Forward-Looking Statements

The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations as a result of many factors.

You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.





Results of Operations



For the three months ended June 30, 2022 and 2021





Revenue


The Company had no operations and no revenue for the three months ended June 30, 2022 and 2021, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.





Operating Expenses



The following table presents our total operating expenses for the three months
ended June 30, 2022 and 2021.



                                             Three Months Ended
                                                  June 30,
                                             2022           2021
Audit, accounting and legal fees               2,068         9,181
Payroll                                        5,107         5,160

Other general and administrative expense 2,586 2,087

$   9,761      $ 16,428

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.





Loss from Operations


The Company incurred a loss from operations of $9,761 and $16,428 for the three months ended June 30, 2022 and 2021, respectively.






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Other Income



The following table presents our total Other Income for the three months ended
June 30, 2022 and 2021.



                              Three Months Ended
                                   June 30,
                              2022           2021

Interest and other income   $     250       $    32
Other Income                $     250       $    32

Other income increased by $218 for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. The increase in other income was related to the increase in interest and other income for the three months ended June 30, 2022.





Net Loss


The Company had a net loss of $9,511 for the three months ended June 30, 2022, compared with a net loss of $16,396 for the three months ended June 30, 2021. Decrease in net loss was due primarily to the decrease in professional fee.

Loss per share for the three months ended June 30, 2022 and 2021 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

For the six months ended June 30, 2022 and 2021





Revenue


The Company had no operations and no revenue for the six months ended June 30, 2022 and 2021, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.





Operating Expenses



The following table presents our total operating expenses for the six months
ended June 30, 2022 and 2021.



                                             Six Months Ended
                                                 June 30,
                                             2022         2021
Audit, accounting and legal fees             13,741       22,123
Payroll                                      10,329       10,287

Other general and administrative expense 7,792 8,382

$ 31,862     $ 40,792

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.





Loss from Operations


The Company incurred a loss from operations of $31,862 and $40,792 for the six months ended June 30, 2022 and 2021, respectively.






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Other Income



The following table presents our total Other Income for the six months ended
June 30, 2022 and 2021.



                              Six Months Ended
                                  June 30,
                              2022          2021

Interest and other income   $     278       $  54
Other Income                $     278       $  54

Other income increased by $224 for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. The increase in other income was related to the increase in interest and other income for the six months ended June 30, 2022.





Net Loss


The Company had a net loss of $31,584 or the six months ended June 30, 2022, compared with a net loss of $40,738 for the six months ended June 30, 2021. Decrease in net loss was due primarily to the decrease in professional fee.

Loss per share for the six months ended June 30, 2022 and 2021 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

Liquidity and Capital Resources

At June 30, 2022, the Company had cash and cash equivalents of approximately $465,934 consisting of money market funds and U.S. Treasury Bills. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

The following table provides detailed information about our net cash flow for the periods presented in this Report.





Cash Flow



                                               Six Months Ended
                                                   June 30,
                                              2022          2021

Net cash used in operating activities $ (31,201 ) $ (42,384 ) Net cash provided by investing activities

           -             -
Net cash provided by financing activities           -             -

Net decrease in cash and cash equivalents $ (31,201 ) $ (42,384 )

Net cash of $(31,201) and $(42,384) were used in operations during the six months period ended June 30, 2022 and 2021, respectively.

The use of cash of $(31,201) used in operating activities for the six months ended June 30, 2022, principally resulted from our net loss of $(31,584), as adjusted for changes in our working capital accounts of $383.

The use of cash of $(42,384) used in operating activities for the six months ended June 30, 2021, principally resulted from our net loss of $(40,738), as adjusted for changes in our working capital accounts of $(1,646).






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No cash flows were used in or provided by investing activities during the six months ended June 30, 2022 and 2021.

No cash flows were used in or provided by financing activities during the six months ended June 30, 2022 and 2021.

New Accounting Pronouncements

Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Note 2: New Accounting Policies Pronouncements.

Factors Which May Affect Future Results

Future earnings of the Company are dependent on interest rates earned on the Company's invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.

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