The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Annual Report on Form 10-K, and should be read in conjunction with such financial statements and related notes included in this report. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the "Forward-Looking Statements" set forth elsewhere in this Annual Report on Form 10-K.

Management's Plan of Operation

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.





Overview

The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

? may significantly reduce the equity interest of our stockholders; ? will likely cause a change in control if a substantial number of our shares of

capital stock are issued, and most likely will also result in the resignation

or removal of our present officer and director; and ? may adversely affect the prevailing market price for our common stock.






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Similarly, if we issued debt securities, it could result in:

? default and foreclosure on our assets if our operating revenues after a

business combination were insufficient to pay our debt obligations; ? acceleration of our obligations to repay the indebtedness even if we have made

all principal and interest payments when due if the debt security contained

covenants that required the maintenance of certain financial ratios or reserves

and any such covenants were breached without a waiver or renegotiations of such

covenants;

? our immediate payment of all principal and accrued interest, if any, if the


  debt security was payable on demand; and
? our inability to obtain additional financing, if necessary, if the debt

security contained covenants restricting our ability to obtain additional

financing while such security was outstanding.

Results of Operations during the year ended June 30, 2021 as compared to the year ended June 30, 2020

We have not generated any revenues during the years 2021 and 2020. We had total operating expenses of $95,028 related to general and administrative expenses during the year ended June 30, 2021 compared to total operating expenses of $56,673 during the year ended June 30, 2020. We incurred interest expense of $8,853 during the year ended June 30, 2021 compared to interest expense of $10,788 during the year ended June 30, 2020. During the year ended June 30, 2021 and 2020, we had a net loss of $103,611 and $67,461, respectively, mainly due to our general and administrative expenses.

Liquidity and Capital Resources

At present, the Company has no business operations and no cash resources other than that provided by our majority shareholder or an affiliated party. We are dependent upon interim funding provided by our majority shareholder or an affiliated party to pay professional fees and expenses. Our majority shareholder and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by our majority shareholder or our affiliated party.

If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by Management and funding provided by our majority shareholder or our affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.

The Company does not currently engage in any business activities that provide cash flow.

During the next 12 months we anticipate incurring costs related to:





? filing of Exchange Act reports.
? franchise fees, registered agent fees and accounting fees,
? Compensation to our Management, and
? investigating, analyzing and consummating an acquisition or business
  combination.

We estimate that these costs will be in the range of five to ten thousand dollars per year, and that we will be able to meet these costs as necessary, to be loaned to us by our majority shareholder or our affiliated party.

As of June 30, 2021 and 2020, we had no current assets. As of June 30, 2021, we had $93,085 in current liabilities consisting of advance from a related party of $59,725, accrued expenses of $25,030, accrued interest due to related parties of $666, and accounts payable of 7,664. As of June 30, 2020, we had $214,961 in liabilities consisting of accounts payable of $3,350, advance from a related party of $28,155, accrued interest due to related parties of $18,456 and a $165,000 in convertible notes.





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On January 6, 2021, Ivo Heiden waived the accrued interests and liabilities of the loan agreement between him and the Company dated September 1, 2017, and two convertible notes (one dated May 1, 2020, the other October 12, 2018) for the total amount of $225,487, and the Company recorded such amount as additional paid in capital accordingly.

We had a negative cash flow from operations of $65,684 during the year ended June 30, 2021 mainly due to a net loss of $103,611 offset by an increase in accounts payable and accrued liabilities of $37,927. We financed our negative cash flow from operations during the year ended June 30, 2021 through advances made by our affiliated party of $65,684.

We had a negative cash flow from operations of $8,324 during the year ended June 30, 2020, mainly due to a net loss of $67,461 offset by an increase in accounts payable and accrued liabilities of $59,137. We financed our negative cash flow from operations during the year ended June 30, 2020 through advances made by our CEO of $8,324.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from New York Listing Management Inc., an affiliated party, and believes it can satisfy its cash requirements so long as it is able to obtain financing from New York Listing Management Inc. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes. On September 1, 2017, we formalized a verbal funding agreement and entered into a loan agreement with Ivo Heiden, our then sole officer and director, under which we receive funding of up to $100,000 for general operating expenses from time-to-time as needed by the Company. The loan bore an interest rate of 8% per annum and was due and payable on a date three hundred sixty-six (366) days from the date of the loan agreement. On May 1, 2020, the loan agreement was extended to September 1, 2021. As of January 6, 2021, the Company has received a total of $34,114 under this loan agreement. On January 6, 2021, Mr. Heiden waived the liabilities as well as the interests owed by the Company.

On March 31, 2021, we entered into a loan agreement with New York Listing Management Inc., a related party, under which we are able to receive funding of up to $200,000 for general operating expenses from time-to-time as needed by the Company. The loan bears an interest rate of 8% per annum and shall be due and payable on a date three hundred sixty-six (366) days from the date of such loan agreement. As of June 30, 2021, the Company has received a total of $59,275 under this loan agreement.

The Company intends to repay the loan from New York Listing Management Inc. at a time when it has the cash resources to do so.

The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors issued an unqualified audit opinion for the years ended June 30, 2021 and 2020 with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of June 30, 2021 and 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of June 30, 2021 and 2020, we did not have any contractual obligations.

Significant Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the years ended June 30, 2021 and 2020, and are included elsewhere in this annual report.

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