FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Set forth below are certain of our important accounting policies. For a full explanation of these and other of our important accounting policies, see Note 2 to Notes to the Financial Statements in our Form 10-K filed with the SEC on June 28, 2022.





Going Concern Considerations

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to US GAAP, which contemplate continuation of our Company as a going concern.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation.

We have generated no revenues to date and have an accumulated deficit of $1,277,687 as of December 31, 2022. The continuation of our Company as a going concern is dependent upon the continued financial support from our stockholders, our ability to raise equity or debt financing, and the attainment of profitable operations from our Company's future business. These factors raise substantial doubt regarding our ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our Company's plan of action over the next twelve months is to raise capital.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.









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Derivative Financial Instruments

We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.





RESULTS OF OPERATIONS

We have limited operational history. From our inception on July 26, 2013 to December 31, 2022, we have not generated any revenues. Until such time as we generate revenues, we anticipate we will incur losses.

Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021





Operating Expenses

During the three months ended December 31, 2022, we incurred operating expenses of $62,110 compared to $60,010 in the previous year. The increase in expenses was caused by a slight increase in professional fees.





Other Income and Expense

In the 2021 period, we reported debt discount amortization ($41,914) and a gain on extinguishment of debt ($14,000), neither of which occurred in the 2022 period. In 2022 we reported derivative expense of $19,410 compared to derivative income of $35,747 in 2021, all related to our indebtedness to Mambagone as explained in Note 5 to the accompanying financial statements. In 2022 we reported other income of $3,000 as described in Note Debt 9 to the accompanying financial statements.





Net Loss

Our net loss for the three months ended December 31, 2022 of $84,393 ($0.00 per share) compares to a net loss of $58,050 ($0.00 per share) in the previous year.









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Nine Months Ended December 31, 2022 Compared to Nine Months Ended December 31, 2021





Operating Expenses

During the nine months ended December 31, 2022, we incurred operating expenses of $195,111 compared to $202,607 in the previous year. The 2021 period contains an expense in the amount of $5,581 resulting from our issuance of common stock under the Services Agreement described in Note 8 to the accompanying financial statements. There is no such expense in the 2022 period. In addition, professional fees were slightly lower in the 2022 period compared to 2021.





Other Income and Expense

Interest expense was $103 lower in the 2022 period versus 2021. In the 2022 period, we reported derivative expense of $7,454 compared to derivative income of $112,651 in the 2021 period, all related to our indebtedness to Mambagone as explained in Note 5 to the accompanying financial statements. Debt discount amortization in the 2022 period was $55,581 compared to $124,510 in 2021. The 2021 period contained a gain of extinguishment of debt of $14,000 (none in 2022) while the 2022 period contained other income of $3,000 as described in Note 9 to the accompanying financial statements (none in 2021).





Net Loss

Our net loss for the nine months ended December 31, 2022 of $272,701 ($0.01 per share) compares to a net loss of $218,124 ($0.01 per share) in the previous year.

LIQUIDITY AND CAPITAL RESOURCES

Since our initial share issuances, our company has been unable to raise significant additional equity funds, forcing us to rely on cash advances and debt financing to meet operating needs. We have no cash on hand at December 31, 2022 and we will be required to raise additional funds to execute our current plan of operation. As discussed in Note 5 to the accompanying financial statements, although we have a credit line agreement with Mambagone, S.A de C.V. ("Mambagone"), they are no longer honoring additional required advances under the agreement. At present, we have no commitment from anyone to contribute funds to our Company. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us.

We had hoped to raise the capital that we require through the private placement of our securities or through loans. However, we have not received any financing commitments and there is no guarantee that we will be successful in so doing.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We do not intend to hire any employees at this time.





CASH FLOWS



Operating Activities

During the nine months ended December 31, 2022, we used cash of $165,579 for operating activities compared to $171,507 during the same period in 2021. The decrease in cash used was mainly attributable to the fact that our increased net loss was more than offset by changes in non-cash expenses in both periods of derivative income/expense and amortization of debt discount and the 2021 gain on extinguishment of debt.









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Investing Activities

There were no investing activities during the nine-month periods ended December 31, 2022 and 2021.





Financing Activities

Borrowings from related parties increased to $165,228 in the 2022 period from $73,200 in the comparable 2021 period.





Trends

We have no revenue generating operations and have no prospects of generating any revenue without making some form of acquisition. Otherwise, we are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term or short term.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.





Inflation

The effect of inflation on our revenues and operating results has not been significant.

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