The following discussion of the Company's historical performance and financial condition should be read together with the financial statements and related notes in "Item 1. Financial Statements" of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See "Item 1A. Risk Factors" of this report for the discussion of risk factors.





Plan of Operations


We had working capital of <$114,965> as of September 30, 2021. We anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company. As announced on April 7, 2021, we may also require additional funding in the future to expand or complete acquisitions. In the event we require additional funding, we plan to raise that through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

We reiterate that the Company's business plan changed significantly and materially in April 2021, during the period for which the financial statements presented hereby cover. As a result, these results do not represent the Company's potential results in the future.





RESULTS OF OPERATIONS


Results of Operations for the Nine months ended September 30, 2021, compared to the Nine months Ended September 30, 2020

We had no revenue for the nine months ended September 30, 2021, compared with $6,750 for the nine months ended September 30, 2020. The decrease in revenue was the result of a change in business model in 2021 as Wookey sold the controlling shares to Phoenixus.

Our operating expenses for the nine months ended September 30, 2021, were $113,995 which consisted of $67,180 for legal and professional fees and general and administrative expenses of $46,815. For the nine months ended September 20, 2020 operating expenses were $121,478 which consisted of $3,757 for amortization of intangibles, legal and professional fees of $53,249, and general and administrative expenses of $64,472. The majority of legal and professional fees following the acquisition by Phoenixus were related to the previously contemplated merger with SevenScore and costs associated with due diligence in evaluating certain assets. The decrease in general and administrative expenses in 2021 is because the expense for 1 million shares granted to Gary Allen in 2020 was nonrecurring.

When 1 million shares of stock which had been granted to Gary Allen in 2020 were cancelled and returned to the company in connection with the sale to Phoenixus in 2021, the previous expense of $59,600 was reversed and recorded as Other Income. Additionally, the forgiveness by Wookey Project Corp & Wookey Search Technologies Corporation of $49,423 which had previously been recorded as Due to Related Party has also been recorded in Other Income for 2021.






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The Company had a net loss of $4,972 for the nine months ended September 30, 2021, compared to net loss of $116,956 for the nine months ended September 30, 2020. The decrease in net loss is primarily because the expense for granting stock to Gary Allen in 2020 was reversed in April of 2021 when those shares were returned and cancelled in connection with the sale of Regnum to Phoenixus. Additionally, amounts paid in 2020 on behalf of Regnum by Wookey Project Corp & Wookey Search Technologies Corporation, both related parties, were forgiven upon sale of Regnum to Phoenixus in April of 2021.

Liquidity and Capital Resources

The Company's cash position was $0 on September 30, 2021, and on September 30, 2020. For nine months ended September 30, 2021, the company's cash needs were met via payments made on its behalf by Wookey Project Corp, and SevenScore which are related parties of the company and were recorded as accounts payable - related party. Upon the sale of the Company to Phoenixus, Wookey forgave the amounts paid on behalf of the Company and those liabilities were removed from the Company's accounting records. Since acquiring the Company, SevenScore, a U.S. subsidiary of Phoenixus, has made payments on behalf of the Company for accounting and audit services, legal fees, and consulting services totaling $95,397 which has been recorded as Due to Related Party at September 30, 2021. As of September 30, 2021, the Company had current assets of $4,000 and current liabilities of $118,965 compared to $4,500 and $54,893, respectively, as of December 31, 2020. This resulted in working capital of <$114,965> on September 30, 2021, and <$50,393> on December 31, 2020.

Net cash used in operating activities amounted to $0 for the nine months ended September 30, 2021, compared to using net cash of $7,444 for the nine months ended September 30, 2020.

Net cash used in investing activities was $0 for the nine months ended September 30, 2021 and $3,772 for the nine months ended September 30, 2020.

Net cash provided by financing activities was $0 for the nine months ended September 30, 2021 and 2020.

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors, or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.






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Critical Accounting Policies


Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are outlined in "Note 1 - Summary of Significant Accounting Policies" to the financial statements included herein.





Critical Accounting Policies:


Emerging Growth Company. Section 107 of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

RECENTLY ISSUED ACCOUNTING STANDARDS

For more information on recently issued accounting standards, see "Note 1 - Summary of Significant Accounting Policies" to the Notes to Financial Statements included herein.

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