Mark One

[ X]  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2018March 31, 2022

[   ]  ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. file number 333-214075

MOVEIX INC

(Exact name of registrant as specified in its charter)

Nevada

3773 Howard Hughes Pkwy. · Suite 500S(State or other jurisdiction of incorporation)

Las Vegas, Nevada 89169-6014

35-2567439

(IRS Employer Identification No.)

1185 Avenue of the Americas, 3rd FloorNew York, New York10036

646-768-8417

(Address and telephone number of principalregistrant’s executive offices)office)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ]   No[   ]

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [   ] Non-accelerated filer [   ]

If an emerging growth company, [X]indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐ 

[ ]  No [ X ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[ X  ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

The number of shares outstanding of the registrant’s common stock as of May 16, 2022 was 87,230,654 shares. 

MOVEIX INC.

TABLE OF CONTENTS

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MOVEIX INC.

BALANCE SHEETS

(Unaudited)

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

MOVEIX

BALANCE SHEETS

(Unaudited)

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

MOVEIX

STATEMENTS OF OPERATIONS

(Unaudited)

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

See

MOVEIX

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

The accompanying notes toare an integral part of the condensed financial statements.

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MOVEIX INC.

CONDENSED STATEMENTS OF OPERATION

(Unaudited)

MOVEIX

See accompanying notes to the condensed financial statements.

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MOVEIX INC.

  CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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See accompanying notes to the condensed financial statements.

MOVEIX INC.

NOTES TO THE CONDENSEDUNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2018

(Unaudited)

NOTE 1 – Condensed Interim Financial StatementsORGANIZATION AND DESCRIPTION OF BUSINESS

Moveix Inc. (the “Company”(“the Company,” “we” “us’) was incorporated in the State of Nevada on May 5, 2016.

The Company was organized to buy the electric transportation products wholesale from Chinese manufacturers and sell these products via our website. The Company intended to concentrate its first year of operation in Europe, expanding our second year of operation to the North American market. Our main selling product will be the hoverboard. The two-wheeled self-balancing electric scooter is commonly referred to as a hoverboard, which is a type of portable, rechargeable battery-powered scooter. They typically consist of two wheels arranged side-by-side, with two small platforms between the wheels, on which the rider stands. The device is controlled by the rider’s feet, standing on the built-in gyroscopic and sensor pads. There is no universally accepted name for the device, as its various product names are attributable to the companies which distribute it and not its manufacturers. Also, the Company intended to resell electric bikes and Segways.

The Company’s fiscal year-end is May 31.

The Company has been dormant since April 15, 2019.

On December 31, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-825360-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company.

On December 31, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On July 2, 2021, as a result of a private transaction, (i) 81,010,654 shares of common stock, par value $.001 per share, and (ii) 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC to Cardone Ventures, LLC (the “Purchaser”). As a result, the Purchaser became an approximately 96.7% holder of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was the personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.

On July 2, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Brandon Dawson consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director of the Company.

On January 7, 2022, the Board of Directors of the Company approved a change to its fiscal year-end from May 31 to December 31. The change in the start up stage and intends to resell various types of electric transportation. Electric transportation is a vehicle using electricity as a transportation fuel. Our products will include electric bikes, scooters, Segway, and hover boards sold to anybody around the world via our web site platform. Also we intend to sell wholesale. The company is located at STRADA VERONICA MICLE 15 BL.17 SC A ET 1 ATP 6 SUCEAVA S5 72021.

The accompanying unaudited condensed financial statements include the accounts of Moveix Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Moveix Inc.fiscal year became effective for the Company’s 2021 fiscal year, which began June 1, 2021 and ended MayDecember 31, 2018. In particular,2021. Accordingly, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expectedCompany transition report on Form 10-KT for the full year ending Mayseven months from June 1, 2021, through December 31, 2018.2021, within the time prescribed by the SEC.

NOTE 2-2 – SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with generally acceptedthe Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the United States of America (“US GAAP”) and are presented in US dollars.  

