This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of
the Securities Act of 1934, as amended, that involve substantial risks and
uncertainties. These forward-looking statements are not historical facts, but
rather are based on current expectations, estimates and projections about our
industry, our beliefs and our assumptions. Words such as "anticipate,"
"expects," "intends," "plans," "believes," "seeks" and "estimates" and
variations of these words and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors, some of
which are beyond our control and difficult to predict and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this Form 10-
DESCRIPTION OF COMPANY
The Company is a start-up company that was incorporated in
We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and advances from related parties as the sole sources of funds for our operations for the near future.
The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-K.
COMPARISON OF THE YEAR ENDED
Results of Operations
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and notes
thereto for the years ended
Our financial statements are stated in
Going Concern Qualification
Several conditions and events cast substantial doubt about the Company's ability
to continue as a going concern. The Company has incurred cumulative net losses
of
8 Table of Contents Our operating results for the years endedNovember 30, 2022 and 2021, and the changes between those periods for the respective items, are summarized as follows: Years Ended November 30, Change 2022 2021 Amount Percentage
Operating loss
- (1,714,069 ) 0 % Net loss$ (1,999,896 ) $ (49,331 ) $ (1,950,565 ) (3,954 )% Revenues
We did not earn any revenues during the year ended
Operating Loss
The Company's operating loss increased to
Years Ended November 30, Change 2022 2021 Amount Percentage General and administrative expenses$ 12,753 $ 49,331 $ (36,578 ) (74 )% Management compensation 273,074 - 273,074 0 % Total Operating Expenses$ 285,827 $ 49,331 $ 236,496 479 %
During the years ended
The decrease in general and administrative expenses were primarily attributed to
a reduction in professional fees of audit of
Other Expenses The following table presents other expense for the years endedNovember 30, 2022 and 2021: Years Ended November 30, Change 2022 2021 Amount
Loss on settlement of debt - related party
$ 1,714,069 $ -$ 1,714,069
During the years ended
Net Loss
The Company incurred a net loss of
9 Table of Contents
Liquidity and Capital Resources
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Working Capital The following table presents our working capital position as ofNovember 30, 2022 and 2021: As of November 30, Change 2022 2021 Amount Percentage Current assets $ - $ - - - Current liabilities$ 16,753 $ 71,107 54,354 (76 )% Working capital (deficiency)$ (16,753 ) $ (71,107 ) 54,354 76 %
The change in working capital during the year ended
Cash Flow
We fund our operations with cash received from advances from officers and related parties and issuances of equity.
The following tables presents our cash flow for the year endedNovember 30, 2022 and 2021: Years EndedNovember 30, 2022 2021
Cash used in operating activities
Cash Flows from Operating Activities
We did not generate positive cash flows from operating activities for the years
ended
For the year ended
For the year ended
Cash Flows from Investing Activities
For the years ended
10 Table of Contents
Cash Flows from Financing Activities
For the years ended
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's 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 Estimates and Judgements
Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in
Stock-based compensation. We account for share-based compensation under the fair value method which requires all such compensation to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the statement of operations over the requisite service period.
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