Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed below.

Overview

During the quarter ended December 31, 2025, the Company did not generate revenue. The Company's activities during the quarter were limited primarily to maintaining its public-company reporting status, incurring compliance-related costs, recognizing a prepaid legal retainer, and evaluating future business opportunities. The Company remained in a maintenance stage and had no active operating business during the quarter.

Results of Operations

Three Months Ended December 31, 2025 and 2024

For the three months ended December 31, 2025, the Company recorded no revenue, compared with revenue of $7,800 for the three months ended December 31, 2024. The Company recorded a net loss of $8,772 for the three months ended December 31, 2025, compared with a net loss of $5,009 for the comparable prior-year period. Operating expenses for the three months ended December 31, 2025 were $8,772, compared with $11,228 for the three months ended December 31, 2024. Current-quarter operating expenses consisted primarily of OTCQB application fees, accounting and audit fees, filing and reporting fees, and transfer-agent fees.

Six Months Ended December 31, 2025 and 2024

For the six months ended December 31, 2025, the Company recorded no revenue, compared with revenue of $7,800 for the six months ended December 31, 2024. The Company recorded a net loss of $82,393 for the six months ended December 31, 2025, compared with a net loss of $9,595 for the six months ended December 31, 2024. The increase in net loss was driven primarily by the $46,062 impairment of intangible assets, the $19,685 write-off of prepaid advisory fees, and public-company compliance and professional costs recognized during the six-month period.

Liquidity and Capital Resources

As of December 31, 2025, total assets were $15,000, consisting solely of prepaid expenses. Total liabilities were $373, consisting of accounts payable of $276 and related party advances of $97. Total stockholders' equity was $14,627 as of December 31, 2025.

Net cash used in operating activities for the six months ended December 31, 2025 was $30,781, primarily due to the net loss for the period, partially offset by non-cash impairment, non-cash write-off, and amortization charges, as well as changes in prepaid expenses and accounts payable. Net cash provided by financing activities was $29,747, primarily from related-party capital contributions and short-term related-party advances. Cash was $0 at December 31, 2025.

The Company also evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed Mutual Rescission Agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of December 31, 2025. However, as of the filing date of this report, the records of the Company's transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process had not yet been completed.

The Company believes that it will require additional capital to fund ongoing reporting costs, professional fees, and any future operating activities. Management intends to seek additional related-party support and external financing as needed. There can be no assurance that such funding will be available on acceptable terms, if at all.