We are currently a "shell company" with no meaningful assets or operations other than our efforts to identify and merge with an operating company.

Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a "blank check" company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

We are generally in discussions with an operating business regarding potential acquisition or other business opportunities. There is no assurance that we will be able to successfully acquire such company or any company in the near future.

Historical Background

Historically, we were a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent on sales to The Home Depot, Inc. As discussed below in "Discontinued Operations," on September 2, 2003, we discontinued our wood products business.

Discontinued Operations

On September 2, 2003, we terminated our business relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot's prohibition against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we were allowed to sell product, and Home Depot's demands regarding returns of ordered products that we were unwilling to accede to for economic reasons.

General

At present, we are seeking other business opportunities, but we may not be able to identify any such opportunities, and even if we are able to identify other opportunities, we may not be able to capitalize on them or they may not be profitable.





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Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:





Income Taxes

We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

FASB ASC Topic 740, Income Taxes, requires us to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, we must measure the tax position to determine the amount to recognize in our financial statements. We performed a review of our material tax positions in accordance with recognition and measurement standards established by ASC Topic 740 and concluded we had no unrecognized tax benefit that would affect the effective tax rate if recognized for the fiscal years ended April 30, 2022 and 2021.

We include interest and penalties arising from the underpayment of income taxes, if any, in our statements of operations in other general and administrative expenses. As of April 30, 2022 and 2021, we had no accrued interest or penalties related to uncertain tax positions.

Fair Value of Financial Instruments

The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature.





Results of Operations

Since we discontinued our wood products business in 2003, we have had no revenues, including during the years ended April 30, 2022 and 2021.





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Year Ended April 30, 2022 Compared to the Year Ended April 30, 2021

Operating Expenses. Our operating expenses primarily consisted of fees and expenses related to complying with our ongoing SEC reporting requirements, which have consisted of accounting fees and filing fees etc.

For the year ended April 30, 2022, total operating expenses amounted to $71,309 as compared to $50,293 for the year ended April 30, 2021, an increase of $21,016 or 41.8%. The increase was primarily due to an increase in accounting service charges.

Net Loss. During the years ended April 30, 2022 and 2021, we had net loss of $71,309 and $50,293, respectively.

Liquidity and Capital Resources

At April 30, 2022, we did not have any cash, while, we had liabilities of $138,513, and had a working capital deficit of $138,513. We expect to incur continued losses during the fiscal year of 2023, possibly even longer.

For the years ended April 30, 2022 and 2021, net cash used in operating activities amounted to $785 and $0, respectively. We expect to require working capital of approximately $50,000 over the next 12 months to meet our financial obligations.

For the years ended April 30, 2022 and 2021, non-cash used in investing and financing activities was $0 and $61,839, respectively. Non-cash investing and financing activities for the year ended April 30, 2021, consisted of the conversion of related party payable to equity.

We are a shell company with no revenue generating activities. We anticipate that our operating activities will generate negative net cash flows during the fiscal year of 2023. The success of our business plan is dependent upon the availability of additional capital resources on terms satisfactory to management as we are not generating sufficient revenues from our business operations. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and stockholder advances. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed above are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder advances in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.


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