Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.

Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022, filed with the Securities and Exchange Commission ("Commission") on September 16, 2022. More broadly, these factors include, but are not limited to:





    ·   We have incurred significant losses and expect to incur future losses;

    ·   Our current financial condition and immediate need for capital;

    ·   Potential significant dilution resulting from the issuance of new
        securities for any funding, debt conversion or any business combination;
        and

    ·   We are a "penny stock" company.




Description of Business

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. As of the date of the period covered by this report, the Company has $463 in cash. 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.






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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.

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.






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Results of Operations

No revenue has been generated by the Company during the three and nine months ended January 31, 2023 and 2022. 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 three months ended January 31, 2023 and 2022

During the three months ended January 31, 2023 and 2022, the Company incurred a net loss of $8,962 and $8,615, respectively, comprised solely of general and administrative expenses, including consulting fees to implement our business plan, accounting and other professional service fees incurred in relation to the preparation and filing of the Company's periodic reports on Form 10-K, Form 10-Q and other reporting requirements.

The $347 increase in general and administrative expenses between the two periods was due to increases of $1,000 in consulting fees, $250 in accounting fees, $200 in audit fees, $50 in bank charges and $49 in share transfer agent fees which were partially offset by a decrease of $1,202 in legal incurred in the three months ended January 31, 2023 as compared to the three months ended January 31, 2022.

For the nine months ended January 31, 2023 and 2022

During the nine months ended January 31, 2023 and 2022, the Company incurred a net loss of $35,184 and $40,940, respectively, comprised solely of general and administrative expenses, including consulting fees to implement our business plan, accounting and other professional service fees incurred in relation to the preparation and filing of the Company's periodic reports on Form 10-K, Form 10-Q and other reporting requirements.

The $5,756 decrease in general and administrative expenses between the two periods was principally due to decreases of $5,750 in accounting fees, $4,500 in audit fees, $4,053 in legal fees, $2,339 in SEC filing fees and $54 in stock transfer agent fess which were partially offset by increases of $9,000 increase in consulting fees, $1,845 in tax return preparation fees and $95 in bank charges incurred in the nine months ended January 31, 2023 as compared to the nine months ended January 31, 2022.

Liquidity and Capital Resources

As of January 31, 2023, the Company had current assets of $463 consisting of all cash. This compares with current assets of $5,161 consisting of all cash as of April 30, 2022. The Company's current liabilities as of January 31, 2023 totaled $183,702: $22,600 relating to accounts payable and accrued liabilities and $161,102 due to related parties. This compares with current liabilities of $153,216 as of April 30, 2022, comprised of $30,914 of accounts payable and accrued liabilities and $122,302 due to related parties. 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 provided by (used in)
operating, investing, and financing activities for the nine months ended January
31, 2023 and 2022:



                                                           Nine Months     Nine Months
                                                              Ended           Ended
                                                           January 31,     January 31,
                                                              2023            2022
Net Cash Used in Operating Activities                      $   (43,498 )   $   (39,640 )
Net Cash Used in Investing Activities                                -               -
Net Cash Provided by Financing Activities                       38,800          44,549
Net Change in Cash                                         $    (4,698 )   $     4,909





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Operating Activities

During the nine months ended January 31, 2023, the Company incurred a net loss of $35,184 which, after adjusting for a decrease in accounts payable of $8,314, resulted in net cash of $43,498 being used in operating activities during the period. By comparison, during the nine months ended January 31, 2022, the Company incurred a net loss of $40,940 which, after adjusting for an increase in accounts payable of $1,300, resulted in net cash of $39,640 being used in operating activities during the period.





Investing Activities

The Company neither generated nor used funds in investing activities during the nine months ended January 31, 2023 and 2022.





Financing Activities

During the nine months ended January 31, 2023, the Company received $38,800 from financing activities by way of a loan from related parties. By comparison, during the nine months ended January 31, 2022, we received $44,549 from financing activities by way of a loan from related parties.

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. No assurances can be given that the Company will be successful in locating or negotiating with any target company or that the related parties will continue to fund the Company's working capital needs. As a result, there is substantial doubt about the Company's ability to continue as a going concern.

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.





Contractual Obligations

None.

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