MYSON, INC.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements.

MYSON, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

MYSON, INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED OCTOBER 31, 2022 AND 2021

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

MYSON, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

MYSON, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Three Months Ended October 31, 20212022

NOTE 1 – NATURE OF OPERATIONS

Myson, Inc. (“Myson”, or the “Company”) is an Oklahoma corporation formed on July 8, 2021. As of October 31, and July 31, 2021, the Company did not have any subsidiaries. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of OctoberJuly 31, 2021,2022, the Company hadhas not commenced any operations. All activity for the period from July 8, 2021 (inception) through OctoberJuly 31, 20212022 relates to the Company’s formation and the filing of its Registration Statement on Form 10, which was effective on October 23, 2021, and the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

LiquidityOn May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 issued and Capital Resources

Asoutstanding Series A Preferred Shares of October 31, 2021, the Company hadto Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company’s outstanding common shares. On June 8, 2022, Reddington Partners LLC converted their Series A Preferred Shares into 10,000,000 common shares, and there are no cashPreferred Shares currently issued and outstanding.

The sale of the Shares to the Purchaser was completed on hand, all operating expenses being provided by itsMay 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director. Thatdirector; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director intends to continue providing such resources until the initial Business Combination is effected. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Expenses anticipated including existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.director.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanyingCompany’s unaudited condensed financial statements of the Company are presentedhave been prepared in conformityaccordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.. The accompanying unaudited condensed financial statements should be readreflect all adjustments, consisting of only normal recurring items, which, in conjunction with the Company’s Registration Statement on Form 10 as filed withopinion of management, are necessary for a fair statement of the SEC on August 23, 2021, as amended on September 19, 2021, as well as the Company’s future filings with the SEC. The interim results of operations for the three months ended October 31, 2021periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2022 or2023. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for any future periods.

the year ended July 31, 2022.

Use of Estimates and Assumptionsestimates

The preparation of financial statements in conformity with GAAPgenerally accepted accounting principles requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities (ii) theand disclosure of contingent assets and liabilities known to exist as ofat the date of the financial statements are published, and (iii) the reported amountamounts of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actualreporting period. Actual results couldmay differ from thesethose estimates. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid investmentsdebt instruments purchased with an originala maturity of three months or less to beas cash equivalents.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assetscash equivalents. The carrying amount of financial instruments included in cash and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a resultcash equivalents approximates fair value because of the implementationshort maturities for the instruments held. The Company had no cash equivalents as of certain provisions of ASC 740, Income Taxes ("ASC 740"), which clarifies the accountingOctober 31, 2022 and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal as our "major" tax jurisdictions. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.July 31, 2022.

Basic and Diluted LossEarnings Per Share

Basic lossNet income (loss) per common share is computed usingpursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted lossnet income (loss) per common share has not been provided as it would be anti-dilutive.

Stock-Based Compensation

We periodically issueis computed by dividing net income (loss) by the weighted average number of shares of common stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account forpotentially outstanding shares of common stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, "Compensation-Stock Compensation", whereasduring the award is measured at its fair value at the date of grant and is amortized ratably over the service period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with ASC Topic 505, "Equity", whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

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Fair Value of Financial Instruments

The Company's financial instruments consist primarily of accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definitionhas no potentially dilutive shares of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liabilitycommon stock as of the measurement date.October 31, 2022 and July 31, 2022.

The three-level hierarchy for fair value measurements is defined as follows:

Recent Accounting Pronouncements

ManagementThe Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any recentlyother new accounting pronouncements that have been issued but not yet effective, accounting standards, if currently adopted, wouldthat might have a material effectimpact on the Company’sits financial statements.position or results of operations.

