The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

Forward-Looking Statements



This quarterly report contains forward-looking statements and information
relating to us that are based on the beliefs of our management as well as
assumptions made by, and information currently available to, our management.
When used in this report, the words "believe," "anticipate," "expect,"
"estimate," "intend", "plan" and similar expressions, as they relate to us or
our management, are intended to identify forward-looking statements. These
statements reflect management's current view of us concerning future events and
are subject to certain risks, uncertainties and assumptions, including among
many others: a general economic downturn; a downturn in the securities markets;
federal or state laws or regulations having an adverse effect on proposed
transactions that we desire to effect; Securities and Exchange Commission
regulations which affect trading in the securities of "penny stocks"; and other
risks and uncertainties. Should any of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described in this report as anticipated, estimated or
expected. The accompanying information contained in this registration statement,
including, without limitation, the information set forth under the heading
"Management's Discussion and Analysis or Plan of Operation - Risk Factors"
identifies important additional factors that could materially adversely affect
actual results and performance. You are urged to carefully consider these
factors. All forward-looking statements attributable to us are expressly
qualified in their entirety by the foregoing cautionary statement.

Overview



We are a presently a shell company (as defined in Rule 12b-2 of the Exchange
Act) whose plan of operation over the next twelve months is to seek and, if
possible, acquire an operating business or valuable assets by entering into a
business combination. We will not be restricted in our search for business
combination candidates to any particular geographical area, industry or industry
segment, and may enter into a combination with a private business engaged in any
line of business, including service, finance, mining, manufacturing, real
estate, oil and gas, distribution, transportation, medical, communications, high
technology, biotechnology or any other. Management's discretion is, as a
practical matter, unlimited in the selection of a combination candidate.
Management will seek combination candidates in the United States and other
countries, as available time and resources permit, through existing associations
and by word of mouth. This plan of operation has been adopted in order to
attempt to create value for our shareholders. For further information on our
plan of operation and business, see PART I, Item 1 of our Annual Report on Form
10-K for the year ended December 31, 2021.

Plan of Operation



We do not intend to do any product research or development. We do not expect to
buy or sell any real estate, plant or equipment except as such a purchase might
occur by way of a business combination that is structured as an asset purchase,
and no such asset purchase currently is anticipated. Similarly, we do not expect
to add additional employees or any full-time employees except as a result of
completing a business combination, and any such employees likely will be persons
already then employed by the company acquired.

The Company's business plan consists of exploring potential targets for a
business combination through the purchase of assets, share purchase or exchange,
merger or similar type of transaction. We anticipate no operations unless and
until we complete a business combination as described above.

9




Nine Months Ended September 30, 2022 Compared to September 30, 2021



The following table summarizes the results of our operations during the nine
months ended September 30, 2022 and September 30, 2021 and provides information
regarding the dollar and percentage increase or (decrease) from the current
nine-month period to the prior nine-month period:

                                                                                        Percentage
                                     9/30/2022         9/30/2021        Increase/        Increase
           Line Item                (unaudited)       (unaudited)       (Decrease)      (Decrease)

Revenues                                       -                 -                -               -
Operating expenses                        43,871            32,133           11,738            36.5 %
Net loss                                  54,417            66,367          (11,950 )          18.0 %

Loss per share of common stock     $       (0.01 )   $       (0.01 )              -               -



We recorded a net loss of $54,417 for the nine months ended September 30, 2022
as compared with a net loss of $66,367 for the nine months ended September 30,
2021. The principal reason for the increase in Operating Expenses was an
increase in professional fees, partially offset by the elimination of the
Fountainhead Capital Management Limited advisory fee effective as of September
30, 2021.

Liquidity and Capital Resources



We had $20,870 cash on hand at September 30, 2022 and had no other assets to
meet ongoing expenses or debts that may accumulate. Since inception, we have
accumulated a deficit of $1,262,933. As of September 30, 2022, we had $53,540 in
liabilities and a negative working capital of $32,670.

