The following discussion and analysis of our financial condition and results of
operations for the years ended December 31, 2022 and 2021 should be read in
conjunction with the financial statements and notes related thereto included
elsewhere in this report.

Overview

We have no operations from a continuing business other than the expenditures
related to running the Company. All of our historical business operations have
ceased.

Management intends to explore and identify business opportunities within the
U.S., including a potential acquisition of an operating entity through a reverse
merger, asset purchase or similar transaction. No assurances can be given that
our management 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 and the conflict in
Ukraine on the U.S. and global economies.

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 and/or asset acquisitions, filing SEC reports, and consummating the
acquisition of an operating business or assets.

Given our limited capital resources, we may consider a transaction 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,
services or assets, or expansion into new markets, or is an established business
or an established asset experiencing financial or operating difficulties and
needs additional capital. Alternatively, a transaction may involve the
acquisition of, or merger with, an entity that desires access to the U.S.
capital markets.

As of the date of this Form 10-K, our management has not had any discussions
with any representative of any other entity regarding a potential business
combination or asset acquisition. Any target business or asset 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 or asset, 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 just one
business combination or asset acquisition 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 or assets operating in a single industry or geographical region.

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

7

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 business
combination or other acquisition, it is likely we will need capital as a
condition of closing that transaction. Because of the uncertainties, we cannot
be sure as to how much capital we need to raise or the type of securities we
will be required to issue. In connection with a business combination that is
structured as a reverse merger, or in connection with the acquisition of
significant assets, we anticipate that we will be required to issue a
controlling block of our securities to the target’s shareholders or to the owner
of such assets, which will be very dilutive to existing shareholders.

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,
including acquisition opportunities, which could significantly and materially
restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months,
principally costs related to our being obligated to file reports with the SEC.
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 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 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.

Going Concern

We have only limited capital. Additional financing is necessary for us to
continue as a going concern. The report of the independent registered public
accounting firm accompanying our financial statements for the years ended
December 31, 2022 and 2021 contains 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.

Results of Operations

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

During the years ended December 31, 2022 and 2021, we had no operations other
than incurring expenditures related to running the Company, and we generated no
revenues.

For the years ended December 31, 2022 and 2021, we had general and
administrative expense of $103,574 and $143,936, respectively, a decrease of
$40,362 or 28%. Our operating expenses mainly consisted of professional fees and
expenses. The decrease of operating expenses was mainly due to a decrease of
legal expense during the current year.

For the year ended December 31, 2022, we had a total other expense of $184,972,
which included $11,911 of interest expense and settlement expense of $139,821.
We also had amortization of debt discount of $7,862, a loss on the issuance of
convertible debt of $32,993 and a gain in the change of fair value of a
derivative of $7,615. For the year ended December 31, 2021 we only had interest
expense of $3,773.

8

We had a net loss of $288,546 for the year ended December 31, 2022 compared to a
net loss of $147,709 for the year ended December 31, 2021. Our net loss
increased due to the reasons discussed above.

Our major expenses consist of fees to consultants, lawyers and accountants
incurred in connection with our obligation to file periodic reports with the
SEC, which entails payment of professional fees to accountants and lawyers.
Otherwise, we do not expect the level of our operating expenses to change in the
future until we implement a business plan or effect an acquisition.

Liquidity and Capital Resources

At December 31, 2022 and 2021, we had no cash on hand and there were outstanding
liabilities of $898,348 and $779,500, respectively, the majority of which were
amounts owed to a related party. The working capital deficits were $898,348 and
$779,500, respectively.

For the year ended December 31, 2022, the Company used $64,474 of cash for
operations as compared to $59,543 for the year ended December 31, 2021. Such
increase was primarily due to higher net loss in the year ended December 31,
2021. The net cash provided by the financing activities for the year ended
December 31, 2022 was $64,474 as compared to $59,543 for the year ended December
31, 2021.

John D. Murphy, Jr., our President and Chief Executive Officer, individually,
and through JMJ Associates, LLC, an entity controlled by him, is funding our
limited operations by making advances of funds to cover our operating expenses.
The advances are repayable upon demand and the obligations do not bear interest.
We expect that Mr. Murphy, directly or through JMJ Associates, LLC, will
continue to fund our operations until we complete an acquisition or earlier if
he sells his interest in the Company, and that we will continue to require
additional financing to maintain our existence as a shell company for the next
twelve months.

Paul Strickland, our Secretary and Director, individually, and through Selkirk
Global Holdings, LLC, an entity controlled by him, is funding our limited
operations by making advances of funds to cover our operating expenses. The
advances are repayable upon demand and the obligations do not bear interest. We
expect that Mr. Strickland, directly or through Selkirk Global Holdings, LLC,
will continue to fund our operations until we complete an acquisition or earlier
if he sells his interest in the Company, and that we will continue to require
additional financing to maintain our existence as a shell company for the next
twelve months.

Our management is not required to fund our operations by any contract or other
obligation. In the event that we undertake to complete an acquisition that
requires financing, we will likely depend on an outside source for such
financing. However, we have not identified any debt or equity financing sources
that can be relied upon to provide such financing.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form
10-K for a summary of our critical accounting policies and recently adopting and
issued accounting standards.

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