The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our financial statements (and notes related thereto) and other more detailed financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion and analysis of our financial condition and results of operations together with such financial statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of our Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements.

OVERVIEW OF OUR PERFORMANCE AND OPERATIONS

Our Business and Recent Developments

Fuel Doctor Holdings, Inc. ("Fuel Doctor", "We", or the "Company") was incorporated in the State of Delaware on March 25, 2008 under the name Silver Hill Management Services, Inc. On September 1, 2011, our name was changed to Fuel Doctor Holdings, Inc. to more accurately reflect the nature of our operations. At that time. On or about August 8, 2009, our primary business focus was to offer business support services to proprietors, entrepreneurs, and small business owners. By offering a full suite of outsourced business processes including project management, database and information storage, document management services, and finance and accounting services. The Company discontinued the development of its business support services on August 24, 2011. On or about March 8, 2021, the Company filed a Form 10-12g with the SEC and became once again subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

The Company has since been seeking a merger target and has been evaluating various opportunities.

On January 6, 2022, Amitai Weiss, Asaf Itzhaik and Moshe Revach were appointed to fill existing vacancies on the Company's Board of Directors in accordance with the written consent of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the Company. In addition, on January 6, 2022, Amitai Weiss was appointed as the Chief Executive Officer of the Company and on January 26, 2022, Gadi Levin was appointed Chief Financial Officer of the Company.

On January 7, 2022, Deanna Johnson resigned as an officer and as a director of the Company.

From April 1, 2022 and through to May 11, 2022, the Company received $110,000 from investors in a private placement to purchase shares of common stock at $0.003 per share. As of the date of this report, no shares of common stock have been issued.



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Employees

As of the date of this Form 10-Q filing, we have no employees.

Results of Operations for the three months ended March 31, 2022 and March 31, 2021





Revenues

We have generated revenues of $0 and $0 for the three months ended March 31, 2022 and March 31, 2021, respectively.





Operating expenses

Operating expenses for the three months ended March 31, 2022 were $11,286 compared with $3,348 for the three months ended March 31, 2021. The increase in operating expenses in 2022 is as a result of increased activity by the Company to pursue a potential acquisition of a company. Professional fees increased by $8,346, from $1,654 for the three months ended March 31, 2022 to $10,000 for the three months ended March 31, 2022 and general office expenses decreased by $408, from $1,694 for the three months March 31, 2021 to $1,286 for the three months ended March 31, 2022.





Loss from operations

Operating loss before income tax for the three months ended March 31, 2022 was $11,286, an increase of $7,938 for the comparable period of March 31, 2021. This increase was primarily attributable to professional fees, that included accountant and auditor fees.





Net loss

The net loss for the three months ended March 31, 2022 was $11,286, compared to a net loss of $3,348 for the three months ended March 31, 2021. This increase was primarily attributable to professional fees. The net loss in 2021 was primarily attributable to professional fees.





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Liquidity and Capital Resources

As of December 31, 2021 and March 31, 2022, the Company's cash balance was $0 and $1,233, respectively.

As of December 31, 2021 and March 31, 2022, the Company's total assets were $0 and $1,233, respectively.

As of December 31, 2021, the Company had total liabilities of $18,857 that consisted of $18,857 in accounts payable and accrued liabilities. These amounts are non-interest bearing, payable upon demand and unsecured.

As of March 31, 2022, the Company had total liabilities of $31,376, that consisted of $11,396 in accounts payable and accrued liabilities and $19,980 in a loan from shareholder. The loan bears interest at 1% per annum and is repayable at the request of the shareholder.

As of December 31, 2021 and March 31, 2022, the Company has a working capital deficit of $18,857 and $30,143, respectively.

From April 1, 2022 and through to May 11, 2022, the Company received $110,000 from investors in a private placement to purchases shares common stock to be issued at a price of $0.003 per share. As of the date of this report no .shares of common stock have been issued.

Working Capital and Cash Flows





Working Capital                                    March 31,       March 31,
                                                     2022            2021

Current Assets                                   $     1,233     $        -
Current Liabilities                                   31,376          15,916
Working Capital (deficit)                        $   (30,143 )   $   (15,916 )

Cash Flows                                         March 31,       March 31,
                                                        2022            2021

Cash Flows from (used in) Operating Activities $ (18,747 ) $ - Cash Flows from (used in) Financing Activities 19,980

              -

Net Increase (decrease) in Cash During Period $ 1,233 $ -

Cash Flows from Operating Activities

During the three months ended March 31, 2022 and March 31, 2021, the Company used $18,747 and $0, respectively, in cash for operating activities.

Cash Flows from Financing Activities

During the three months March 31, 2022 and March 31, 2021, the Company generated $19,980 and $0, respectively, in cash received from financing activities.





                                       15

Critical Accounting Policies





 Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

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, as of the date of this filing had $1,233 in cash and has not generated any revenues from operations to date. For the last three months ending March 31, 2022, our operating expenses were $11,286. In the previous two fiscal years our operating expenses were $5,089and $28,785 in the years ended December 31, 2020 and December 31, 2021 respectively, consisting primarily of professional fees, administrative expenses and filing fees. The ongoing expenses of the Company will be related to seeking out a suitable acquisition as well as mandatory filing requirements including our reporting requirements under the Securities Exchange Act of 1934 upon effectiveness of this registration statement.

The Company continues to rely on borrowings and financings either arranged by the Company's President or through entities controlled by the President. In the next 12 months we expect to incur expenses equal to approximately $20,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company's Exchange Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company's auditors in the transaction, possible changes in the Company's capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company's ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

The Company may consider 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. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. 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 officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. 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.





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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.

The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking 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.

We have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company, through its various contacts and affiliations with other entities will locate a business combination target. We expect that funds in the amount of approximately $20,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.

The effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company's ability to operate under the going concern. It is possible that our company will have issues relating to the current situation that will need to be considered by management in the future. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.







                                       17

Off-Balance Sheet Arrangements

We have not entered into 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 and would be considered material to investors.





Default on Notes

There are currently no notes in default.

Other Contractual Obligations

As of the year ended December 31, 2021 and the three months ended March 31, 2022, we did not have any contractual obligations.

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