You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report. The following information contains forward-looking statements. (See "Forward-Looking Statements" below.)





FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company's views with respect to future events based upon information available to it at this time. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements. The words "anticipates," "believes," "estimates," "expects," "plans," "projects," "targets," and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.





General

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

The Report of Independent Registered Public Accounting Firm on the Company's December 31, 2021 audited financial statements addresses an uncertainty about the Company's ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations.

The report further indicates that these factors raise substantial doubt about the Company's ability to continue as a going concern. At March 31, 2022, the Company had a working capital deficit of $607,592 and an accumulated deficit since inception of $1,109,206. The Company incurred net losses of $21,679 and $28,175 for the three months ended March 31, 2022 and 2021, respectively. The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.

The Three Months ended March 31, 2022 compared to March 31, 2021

The Company did not conduct any operations during the three-month periods ended March 31, 2022 or 2021. At March 31, 2022, the Company had cash and total current assets in the amount of $554, compared to $734 at December 31, 2021. At March 31, 2022, the Company had total current liabilities of $608,146, compared to $586,647 at December 31, 2021. The Company had a working capital deficit of $607,592 at March 31, 2022 compared to $585,913 at December 31, 2021.

The Company did not generate revenues during the three-month periods ending March 31, 2022 or 2021. The Company incurred general and administrative expenses of $10,714 during the three months ended March 31, 2022, compared to $13,940 during the three months ended March 31, 2021. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company's corporate status.

The Company incurred other expenses of $10,965 during the three months ended March 31, 2022 compared to $14,235 during the three months ended March 31, 2021.

Total other income and expenses consist of interest expense related to the notes payable due from the Company.

The Company incurred a net loss of $21,679 during the three months ended March 31, 2022, compared to a net loss of $28,175 during the three months ended March 31, 2021.

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had an accumulated deficit of $1,109,206 as of March 31, 2022.


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Liquidity and Capital Resources

Net cash used by operating activities was $3,330 and $3,600 during the three months ended March 31, 2022 and 2021, respectively.

Net cash provided by investing activities was $-0- during both the three months ended March 31, 2022 and 2021.

Net cash provided by financing activities was $3,150 and $3,400 during the three months ended March 31, 2022 and 2021, respectively.

Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans, or contributions from its stockholders in order to pay its operating costs. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate. The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company. However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.



Critical Accounting Policies

Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor's understanding of the Company's financial and operating status.

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