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.

In the furtherance of our acquisition efforts, on January 30, 2023, we entered into the Exchange Agreement, which we subsequently amended and restated on February 17, 2023, with aX and certain aX shareholders to acquire approximately 96.6% of the outstanding common stock of aX in exchange for shares common stock collectively representing approximately 96% of our common stock. The closing is subject to certain closing conditions, and no assurance can be given that the transaction will close. See above under "Potential Acquisition of aX" for more information about the Exchange Agreement and aX's business.





Plan of Operation

The Company has no operations from a continuing business in 2022 other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report. We are currently in the process of working with aX in an effort to close the Exchange in order to maintain OTC Pink Market quotation for our common stock and continue as an operating business. As more fully described above, aX is a digital advertising company with a focus on operating tdX, a digital ad trading and analytics platform that enables uses to determine and execute marketing campaigns designed to access their target audience using channels that are customized to result in an optimal marketing campaign. aX also offers adjacent services in this regard, including creative ad preparation and data analytics, with personnel and software for such purposes.

Results of Operations For the Fiscal Year ended November 30, 2022 compared with the Fiscal Year ended November 30, 2021

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 2022 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, 2022 or 2021. We expect this trend to persist until we can acquire an operating business. Management has not determined how the Company will proceed in the event it is unable to close the acquisition of aX by the March 28, 2023 OTC Markets deadline.





Operating Expenses

The Company incurred operating expenses of $73,581 and $135,556 during the fiscal years ended November 30, 2022 and 2021, respectively. The operating expenses in 2022 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

The Company recorded interest expense in the amount of $0 and $1,125 during the years ended November 30, 2022 and 2021, respectively. The 2021 interest expenses were incurred in connection with the 2020 and 2021 Accelerated Online Agreements described in Note 5 to the financial statements contained in this report. The 2020 Accelerated Online Agreement was terminated effective January 4, 2021, and the 2021 Accelerated Online Agreement was terminated effective June 1, 2021. During the year ended November 30, 2022, consulting fees due to Accelerated Online in the amount of $37,500 and accrued interest of $1,125 were forgiven, resulting in a gain on forgiveness of debt in the amount of $38,625, compare to $0 in the prior year.





                                       9

--------------------------------------------------------------------------------


  Table of Contents



Net Loss

During the fiscal years ended November 30, 2022 and 2021, the Company recorded a net loss of $34,956 and $136,681, respectively. The decrease was due to the gain on forgiveness of debt in the amount of $38,625 during the year ended November 30, 2022.





Preferred Stock Dividend

The Company recorded non-cash dividends on its Series A in the amounts of $100,000 during the fiscal year ended November 30, 2021, in connection with a beneficial conversion feature. There was no dividend recorded during the current period because the Company changed its accounting policy for beneficial conversion features with the adoption of ASU 2020-06 effective December 1, 2021.

Liquidity and Capital Resources

Cash Flows used by Operating Activities:

For the fiscal year ended November 30, 2022, net cash flows used in operating activities was $65,133. Net cash flows used in operating activities was $108,553 for the year ended November 30, 2021. As of November 30, 2022, we had $48,154 in cash as compared to $73,287 in cash as of November 30, 2021.

For the fiscal year ended November 30, 2022, net cash flows from financing activities were $40,000, before deducting legal fees and related offering expenses, consisting of proceeds from the sale of 20,000 shares of Series A on November 2, 2022. 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 on September 28, 2021.

Each share of the Series A is convertible into 20 shares of the Company's common stock, par value $0.001 per share.

For the year ended November 30, 2021, 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. There was no dividend recorded during the current period because the Company changed its accounting for beneficial conversion features with the adoption of ASU 2020-06 effective December 1, 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. A closing condition under the Exchange Agreement is that we enter into the Series A SPA to receive $750,000 at closing and the balance 90 days later. Such capital will be deployed to fund the operations and business objectives of aX on a post-transaction basis, as the aX management, who following the closing will become the Company's management, may determine.

Following the Exchange, we expect we will need to raise additional capital in the future. 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.

Unless the aX Exchange or another acquisition transaction closes, 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.





                                       10

--------------------------------------------------------------------------------

Table of Contents

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, 2022 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.

© Edgar Online, source Glimpses