ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Executive Overview
We have not recorded revenues from operations since inception and lack
revenues to cover our operating costs. These conditions raise substantial doubt about our ability to continue as a going concern. We are
currently devoting our efforts to obtain capital from management, significant stockholders and/or third parties to cover minimal expenses;
however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term
is dependent upon our ability to find a suitable company and acquire or enter into a merger with such company.
At this time management is unsure what effect the COVID-19 pandemic will
have on our search for companies to acquire or merge with. Since we have minimal operations, the pandemic has not caused any significant
changes to our operations.
The type of business opportunity we acquire or with which we merge will
affect our profitability. We may consider a business which needs to raise additional funds through a public offering, including one that
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. 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 through a public offering.
Our management has 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.
Our management anticipates that we 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.
We anticipate that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages
of available capital. Our management believes that there are numerous 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.
Material Changes in Financial Condition
At August 31, 2021, we had cash of $3,535 and total liabilities of $307,386
compared to cash of $4,735 and total liabilities of $294,610 at May 31, 2021. We have not established an ongoing source of revenue sufficient
to cover our operating costs. During the three-month period ended August 31, 2021 ("2022 three-month period") we relied upon
a stockholder and third parties for advances and notes payable to cover our operating expenses.
These conditions raise substantial doubt about our ability to continue
as a going concern. We are currently devoting our efforts to obtaining capital from management, significant stockholders and/or third
parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue
as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into
a merger with such a company.
During the next 12 months we anticipate incurring costs related to the
filing of Exchange Act reports, and possibly investigating, analyzing and consummating an acquisition. We believe we will be able to meet
these costs through funds provided by management, significant stockholders and third parties.
Material Changes in Results of Operations
We had no revenues during the three-months ended August 31, 2021 and 2020
and continue to rely on advances or loans to fund our operations. Our net loss increased to $13,976 for the 2022 three-month period compared
to $9,278 for the three-month period ended August 31, 2020 ("2021 three-month period"). Management expects net losses to continue
until we acquire or merge with a business opportunity.
Commitments or Obligations
During the fiscal years ended May 31, 2009 and 2010, our Director and President,
Greg L. Popp, loaned an aggregate of $23,500 to the Company. On April 20, 2010, these loans were combined into one promissory note which
carries interest at 8% and is not collateralized. The original promissory note had a due date of June 30, 2014; however, Mr. Popp agreed
to extend the due date of this note and interest to June 30, 2022. The total interest due at August 31, 2021 was $21,687 compared to $21,217
at May 31, 2021.
During the 2022 and 2021 three-month period, a stockholder paid for administrative
and professional services totaling $1,500 and $1,500, respectively, resulting in amounts payable to the stockholder of $7,500 and $6,000
as of August 31, 2021 and May 31, 2021, respectively.
During the 2022 and 2021 three-month period, we borrowed $5,000 and $5,000
from a third party for operating expenses. At August 31, 2021 and May 31, 2021, we owed this third party $74,800 and $69,800, respectively,
with accrued interest of $31,445 and $30,048, respectively. These loans are payable upon demand, are not collateralized and bear interest
at 8% per annum.
The Company owes vendors $2,125 and $100 at August 31, 2021 and May 31,
2021, respectively.
Emerging Growth Company
We qualify as an emerging growth company as that term is used in the Jumpstart
Our Business Startups Act of 2012 (the "JOBS Act"). A company qualifies as an emerging growth company if it has total annual
gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common
equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain
disclosure requirements
In addition, Section 107 of the JOBS Act also 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.