Fiscal Year-End

The Company elected May 31 as its fiscal year ending date.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of March 31, 2022, the Company had an accumulated deficit of $346,009, and 0 cash on hand.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2021, as presented in the Company’s Annual Report on Form 10-K filed on June 1, 2021, with the SEC.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

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of contingent assets and liabilities at the date of the financial statementsstatements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the reportedquality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of revenuesassets and expenses during the reporting period.liabilities that are not readily apparent from other sources. Actual results could differ from thosethese estimates.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cashCash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that November be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company has no assets or liabilities valued at fair value on a recurring basis.

Cash and Equivalents

The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less to be cash equivalents. On March 31, 2022, and December 31, 2021, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Income taxes

The Company had $68 in cash or cash equivalents as of November 30, 2018.

Stock-Based Compensation

Stock-based compensation is accountedaccounts for at fair value in accordance withincome taxes under FASB ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

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Advertising

The Company will expense its advertising when incurred. There has been no advertising since inception.

Start-Up Costs

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, ”Accounting for Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year ofTaxes”. Under FASB ASC 740, deferred tax assets and liabilities.

Deferredliabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferredand liabilities and their respective tax assets will be realized.bases. Deferred tax assets and liabilities are adjustedmeasured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, 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. FASB ASC 740-10-05, ”Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the effectsfinancial statement recognition and measurement of changestax positions taken or expected to be taken in a tax laws and rates onreturn. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the datelargest amount of enactment.

Earnings per Share

benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company has adopted ASC No. 260, “Earnings Per Share” which specifiesassesses the computation, presentation and disclosure requirements for earnings (loss)validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss per share for entities with publicly held common stock. Basic netShare

Net loss per common share amounts is computed by dividing the net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares outstanding.  Diluted earnings perand dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the same as basic earnings per share dueCompany’s operations.

NOTE 3 – RELATED PARTY DEBT

As of March 31, 2022, and December 31, 2021, the balance of related party loans was $31,787 and $15,355 respectively. Prior to the lackchange of dilutive itemscontrol on July 2, 2021, described in Footnote 1. “Organization and Description of the Business”, the related party note loans were demand loans extended to the Company by Custodian Ventures on an interest-free basis. When Custodian Ventures sold its controlling interest in the Company.Company to Cardone Ventures, LLC, it forgave $14,188 in related party loans. The amount of interest-free related party demand loans of $ as of March 31, 2022, has been extended to the Company by Cardone Ventures.

Recently Issued Accounting PronouncementsNOTE 4 – EQUITY

Common Stock

The Company has evaluated all200,000,000 shares of $0.001 shares authorized. As of March 31, 2022, and December 31, 2021, the recent accounting pronouncementsnumber of common shares issued and determined that there are nooutstanding amounted to 87,230,654 and 87,230,654 shares, respectively.

Preferred Stock

The Company has 10,000,000 shares of $0.001 par value preferred stock authorized. As of March 31, 2022, and December 31, 2021, the number of Series A preferred shares issued and outstanding were 10,000,000 and 10,000,000 shares, respectively. The Series A Preferred stock has the following attributes:

Dividend Provisions

Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other accounting pronouncements that will have a material effectthan in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Company’s financial statements.Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A Preferred Stock had been converted into Common Stock

NOTE 3 – GOING CONCERNRedemption

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities inSeries A Preferred Stock shares are nonredeemable other than upon the normal course of business.

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As reflected in the financial statements, the Company had an accumulated deficit of $54,254 and negative working capital at November 30, 2018 and a net loss of $8,972 for the period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations.  Management intends to raise additional funds by way of a private or public offering.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The abilitymutual agreement of the Company and the holder of shares to continue as a going concern is dependent upon the Company’s ability to further implement its business planbe redeemed, and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments relatedeven in such case only to the recoverabilityextent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and classificationapplicable law.

Conversion Rights

Each share of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – LOAN FROM DIRECTOR

As of November 30, 2018, the Company owed $11,261 to the CEO and Director for expenses paid by him on behalf of the Company. The amounts are unsecured, non-interest bearing and due on demand.

NOTE 5 – STOCKHOLDER’S EQUITY

The Company has 75,000,000, $0.001 par valueSeries A Preferred Stock is convertible into 10 shares of common stock authorized.

