The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020.

This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this Quarterly Report and in our other filings with the Securities and Exchange Commission. See "Cautionary Note Regarding Forward Looking Statements."





Plan of Operations

As of the filing of this Report, it is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable, and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. We are in the process of refining and finalizing the course of action needed to implement our proposed new business operations. As a result, management has not determined our actual short-term or long-term cash requirements, which management expects to be substantial.

We will require substantial financing to commence meaningful business operations and to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development plans, any commercialization efforts or other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to commence our proposed business operations, to continue to grow and support our business and to respond to business challenges could be significantly limited.

Until we finalize our plans and raise capital to execute our business plan, our operations will be minimal, so our operating expenses will be similarly limited. Our pre-operational expenses have been and will continue to be funded by private placements of our debt and equity securities and loans from our majority shareholder.





1






Critical Accounting Policies

Our financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (US GAAP). Our fiscal year ends December 31.

This Management's Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses for the reporting periods. On an ongoing basis, we evaluate such estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ (perhaps significantly) from these estimates under different assumptions or conditions.

While all the accounting policies impact the financial statements, certain policies may be viewed to be critical. Our management believes that we do not have any significant accounting policies, given we had no meaningful operations as of March 31, 2021.





2






Results of Operations



Revenues

We had no revenues for the three months ended March 31, 2021 and 2020.





Expenses

Operating costs for the three months ended March 31, 2021 were $75,000, compared to $174,000 for the three months ended March 31, 2020. The expenses in 2021 primarily included audit, filing, legal and transfer agent fees and consulting fees paid to outside third parties.





Net loss

Net loss for the three months ended March 31, 2021 and 2020 was $92,000 and $476,000, respectively, consisting primarily of filing fees, transfer agent costs, legal and accounting expenses, and financing costs.

Liquidity and Capital Resources





Our financial position as of March 31, 2021 and December 31, 2020 were as
follows:



Working Capital



                                         As of                  As of
                                     March 31, 2021       December 31, 2020

          Current Assets            $         13,000     $             2,000
          Current Liabilities              1,207,000               1,325,000
          Working Capital Deficit   $     (1,194,000 )   $        (1,323,000 )

At March 31, 2021, we had cash of approximately $11,000 and prepaid expenses of approximately $2,000. Working capital deficit decreased by approximately $129,000 from December 31, 2020 to March 31, 2021. The increase was primarily due to increase in cash and cash equivalent used in operations approximately $11,000, decrease in our accounts payable and accrued expenses of approximately $208,000, increase in convertible promissory notes from new issuances with total proceeds of $50,000, and increase in notes payable from issuances of notes with total proceeds of $40,000.





3






Cash Flows



                                                     For the Three Months Ended
                                                              March 31,
                                                       2021               2020

   Net cash from Operating Activities              $     (79,000 )     $  (117,000 )
   Net cash from Investing Activities                          -                 -
   Net cash from Financing Activities                     90,000                 -
   Increase (decrease) in Cash during the Period          11,000          (117,000 )
   Cash, Beginning of Period                                   -           123,000
   Cash, End of Period                             $      11,000       $     6,000

Our net cash used in operating activities was $79,000 and $117,000 for three-month period ended March 31, 2021 and 2020, respectively, resulting from operating expenses.

Plan of Operations and Cash Requirements

It is the current intention of the board of directors for our company to develop and manufacture next generation high-performance computer systems that are scalable, upgradeable, and cost effective for processing cryptocurrencies, crypto-tokens, and other blockchain-based transactions. As of the filing of this Report, our management is in the process of refining and finalizing the course of action needed to implement our proposed new business operations. As a result, management has not determined our actual short-term or long-term cash requirements, which management expects to be substantial.

We will require substantial financing to commence meaningful business operations and to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development plans, any commercialization efforts or other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to commence our proposed business operations, to continue to grow and support our business and to respond to business challenges could be significantly limited.

Until we finalize our plans and raise capital to execute our business plan, our operations will be minimal, so our operating expenses will be similarly limited. Our pre-operational expenses have been and will continue to be funded by private placements of our debt and equity securities or by loans from our majority shareholder.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

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