We have no commitment for any capital expenditure and foresee none. However, we
will incur routine fees and expenses incident to our reporting duties as a
public company, and we will incur expenses in finding and investigating possible
acquisitions and other fees and expenses in the event we make an acquisition or
attempt but are unable to complete an acquisition. Our cash requirements for the
next twelve months are principally for accounting expenses and other expenses
related to making filings required under the Securities Exchange Act of 1934,
which should not exceed $50,000 in the fiscal year ending December 31, 2022. Any
travel, lodging or other expenses which may arise related to finding,
investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.

We will only be able to pay our future obligations and meet operating expenses
by raising additional funds, acquiring a profitable company or otherwise
generating positive cash flow. As a practical matter, we are unlikely to
generate positive cash flow by any means other than acquiring a company with
such cash flow. We believe that management members or shareholders will loan
funds to us as needed for operations prior to completion of an acquisition.
Management and the shareholders are not obligated to provide funds to us,
however, and it is not certain they will always want or be financially able to
do so. Our shareholders and management members who advance money to us to cover
operating expenses will expect to be reimbursed, either by us or by the company
acquired, prior to or at the time of completing a combination. We have no
intention of borrowing money to reimburse or pay salaries to any of our
officers, directors or shareholders or their affiliates. There currently are no
plans to sell additional securities to raise capital, although sales of
securities may be necessary to obtain needed funds. Our current management has
agreed to continue their services to us and to accrue sums owed them for
services and expenses and expect payment reimbursement only.

Should existing management or shareholders refuse to advance needed funds,
however, we would be forced to turn to outside parties to either loan money to
us or buy our securities. There is no assurance whatever that we will be able at
need to raise necessary funds from outside sources. Such a lack of funds could
result in severe consequences to us, including among others:

? failure to make timely filings with the SEC as required by the Exchange Act,

which also probably would result in suspension of trading or quotation in our

stock and could result in fines and penalties to us under the Exchange Act;

? curtailing or eliminating our ability to locate and perform suitable

investigations of potential acquisitions; or

? inability to complete a desirable acquisition due to lack of funds to pay legal

and accounting fees and acquisition-related expenses.





We hope to require potential candidate companies to deposit funds with us that
we can use to defray professional fees and travel, lodging and other due
diligence expenses incurred by our management related to finding and
investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree

to
make such a deposit.

10





Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. We had $32,670 negative working
capital as of September 30, 2022, we had an accumulated deficit of $1,262,933
incurred through September 30, 2022 and recorded a loss of $54,417 for the first
nine months of 2022 and a loss of $90,021 from operations for the fiscal year
ended December 31, 2021. These factors, among others, raise substantial doubt
regarding the Company's ability to continue as a going concern. The continuation
of the Company as a going concern is dependent upon the continued financial
support from its shareholders or the ability of the Company to obtain necessary
equity financing to continue operations. The financial statements do not include
any adjustments that might result from the uncertainty about our ability to
continue our business. Given the Company's limited resources and limited access
to capital, there is little the Company can do to address this issue until it
identifies and completes a transaction with a third party. There is no guarantee
that such a transaction can be completed, and if one is completed, that it will
be on terms which are beneficial to shareholders or alleviate the substantial
doubt about the Company's ability to continue as a going concern. The Company's
plan to alleviate the going concern issue is to continue to seek out a merger
partner which has the financial resources to address the going concern issue.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19)
originated in Wuhan, China, and has since spread to a number of other countries,
including the United States. On March 11, 2020, the World Health Organization
characterized COVID-19 as a pandemic. While the Company presently has no ongoing
operations or employees, this situation could limit the market for a merger
partner for a strategic business combination. Any of these uncertainties could
have a material adverse effect on the business, financial condition or results
of operations.

Off-Balance Sheet Arrangements



We do not have 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 that is material to investors.

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