During the prior year, the Company issued 4,000,000 shares of common stock to the CEO and Director for a subscription receivable of $4,000 at $0.001 per share. During the three months ending November 30, 2017, the CEO and director paid for expenses and inventory deposits in satisfaction of the subscription receivable.NOTE 5 – COMMITMENTS AND CONTINGENCIES

In September and October the Company issued 2,220,000 shares of common stock to shareholders at $0.01 per share for a total price of $22,200.

As of November 30, 2018, the Company’s issued and outstanding shares were at 6,220,000.

NOTE 6 - INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period from inception to November 30, 2018 to the Company’s effective tax rate is as follows:

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at November 30, 2018 are as follows:

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The Company has approximately $54,254 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which begin to expire in fiscal 2036. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 7 - COMMITMENT & CONTINGENCIES

The Company does not own or lease any real or personal property and does notdid 0t have any capital commitments.contractual commitments as of March 31, 2022, and December 31, 2021.

NOTE 86 – SUBSEQUENT EVENTS

The CompanyIn accordance with SFAS 165 (ASC 855-10) management has evaluatedperformed an evaluation of subsequent events through January 30, 2019 and the date that thesethe financial statements were available to be issued.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Qissued and has determined that areit does not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance onhave any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results andmaterial subsequent events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.disclose in these financial statements.

ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s future plans for the Company, our liquidity and ability to raise capital, our business strategy, and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans, and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that may cause actual results to differ materially from these forward-looking statements include the ongoing impact of the coronavirus pandemic and its negative effect on the U.S. and global economies, and our lack of an operating history and revenue. Further information on the risk factors affecting our business is contained in “Risk Factors” of our annual report on Form 10-KT for the fiscal year ended December 31, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events, or otherwise.

Organizational History of the Company and Overview

 The Company was organized to buy the electric transportation products wholesale from Chinese manufacturers and sell these products via our website. The Company intended to concentrate its first year of operation in Europe, expanding our second year of operation to the North American market. Our main selling product will be the hoverboard. The two-wheeled self-balancing electric scooter is commonly referred to as a hoverboard, which is a type of portable, rechargeable battery-powered scooter. They typically consist of two wheels arranged side-by-side, with two small platforms between the wheels, on which the rider stands. The device is controlled by the rider’s feet, standing on the built-in gyroscopic and sensor pads. There is no universally accepted name for the device, as its various product names are attributable to the companies which distribute it and not its manufacturers. Also, the Company intended to resell electric bikes and Segways.

The Company’s fiscal year-end is May 31.

The Company has been dormant since April 15, 2019.

On December 31, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-825360-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company.

On December 31, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On July 2, 2021, as a result of a private transaction, (i) 81,010,654 shares of common stock, par value $.001 per share, and (ii) 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC to Cardone Ventures, LLC (the “Purchaser”). As a result, the Purchaser became an approximately 96.7% holder of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was the personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.

On July 2, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Brandon Dawson consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director of the Company.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present,The evaluation and selection of a business opportunity is a complex and uncertain process, and we have no employees other than our sole officernot yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharingits shareholders may be scarce, or similar benefit plans; however, we may adopt such plansbe unable to obtain the businesses we identify as viable for our objectives, including due to competitive forces in the future.marketplace beyond our control. There are presentlycan be no personal benefits available to any officers, directors or employees.

Results of Operation

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Our financial statements have been prepared assumingassurance that we will continuebe able to locate compatible business opportunities for the Company. See –”Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2021.

Plan of Operation

The Company has no operations from a continuing business other than expenditures related to running the Company as of the date of this Report. We are currently in the process of developing a going concernbusiness plan. Management intends to explore and accordingly, do not include adjustments relatingidentify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. 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 on the U.S. and global economies.

During the remainder of the fiscal year ending December 31, 2022, we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity that has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or a merger with, an entity that desires access to the recoverability and realization of assets and classification of liabilitiesU.S. capital markets.

Our management anticipates that might be necessary should we be unable to continue in operation.

We expect we will require additional capitallikely only be able to meeteffect one business combination due to our long term operating requirements. We expect to raise additional capital through, among other things,limited capital. This lack of diversification will likely pose a substantial risk in investing in the sale of equity or debt securities.

