UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~December 3031, 2023

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

For the transition period from ________ to _________

Commission file number: 000-56418

VECTOR 21 HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		88-1065560
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

12136 West Bayaud Avenue, Suite 300 Lakewood, CO		80228
(Address of principal executive offices)		(Zip Code)

303-422-8127

Registrant’s telephone number, including area code

~~9605 West 49th Avenue, Suite 200, Wheat Ridge, Colorado 80033~~__________________________________________

(former name, former address and former fiscal year if changed since last report)

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

Indicate by check mark whether the ~~registrant~~ registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☐ No~~

☒ Yes ☐ No

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 filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☒ Yes ☐ No

As of ~~November~~April 1922, ~~2023~~2024, there were 1,697,200 common shares, $0.0001 par value, issued and outstanding.

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		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1819
Item 4.	Controls and Procedures	1819
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2021
Item 1A.	Risk Factors	2021
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	2021
Item 3.	Defaults Upon Senior Securities	2021
Item 4.	Mine Safety Disclosures	2021
Item 5.	Other Information	2021
Item 6.	Exhibits	2021
SIGNATURES		2122

PART I

Item 1. Financial Statements.

VECTOR 21 HOLDINGS, INC.
CONDENSED BALANCE SHEETS
CONDENSED UNAUDITED BALANCE SHEETS
	SEPTEMBER 30, 2023			JUNE 30, 2022
	DECEMBER 31, 2023			JUNE 30, 2023
	UNAUDITED			AUDITED
ASSETS
Current Assets
Cash and cash equivalents	$	~~242~~162		$	325
Total Current Assets		~~242~~162			325
Total Assets	$	~~242~~162		$	325
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accruals	$	3343,~~403~~201		$	33,912
Loan payable - related party		1423,~~409~~949			7,759
Promissory notes - related parties		5051,~~470~~010			50,380
Total Current Liabilities		98118,~~282~~160			92,051
Total Liabilities		98118,~~282~~160			92,051
Commitments and Contingencies (Note 7)
Shareholders' Deficit
Common stock, $0.0001 par value, 500,000,000 shares authorized, 1,697,200 shares issued and outstanding		170			170
Additional paid in capital		17,673,072			17,673,072
Accumulated Deficit		(17,~~771~~791,~~282~~240	)		(17,764,968	)
Total Shareholders' Deficit		(98117,~~040~~998	)		(91,726	)
Total Liabilities and Shareholders' Deficit	$	~~242~~162		$	325
The accompanying notes are an integral part of these condensed audited financial statements.
The accompanying notes are an integral part of these condensed unaudited financial statements.

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VECTOR 21 HOLDINGS, INC.
VECTOR 21 HOLDINGS, INC. CONDENSED UNAUDITED STATEMENTS OF OPERATIONS
CONDENSED STATEMENTS OF OPERATIONS
	FOR THE THREE MONTHS ENDED DECEMBER 31						FOR THE SIX MONTHS ENDED DECEMBER 31
(Unaudited)
	2023			2022			2023			2022
	FOR THE THREE MONTHS ENDED
REVENUE	$	—		$	—		$	—		$	—
	SEPTEMBER 30, 2023			SEPTEMBER 30, 2022
OPERATING EXPENSES:
REVENUE	$	—		$	—
General and administrative expenses		19,418			14,375			25,642			17,058
EXPENSES
TOTAL OPERATING EXPENSES		19,418			14,375			25,642			17,058
General and administrative expenses		6,224			2,683
OPERATING LOSS		(19,418	)		(14,375	)		(25,642	)		(17,058	)
Total Operating Expenses		6,224			2,683
OTHER EXPENSE
OPERATING LOSS		(6,224	)		(2,683	)
Interest expense – related party		(540	)		—			(630	)		—
OTHER EXPENSE
LOSS BEFORE TAXES		(19,958	)		(14,375	)		(26,272	)		(17,058	)
Interest expense – related party		(90	)		—
TAXES		—			—			—			—
Total Other Income (Expense)		(90	)		—
NET LOSS	$	(19,958	)	$	(14,375	)	$	(26,272	)	$	(17,058	)
LOSS BEFORE TAXES		(6,314	)		(2,683	)
Weighted average shares outstanding- basic and diluted		1,697,200			1,697,200			1,697,200			1,697,200
TAXES		—			—
Net loss per share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
NET LOSS	$	(6,314	)	$	(2,683	)
Weighted average shares outstanding- basic and diluted		1,670,570			1,670,570
Net loss per share – basic and diluted	$	(0.00	)	$	(0.00	)
The accompanying notes are an integral part of these condensed unaudited financial statements.

