Company. Please refer to the Company's Form 8-K which was filed with the Securities and Exchange Commission on March 24, 2023. As a result of the AiS transaction, we are no longer a shell company as defined under federal securities laws.

In connection with the AiS transaction, effective March 23, 2023, the Company changed its year end from April 30 to December 31. As a result of this change, we are filing this Transition Report on Form 10-KT for the eight-month transition period ended December 31, 2022. References to any of our previous fiscal years mean the fiscal years ending on April 30th.





Results of Operations

The Company has not conducted any active operations since October 31, 2008. No revenue has been generated by the Company for the eight months ended December 31, 2022 and 2021. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company's plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the eight months ended December 31, 2022, the Company had a net loss of $33,901 which comprised of general and administrative expenses including legal, accounting, audit, and other professional service fees incurred in relation to the filing of the Company's periodic reports on Form 10-K and Form 10-Q and other filings with the Securities and Exchange Commission.

For the eight months ended December 31, 2021 the Company had a net loss of $39,777 which comprised of general and administrative expenses including legal, accounting, audit, and other professional service fees incurred in relation to the filing of the Company's periodic reports on Form 10-K and Form 10-Q.

The $5,876 decrease in net loss for the current eight month period was due to decreased legal, accounting and audit fees in connection with the Company's filings with the Securities and Exchange Commission.

Liquidity and Capital Resources

As of December 31, 2022, the Company had assets of $3,096 in respect of cash and an equity investment. The Company's current liabilities as of December 31, 2022 totaled $184,952, comprising $23,850 in accounts payable and accrued liabilities, and $161,102 in advances from a related party.






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The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.





The following is a summary of the Company's cash flows from operating,
investing, and financing activities for the eight month periods ended December
31, 2022 and 2021:



                                                         Eight
                                                        Months             Eight
                                                         Ended          Months Ended
                                                       December         December 31,
                                                       31, 20222      2021 (unaudited)

Net Cash Used in Operating Activities                 $   (40,965 )   $        (39,628 )
Net Cash Used in Investing Activities                 $         -     $              -
Net Cash Provided by Financing Activities             $    38,880     $         44,550
Net Change in Cash and Cash Equivalents               $    (2,165 )   $          4,922




Operating Activities

During the eight month period ended December 31, 2022, the Company incurred a net loss of $33,901 which, after adjusting for accounts payable and accrued liabilities of ($7,064) and related party loans of $38,800, resulted in net cash of ($2,165) being used in operating activities during the period. By comparison, during the eight month period ended December 31, 2021, the Company incurred a net loss of $39,777 which, after adjusting for accounts payable and accrued liabilities of $149, and related party loans of $44,550 resulted in net cash of $4,922 being used in operating activities during the period.





Investing Activities

During the eight month period ended December 31, 2022 and 2021, the Company had no cash flows from investing activities.





Financing Activities

During the eight month period ended December 31, 2022, the Company received $38,800 in advances from the Company's then majority shareholder. By comparison, during the eight month period ended December 31, 2021, the Company received $44,550 in advances from the Company's then majority shareholder.

Our financial statements reflect the fact that we do not have any revenue to cover expenses. We are at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Our auditors have issued a going concern opinion on our financial statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States ("GAAP") requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have not identified any critical accounting estimates. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 1 - Summary of Significant Accounting Policies and Basis of Presentation of the accompanying consolidated financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

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