NOTE 3 – GOING CONCERN

These unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At JulyOctober 31, 2021,2022, the Company hadhas not yet achieved profitable operations, has accumulated losses of $101$90,475 since its inception, has no working capital, and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. The Company'sCompany’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptable to the Company.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended October 31, 2022, Reddington Partners LLC, the majority shareholder, advanced the Company $9,050 to pay for general operating expenses. As of October 31, and July 31, 2021,2022, the Company owes Reddington Partners LLC, a related party has paid various expenses on behalftotal of $46,699 for advances to the Company. The related party does not expect to be reimbursed for those expenses.advances are non-interest bearing and due on demand.

As the Company’s office space needs are limited at the current time, the officer and director is currently providing space toNOTE 5 – COMMON STOCK

The Company has authorized 480,000,000 shares of common stock, par value $0.00001.

Effective February 24, 2022, the Company at no cost.effectuated a 1 for 10,000 reverse stock split. All share numbers throughout these financial statements have been retroactively restated.

NOTE 5 - EQUITY6 – PREFERRED STOCK

The total number ofCompany has authorized 20,000,000 shares of preferred stock, which the corporation shall have authority to issue is 500,000,000 shares, all par value $0.00001 per share, of which 480,000,000 shares are designated as Common Stock and 20,000,000 shares are designated as Preferred Stock. $0.00001. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series. The Company has 69,778

Of the authorized preferred stock 1,000 shares of Common Stock and 10,000 shares ofhave been designated as Series A Convertible Preferred Stock outstanding.Stock. Each share of Series A Convertible Preferred Stock is convertible into 10,000 shares of Common Stockcommon stock and has 100,000 voting rights per share. The number of shares of Common Stock outstanding could increase slightly as a result of rounding shares issued in lieu of fractional

On June 8, 2022, the Reddington Partners LLC converted the Series A Preferred Shares into 10,000,000 common shares.

NOTE 67 - SUBSEQUENT EVENTS

The Company

Management has evaluated allsubsequent events that occurred afterpursuant to the requirements of ASC Topic 855, from the balance sheet date through the date whenthe financial statements were issued to determine if they must be reported. The management of the Companyand has determined that there were no reportablematerial subsequent events to be disclosed.exist.

Item 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” withinstatements.” These forward-looking statements generally are identified by the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and Section 21E of the Exchange Actsimilar expressions. Forward-looking statements are based on current expectations and assumptions that are not historical facts, and involvesubject to risks and uncertainties that couldwhich may cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors thatOur ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could cause actual results to differ materially from those anticipatedhave a material adverse effect on our operations and future prospects include, but are not limited to: changes in theeconomic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements please refer to the Risk Factors section of the Company’s Form 10, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings canundue reliance should not be accessedplaced on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.such statements.

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General Overview

We were incorporated on July 8, 2021 as an Oklahoma corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using our capital stock, debt or a combination of cash, stock and debt.

Results

On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of Operationsthe Company to Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company’s outstanding common shares.

The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director.

Current Business

We have neither engaged in any operations nor generated any operating revenues to date. We are currently a “shell,” as that term is defined pursuant to Rule 12b-2 of the Securities Exchange Act of 1934. Our only activities for the period from July 8, 2021 (inception) through October 31, 20212022 were organizational activities, preparing and filing a Form 10 with the SEC, and then identifying a target company for a business combination. We will not generate any operating revenues until after completion of our initial business combination. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Results of Operations

Results of Operations for the Three Months Ended October 31, 2022 and 2021

Revenue

We expectdid not recognize any revenue for the three months ended October 31, 2022 and 2021.

General and administrative

General and administrative expense was $24,804 and $20,152 for the three months ended October 31, 2022 and 2021, respectively. Expenses were for accounting fees, transfer agent fees, edgarization fees and postage expenses, primarily related to the costs of maintaining our expenses to increase substantially incompany current with the year ended July 31, 2022.transfer agent and with our filing obligations with the Securities and Exchange Commission.

Net Loss

For the three months ended October 31, 2021,2022, we had a net loss of $24,804 as compared to a net loss of $20,152 resulting from accounting fees, transfer agent fees, and expenses related tofor the notice of corporate action filed with FINRA to effect a reverse split and name change.three months ended October 31, 2021.