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

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VECTOR 21 HOLDINGS, INC.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE-MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
	Common Shares				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2023		1,697,200	$	170	$	17,673,072	$	(17,764,968	)	$	(91,726	)
Net loss for the period		—		—		—		(6,314	)		(6,314	)
Balance at September 30, 2023		1,697,200	$	170	$	17,673,072	$	(17,771,282	)		(98 ,040)
Balance at June 30, 2022		1,697,200	$	170	$	17,673,072	$	(17,730,699	)	$	(57,457	)
Net loss for the period		—		—		—		(2,683	)		(2,683	)
Balance at September 30, 2022		1,697,200	$	170	$	17,673,072	$	(17,733,382	)	$	(60,140	)
The accompanying notes are an integral part of these condensed unaudited financial statements.

VECTOR 21 HOLDINGS, INC.

CONDENSED UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE THREE & SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

	Common Shares				Additional Paid-in Capital		Accumulated Deficit			Total
	Shares		Amount

THREE MONTHS

Balance at September 30, 2023		1,697,200	$	170	$	17,673,072	$	(17,771,282	)	$	(98,040	)

Net loss for the period		—		—		—		(19,958	)		(19,958	)

Balance at December 31, 2023		1,697,200	$	170	$	17,673,072	$	(17,791,240	)	$	(117,998	)

Balance at September 30, 2022		1,697,200	$	170	$	17,673,072	$	(17,733,382	)	$	(60,140	)

Net loss for the period		—		—		—		(14,375	)		(14,375	)

Balance at December 31, 2022		1,697,200	$	170	$	17,673,072	$	(17,747,757	)	$	(74,515	)

SIX MONTHS

Balance at June 30, 2023		1,697,200	$	170	$	17,673,072	$	(17,764,968	)	$	(91,726	)

Net loss for the period		—		—		—		(26,272	)		(26,272	)

Balance at Dec 31, 2023		1,697,200	$	170	$	17,673,072	$	(17,791,240	)	$	(117,998	)

Balance at June 30, 2022		1,697,200	$	170	$	17,673,072	$	(17,730,699	)	$	(57,457	)

Net loss for the period		—		—		—		(17,058	)		(17,058	)

Balance at December 30, 2022		1,697,200	$	170	$	17,673,072	$	(17,747,757	)	$	(74,515	)

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

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VECTOR 21 HOLDINGS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS
(Unaudited)
	FOR THE SIX MONTHS ENDED DECEMBER 31,
	FOR THE THREE MONTHS ENDED
	2023			2022
	SEPTEMBER 30, 2023			SEPTEMBER 30, 2022
Cash Flows from Operating Activities:
Net Loss	$	(626,~~314~~272	)	$	(217,~~683~~058	)
Adjustments to reconcile net loss to net cash from operating activities:		—			—
Adjustments to reconcile net loss to net cash used in operating activities:		—			—
Changes in working capital items:
Prepaid Expenses		—			(13,~~833~~208	)
Accounts Payable & Accruals		~~(509~~9,289	)		~~751~~514
Net Cash Flows Used in Operating Activities		(616,~~823~~983	)		(9913,336	)
Cash Flows from Financing Activities
Loan Payable- Related Party		616,~~650~~190			994,861
Advances Under Promissory Notes – Related Parties		90630			—9,000
Net Cash Flows from Financing Activities		616,~~740~~820			9913,861
Net increase (decrease) in Cash:	$	(83163	)	$	—525
Cash, beginning of period:		325			—
Cash, end of period:	$	~~242~~162		$	—525
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	—		$	—
Cash paid for income tax	$	—		$	—
Non-Cash Investing and Financing Activities
Conversion of loan payable - related party to Promissory Note Payable - Related Party		—			41,110
The accompanying notes are an integral part of these condensed unaudited financial statements.

