The Company has no operations or revenue as of the date of this Report. We are a shell company and seeking to acquire another business. Management is exploring

and seeking to identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our Chief Executive Officer has a history of successfully achieving that goal, although no assurances can be given that he can achieve this. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic (including the recent surges of the and "Omicron" variants) on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1.A. - "Risk Factors".





Plan of Operation



The Company has no operations from a continuing business in 2021 other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report. We have terminated our operations in the embroidery industry, and are currently in the process of developing a business plan, including with respect to searching for, evaluating and obtaining a business opportunity in the U.S. or abroad.

Management intends to explore and identify business opportunities within the U.S. or abroad, including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in management and business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A "Risk Factors."

We do not currently engage in any business activities that provide revenue or cash flow. During the next 12 month period we anticipate incurring costs in connection with investigating, evaluating and negotiating potential business combinations, filing SEC reports, and consummating a potential acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

On February 10, 2021, we entered into a non-binding Term Sheet with another company (the "Target") which if consummated would have resulted in the shareholders of the Target owning 87% of the common stock of the Company. The Target does business under the name of TradeFan which is why the Company had increased its authorized common stock and changed its name to "TradeFan, Inc." on March 15,2021. However, in June 2021, the Company decided not to proceed with the transaction.. The Company does not envision any alternative financings occurring in the near term. As of the date of this Report, aside from the foregoing, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, 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 only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated.


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Results of Operations For the Fiscal Year ended November 30, 2021 compared with the Fiscal Year ended November 30, 2020

The following overview of our results of operations should be read in light of the fact that we have no operations pending management's determination of the future direction of the Company, be it by reverse merger or similar business combination or otherwise. The only operations that existed in 2021 related to continuing operations relates to the business of running the Company and include mostly professional fees related to the Company's Exchange Act filings as well as general business expenditures related to finding an acquisition candidate.

Revenue, Cost of Revenue and Gross Profit

We had no revenue for the fiscal years ended November 30, 2021 or 2020. We expect this trend to persist until we can locate and acquire an operating business.





Operating Expenses



Included in continuing operations, we incurred operating expenses of $135,556 and $139,360 during the fiscal years ended November 30, 2021 and 2020, respectively. The operating expenses in 2021 were mainly due to the professional fees related to the Company's Exchange Act filings and general operating expenditures of running the Company.





Other Income and Expenses


We incurred interest expense of $1,125 and $59 during the fiscal years ended November 30, 2021 and 2020, respectively, in connection with a loan made to the Company by an entity controlled by the Company's Chief Executive Officer. The Company also recorded an impairment of long-lived assets in the amount of $9,729 during the fiscal year ended November 30, 2020 in connection with assets utilized in its embroidery business. There was no such charge during the current period.





Net Loss



During the fiscal years ended November 30, 2021 and 2020, we recorded a net loss of $136,681 and $149,148, respectively. The decrease was due to a decrease in the impairment of long-lived assets.





Preferred Stock Dividend


The Company recorded non cash dividends on its Series A Preferred Stock in the amounts of $100,000 and $200,000 during the fiscal years ended November 30, 2021 and 2020, respectively, in connection with a beneficial conversion feature.

Net Loss Available to Common Shareholders

For the reasons above, the Company recorded net losses to common shareholders in the amounts of $236,681 and $349,148, respectively, during the fiscal years ended November 30, 2021 and 2020.

Liquidity and Capital Resources

Cash Flows used by Operating Activities:

For the fiscal year ended November 30, 2021, net cash flows used in operating activities was $108,553. Net cash flows used in operating activities was $126,014 for the year ended November 30, 2020. As of November 30, 2021, we had $73,287 of cash as compared to $81,840 of cash as of November 30, 2020.

For the fiscal year ended November 30, 2021, net cash flows from financing activities was $100,000, before deducting legal fees and related offering expenses, consisting of proceeds from the sale of 50,000 shares of Series A Preferred Stock ("Series A") on September 28, 2021. Management intends to use the proceeds from the sale for general working capital purposes, including the ongoing search for a target business to acquire. For the fiscal year ended November 30, 2020, net cash flows from financing activities was $207,620, consisting of $199,216 net proceeds from the sale of 100,000 shares of Series A and $8,404 received from a related party, which was included in the Konc Related Party Note and subsequently purchased by Mr. Lelong and converted into the Company's common stock.





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The Company received $100,000 in gross proceeds from the sale of the Series A. Each share of the Series A is convertible into 20 shares of the Company's common stock, par value $0.001 per share. The beneficial conversion feature associated with the Series A was considered a dividend to the Series A shareholders. The Company utilized the intrinsic value method to determine the fair value of the beneficial conversion feature associated with this transaction. The value of the beneficial conversion features was capped at the amount of proceeds received, or $100,000; the Company recorded a dividend on the Series A in the amount of $100,000 during the year ended November 30, 2021.

Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target's shareholders which will be very dilutive.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.





COVID-19 Update


To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A "Risk Factors" for more information. While vaccinations beginning in 2021 allowed for the partial reopening of the economy, the recent "Omicron" variant of the virus, as well as reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the potential future impact of the pandemic on our business, our industry and the economy in general.

Off Balance Sheet Arrangements

As of the date of this Report, 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 are material to investors.





Going Concern


The independent registered public accounting firm auditors' report accompanying our November 30, 2021 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. See "Risk Factors- Our independent auditors have expressed doubt about our ability to continue as a going concern" for more information.

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