Overview

The Company has no operations or revenue as of the date of this Report. Our goal is to pursue discussions with the Target and seek to close its acquisition. However, we cannot assure you we will close the acquisition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis and results of operations are based upon our accompanying financial statements for the fiscal years ended August 31, 2022 and 2021, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Company's financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.





Results of Operations

We are a start-up corporation with no operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to engage in a reverse merger or other business combination or otherwise commence operations. There is no assurance we will ever commence material operations or generate revenue even if we raise all necessary funds.

FISCAL YEAR ENDED AUGUST 31, 2022 COMPARED TO AUGUST 31, 2021

Our net loss for the fiscal year ended August 31, 2022 was $83,208 compared to a net loss of $25,610 during the fiscal year ended August 31, 2021; the Company has not generated any revenue in either period. The increase was due to an increase in general and administrative expenses including professional fees in connection with the preparation of SEC reports and our ongoing search for a business to acquire including one transaction that did not close and resulted in higher legal expenses. Expenses incurred were general and administrative expenses of $91,921 during fiscal year ended August 31, 2022, off set by a gain on forgiveness of debt in the amount of $8,713, compared to $25,610 during the fiscal year ended August 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2022, our total assets were $16,253 consisting of cash. As of August 31, 2021, our total assets were $6,314 consisting of prepaid expenses and cash.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities since inception. For the fiscal year ended August 31, 2022, cash flows used in operating activities were $85,782, consisting of our net loss of $83,208, a non cash gain on forgiveness of debt of $8,713, a decrease in prepaid expenses of $4,279, and an increase in accounts payable of $1,860. Cash flows used in operating activities for the fiscal year ended August 31, 2021 were $29,439, consisting of our net loss of $25,610 and increases of $4,279 in prepaid expenses and $450 in accrued interest.

Cash Flows from Investing Activities

We have not engaged in any investing activities since our inception.


                                       10

--------------------------------------------------------------------------------

Table of Contents

Cash Flows from Financing Activities

For the fiscal year ended August 31, 2022, net cash flows provided by financing activities was $100,000 consisting of proceeds from the issuance of preferred stock. For the fiscal year ended August 31, 2021, net cash flows provided by financing activities was $10,845 consisting of $2,893 in related party advances, $7,050 in related party notes payable, and $1,200 in proceeds from a loan, partially offset by a principal payment of $298 on a loan.

Our existing working capital is not expected to be adequate to fund our operations over the next 12 months. If we close the acquisition of the Target, we will not, with the Target's existing cash resources, meet our working capital needs for the 12 months following the filing of this Report. We have financed operations to date through the proceeds of loans from insiders and the private placement of equity. We expect we will need to raise additional capital to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

On November 3, 2021, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Company's Series A Convertible Preferred Stock (the "Series A") at a purchase price of $1.00 per share (the "Offering"). The Company received $100,000 in gross proceeds from the Offering, before deducting legal fees and related offering expenses. Each share of the Series A is convertible into three shares of the Company's common stock.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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.





Going Concern

There is no historical financial information about us upon which to base an evaluation of our performance. We have no operations and have not generated any revenues. We cannot guarantee we will be successful in acquiring an operating business or commencing material business operations. Our business is subject to risks inherent in the search for and establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

There can be no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms as and when needed, we may be unable to commence, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

© Edgar Online, source Glimpses