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VECTOR 21 HOLDINGS, INC.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE- AND SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 AND 2022

NOTE 1. NATURE OF OPERATIONS

Nature of Business

Vector 21 Holdings, Inc., a Delaware corporation, (“Vector 21”, “the Company”, “We", "Us" or “Our’) is a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time.

History

Vector 21 was incorporated in Delaware on March 5, 2021.

Effective April 28, 2021, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), Vector 21 became the reorganized successor to Momentum Biofuels, Inc. (“Predecessor Company”), a publicly quoted holding company that ceased trading in 2012.

Reorganization into a Holding Company Structure for Vector 21 Holdings, Inc., reorganization successor to Momentum Biofuels, Inc.

Effective March 10, 2021, Momentum Biofuels, Inc. (“Momentum Biofuels Colorado”), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Momentum Biofuels, Inc., a Delaware corporation.

Momentum Biofuels Colorado ceased to exist as an independent legal entity following its merger with Momentum Biofuels Delaware.

Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Momentum Biofuels Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Vector 21 Holdings, Inc. (“Vector 21”) and MBF Ops, Inc. (“MBF Ops.”), both wholly owned subsidiaries of Momentum Biofuels Delaware, effective April 28, 2021.

The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Momentum Biofuels Delaware with, and into MBF Ops., with MBF Ops. being the surviving corporation in the merger, as a subsidiary to Vector 21.

Momentum Biofuels Delaware ceased to exist as an independent legal entity following its merger with MBF Ops.

The shareholders of Momentum Biofuels Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of Vector 21 on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).

MBF Ops., the surviving company of the merger with Momentum Biofuels Delaware, became a wholly owned subsidiary of Vector 21, the holding company.

Vector 21 became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, MBF Ops, the surviving company of the merger with Momentum Biofuels Delaware.

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As a result of the Holding Company Reorganization, shareholders in the publicly quoted Momentum Biofuels Delaware, formerly the shareholders of Momentum Biofuels Colorado as of the date of the reorganization, became shareholders in the publicly quoted Vector 21.

MBF Ops, being the direct successor by the merger with Momentum Biofuels Delaware, became a subsidiary company of Vector 21.

Disposal of MBF Ops.

Effective June 28, 2021, Vector 21 disposed of 100% of the issued share capital of its sole subsidiary company, MBF Ops., to an unrelated third party. We made a $1,000 payment in cash and promised to issue 50,000 post-split shares of our common stock to the company (MBF) as capital for the subsidiary company which had no ongoing business or assets and outstanding liabilities of $1,130,842. These shares of common stock have been issued to the Purchaser as of the date of these financial statements.

The Holding Company Reorganization has been accounted for so as to reflect the fact that both Momentum Biofuels Delaware and Vector 21 were under common control at the date of the Holding Company Reorganization.

Reverse and Forward Stock Splits

Effective May 13, 2021, we completed:

a reverse stock split of our outstanding common stock, $0.0001 par value, on a one (1) post-split share for eight thousand (8,000) pre-split shares basis, and subsequently

a forward stock split of our post reverse split outstanding common stock, $0.0001 par value, on a one hundred (100) post-split shares for one (1) pre-split share basis.

As a result of the ~~one (1) for eight thousand (~~8,000): 1 reverse stock split described above, the number of issued and outstanding shares of the Company’s common stock was reduced from 123,224,444 to 15,403. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock who would otherwise be entitled to a fraction of a share was, in lieu thereof, entitled to receive a whole share of common stock. Consequently 1,069 additional shares were issued in respect of fractional shares and therefore a total of 16,472 shares of common stock were issued and outstanding after the reverse split.

As a result of ~~the one hundred (~~1:100) ~~post-split shares for one (1)~~ forward stock split described above, the number of issued and outstanding shares of the Company’s common ~~stock~~ stock increased from 16,472 to 1,647,200.

A total of 1,697,200 shares of common stock are currently outstanding on the date of the filing.