Liquidity and capital resources.

The Company has no working capital, with all of its foreseeable capital needs being met by contributions or loans from its sole officer and director. The Company has no business at this time and is seeking to acquire another business.

Cash flows

OurOperating Activities

Cash used by operating activities resulted in a net loss of $20,153was $9,050 for the quarterthree months ended October 31, 2022, compared to cash used for operating activities of $19,250 for the three months ended October 31, 2021.

Investing Activities

We used $0 for investing activities for the three months ended October 31, 2022 and 2021.

Financing Activities

Net cash provided by financing activities was $9,050 for three months ended October 31, 2022, compared to $19,520 for the three months ended October 31, 2021. Our accounts payable increased by $632, and our officer and directorDuring the current period we received $9,050 from the majority shareholder. During the prior period, we received $19,250 that was contributed cash of $19,520. We expect that we will require an additional $10,000 to be either contributed or loaned by the officer and director during the remainder of the year ended July 31, 2022. We did not use any funds for investing activities and do not expect to do so during the remainder of the year ended July 31, 2022.former majority shareholder.

CRITICAL ACCOUNTING POLICIES

All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 2 to our Financial Statements on page F-7. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements. However, it should be noted that we intend to acquire a new operating business. The critical accounting policies and estimates for such new operations will, in all likelihood, be significantly different from our current policies and estimates.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.

Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Per SEC regulations, we are required to disclose ourWe have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to investors. As October 31, 2021, we have no off-balance sheet arrangements.

Contractual Obligations

We have no contractual obligations at this time other than the agreement with our transfer agent for services at $350 per month.

Accounting for Acquisitions

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”). ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period that the related sales are recorded. We will defer any revenue for which the product or servicers has not been delivered or provided, or is subject to refund, until such time that we and the customer jointly determine that the product has been delivered or that no refund will be required.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the three months ended October 31, 2021.

Distinguishing Liabilities from Equity

We rely on the guidance provided by ASC Topic 480,Distinguishing Liabilities from Equity, to classify certain redeemable and/or convertible instruments. We first determine whether a financial instrument should be classified as

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a liability. We will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that we must or may settle by issuing a variable number of its equity shares.stockholders.

Once we determine that a financial instrument should not be classified as a liability, we determine whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). We will determine temporary equity classification if the redemption of the financial instrument is outside the control of our Company (i.e. at the option of the holder). Otherwise, we account for the financial instrument as permanent equity.Critical Accounting Policies

Initial Measurement

We record our financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.

Subsequent Measurement - Financial instruments classified as liabilities

We record the fair valueRefer to Note 2 of our financial instruments classified as liabilities at each subsequent measurement date. The changesstatements contained elsewhere in fair valuethis Form 10-Q for a summary of our financial instruments classified as liabilities are recorded as other expense/income.

Share-based Compensation

In accordance with ASC 718, Compensation – Stock Based Compensation,critical accounting policies and ASC 505, Equity Based Payments to Non-Employees, we account for share-based payment using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is readily determinable.

Recently Issued Accounting Pronouncements

Management has evaluatedrecently adopting and issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not applicable as weWe are a smaller reporting company.company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of the three months ended October 31, 2021.2022.

A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of October 1, 2021:31, 2022:

We expect to be materially dependent on a third party that can provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.

This Quarterly Report on Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.

Changes in Internal Controls over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings  -  None. 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A.Risk Factors  -  This item is inapplicable since we

We are a “smallersmaller reporting company.”company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 2.Unregistered Sales of Equity Securities and Use of Proceed – None. 

None.

Item 3.Defaults Upon Senior Securities – None. 

None.

Item 4.Mine Safety Disclosures – 

Not applicable

Item 5.Other Information - None 

None

Item 6.Exhibits

(1) Incorporated by reference to such exhibit as filed with the Company’s Registration Statement on Form 10 filed on August 23, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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