Three and Three Months Period Ended November 30, 2018 and 2017

Our net lossCompany for the three months periods ended November 30, 2018indefinite 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 operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and 2017 were $5,879risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries, and $3,999 respectively. During the three months period ended November 30, 2018 and 2017shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we have not generated any revenue.

Liquidity and Capital Resources

Three Months Period Ended November 30, 2018  

As of November 30, 2018, our total assets were $4,918 consisting of Cash and cash equivalents of $68 and fixed assets of $4,850.   As of November 30, 2018, our total liabilities were $32,973 comprised of current liabilities of $1,097 for accounts payable and long-term liabilities owning to our director $11,261, customer deposit of $14,960, Informa Tech loan of $3,180 and Delta loan in the amount of $ 2,475.   

Cash Flows from Operating Activities

For the six months periods ended November 30, 2018 our net cash flows used by operating activities was ($8,472).  For the six months periods ended November 30, 2017 our net cash flows provided by operating activities was ($2,429).

Cash Flows from Investing Activities

We did not use or generate any cash flows from investing activities in the six months periods ended November 30, 2018 and 2017.

Cash Flows from Financing Activities

We generated $ 5,655 in cash flows from financing activities for the six months ended November 30, 2018.  We generated $22,300 in cash flows from financing activities for the six month period ended November 30, 2017 by issuing common stock $22,200 and expenses paid on behalf of the company of $100.  

Plan of Operation and Funding

will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated.

Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements will continue to be funded through a combination of our existing funds and furtherfuture issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the growthimplementation of a business plan and commencement of operations.

Based on our business.

Existingcurrent operations, we do not have sufficient working capital further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three12 months. We have no linesIf we are able to close a reverse merger, it is likely we will need capital as a condition of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceedsclosing that acquisition. Because of the private placementuncertainties, we cannot be certain as to how much capital we need to raise or the type of equity and debt instruments.securities we will be required to issue. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up

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business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expectreverse merger, we will needbe required to raise additional capital and generate revenuesissue a controlling block of our securities to meet long-term operating requirements. the target’s shareholders which will be very dilutive.

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, which could significantly and materially restrict our business operations. We

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 for us 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 and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will havebe successful in addressing such risks, and the failure to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do notso could have a specific planmaterial adverse effect on our business prospects, financial condition, and results of how we will obtain such funding; however, we anticipate that additional fundingoperations.

Liquidity and Capital Resources

We have $-0- cash on hand as of March 31, 2022, and will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-termdependent upon loans from our directors, although no future arrangement for additional loansnew principal shareholder to remain operational.

COVID-19 Update

To date, the COVID-19 pandemic has been made. We do not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this quarterly report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effectan impact on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The independent auditors' review report accompanying our May 31, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue asevaluate and acquire an operating entity through a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realizereverse merger or otherwise. See “Risk Factors” contained in our assets and satisfy our liabilities and commitments inannual report on Form 10-K for the ordinary course of business.fiscal year ended December 31, 2021 for more information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishingEvaluation of Disclosure Controls and maintaining a system of disclosure Procedures.

We are required to maintain “disclosure controls and procedures (asprocedures” as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under theSecurities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions,of 1934. Based on his evaluation as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectivenessend of the designperiod covered by this Quarterly Report on Form 10-Q, Mr. Brandon Dawson, who is presently serving as our Chief Executive Officer and operation of our disclosure controls and procedures as of November 30, 2018. Based on that evaluation, our managementChief Financial Officer has concluded that our disclosure controls and procedures were not effective as of such date to ensure that the information relating to our company, required to be disclosed in theour SEC reports that we file or submit under the Exchange Act,(i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there wasforms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting. Our disclosure controls and procedures were not effective as of March 31, 2022.

Changes in Internal Controls over Financial Reporting

There have been no changechanges in ourthe Company’s internal control over financial reporting during the three-month period ended November 30, 2018three months covered by this report that hashave materially affected or isare reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management isWe are not currently involved in any legal proceedings and we are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened legal actions against us or our properties.the Company.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

No report required.

ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).SIGNATURES

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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