Impact of the ~~COVID-19~~Ukrainian ~~Pandemic~~and Israeli Conflicts

We believe ~~have~~that ~~not~~the ~~commenced operations~~conflicts asinvolving ~~yet~~Ukraine and ~~consequently~~Israel ~~have~~do not ~~been~~have ~~directly~~any ~~impacted~~direct byimpact ~~the~~on ~~Covid-19~~our ~~outbreak~~operations, atfinancial ~~this~~condition, or ~~time~~financial reporting. We ~~However,~~believe the ~~detrimental effect~~conflicts ofwill ~~the~~have ~~Covid-19~~only ~~outbreak~~a general impact on ~~the~~our ~~economy~~operations asin athe ~~whole~~same ~~may~~manner ~~have~~as it is having a ~~detrimental~~general impact on ~~our~~all ~~ability~~businesses that have their operations limited to ~~raise~~North ~~funding~~America resulting from international sanction and ~~identify~~embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from countries aninvolved ~~entity~~in tothe ~~merge~~conflicts, ~~with~~supply ~~for~~chain challenges, and the ~~foreseeable~~international ~~future~~and US domestic inflation resulting from the conflict and government spending in relation to the conflicts. WeAs we are ~~unable~~a shell company, we do not believe we will be targeted for cyber-attacks related to ~~predict~~the ~~with~~conflicts. We have no operations in the countries directly involved in the conflict or are specifically impacted by any ~~certainty~~of the ~~ultimate~~sanctions ~~impact~~and ~~Covid-19~~embargoes, ~~outbreak~~as we principally operate solely in the United States. We do not believe that the conflicts will have any impact on our ~~plans~~internal atcontrol ~~this~~over ~~time~~financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the conflicts.

Impact of the Ukrainian Conflict

We have not commenced operations as yet and consequently have not been directly impacted by the Ukrainian conflict at this time currently, we do not believe that the conflict between Ukraine and Russia will have any direct impact on our operations, financial condition or financial reporting. We believe the conflict will have only a general impact on our operations in the same manner as it is having a general impact on all business operations resulting from international sanction and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, and the international and domestic inflationary results of the conflict and government spending for and funding of their response. We do not believe we

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will be targeted for cyber-attacks. We have no operations in the countries directly involved in the conflict or that are specifically impacted by any of the sanctions and embargoes, we do not believe that the conflict will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the Ukrainian conflict.

Inflation

We anticipate that our business and financial position will be impacted by the current inflationary environment. To the extent that we use borrowed funds, we believe costs will increase for us. Access to capital will be impacted by increased interest rates and may affect our ability to obtain capital. Inflation will also have an impact on the cost of supplies of goods and services that we use with the consequence of an adverse impact on our operating costs.

NOTE 2. GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the ~~three~~six-month ended ~~September~~December 3031, 2023 we incurred a loss of $626,~~314~~272 and had an accumulated deficit of $17,~~771~~791,~~282~~ 240 as of ~~September~~December 3031, 2023. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies is presented to assist in the understanding of ~~the~~ financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected June 30 as its financial year end.

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in shareholders’ deficit and cash flows as of December 31, 2023 and for the related periods presented, have been included. The results for the three- and six-months period ended December 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the years ended June 30, 2023 and 2022 included in our Form 10-12G/A filed on October 30, 2023.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents:

We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of ~~September~~December 3031, 2023, and June 30, 2023, our cash balances were $~~242~~162 and $325, respectively.

Fair Value Measurements:

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

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Fair Value Measurements:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of our prepaid expenses, accounts payable and accruals, loan payable- related party and promissory note- related party. The carrying amount of our prepaid expenses, accounts payable and accruals, loan payable- related party and promissory note- related party approximates their fair values because of the short-term maturities of these instruments.

Related Party Transactions:

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, (iv) any person who is or was (since the beginning of the last fiscal year for which the Company has filed an Annual Report on Form 10-K and proxy statement, even if such person does not presently serve in that role) an executive officer, director or nominee for director of the Company, or (v) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5 and 6 below for details of related party transactions in the period presented.

Leases:

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.

ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. We generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and ~~exclude~~excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.

The Company was not party to any lease transaction during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022.

Income Taxes:

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

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Income Taxes:

Uncertain Tax Positions:

We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

Revenue Recognition:

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

Step 1: Identify the contract(s) with customers.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to performance obligations.

Step 5: Recognize revenue when the entity satisfies a performance obligation.

As the Company had no business operations during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022, we have not identified specific planned revenue streams.

During the three and six-month periods ended ~~September 30~~December 31, 2023 and 2022, we did not recognize any revenue.

Advertising Costs:

We expense advertising costs when advertisements occur. No advertising costs were incurred during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022.

Stock-Based Compensation:

The cost of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, Compensation – Stock Compensation. The related expense is recognized as services are rendered or vesting periods elapse.

Net Loss per Share Calculation:

Basic earnings (loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022.

Recently Accounting Pronouncements:

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

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Recently Accounting Pronouncements:

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

NOTE 4. ACCOUNTS PAYABLE AND ACCRUALS

As of ~~September 30~~December 31, 2023, and June 30, 2023, the balance of accounts payable and accrued expenses was $3343,~~403~~201 and $33,912, respectively.

As of ~~September 30~~December 31, 2023, $2933,~~378~~589 of the balance was due to our share transfer agent ~~and~~ $4,~~025~~612 related to accounting fees and $5,000 related to audit fees.

NOTE 5. LOAN PAYABLE – RELATED PARTY

As of ~~September 30~~December 31, 2023, and June 30, 2023, the balance outstanding under the loan payable - related party was $1423,~~409~~949 and $7,759, respectively.

During the ~~three~~six-month period ended ~~September 30~~December 31, 2023, one of our directors, who is also our principal shareholder, advanced to us $616,~~650~~190 by way of a loan to finance our working capital requirements.

The loan is unsecured, interest free and due on demand.

NOTE 6. PROMISSORY NOTES – RELATED PARTIES

As of ~~September 30~~December 31, 2023, and June 30, 2023, the balance outstanding under promissory notes - related parties was $5051,~~470~~010 and $50,380, respectively. The balance at ~~September 30~~December 31, 2023 included accrued interest of $90630.

We entered into a Promissory Note (“Note 1”) with Legacy Technology Holdings, Inc. for $9,000 due on demand for advances totaling $9,000 made in November 2022. Note 1 incurred no interest unless it defaults after demand and thereafter at 12% per annum. It is unsecured. Our directors, Calvin D. Smiley, Sr. and Redgie Green are also directors of Legacy Technology Holdings, Inc. and Mr. Green is the CEO/President of Legacy Technology Holdings, Inc.

Effective February 23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023, the Note incurred interest of 6% per year, and was assigned a maturity date of August 31, 2023.

Effective March 24, 2023, Note 1 was assigned from Legacy Technology Holdings, Inc. to Perigee Holdings, Inc. whose former directors were Calvin D. Smiley, Sr. and Redgie Green.

Note 1 went into default on August 31, 2023. Interest at a default rate of 18% is accruing on Note 1 subsequent to its default.

We also entered into a further Promissory Note (“Note 2”) in the amount of $41,110 with Michael A Littman, an affiliate of our principal shareholder, Michael A Littman Atty Defined Benefit Plan in respect of funds he had previously advance to us. Note 2 is due on demand and bears no interest unless demand is made and then the default rate is 12% per annum. It is unsecured.

NOTE 7. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Contractual Obligations

We are not party to any contractual obligations at this time.

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NOTE 8. SHAREHOLDERS’ DEFICIT

Common Stock

As of ~~September 30~~December 31, 2023, we were authorized to issue 500,000,000 shares of common stock with a par value of $0.0001.

No shares of common stock were issued during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022.

As of ~~September 30~~December 31, 2023 and June 30, 2023, 1,697,200 shares of common stock were issued and outstanding.

Warrants

No warrants were issued or outstanding during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022.

Stock Options

We currently have no stock option plan.

No stock options were issued or outstanding during the three and six-month periods ended ~~September~~December 3031, 2023 and 2022.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events after ~~September~~ 30December 31, 2023, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent event for which disclosure is required.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Management’s Discussion and Analysis of Financial Condition~~Forward-Looking ~~and Results of Operations.~~Statements

~~Forward~~This Form 10-~~Looking~~Q ~~Statements~~contains forward-looking statements that may be affected by matters outside our control that could cause materially different results.

~~This~~Some of the information in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. These statements ~~that~~express, ~~may~~or are based on, our expectations about future events. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be ~~affected~~identified by ~~matters~~the ~~outside~~use ~~our~~of ~~control~~forward-looking terminology, ~~that~~such ~~could~~as, ~~cause~~"may", ~~materially~~"will", ~~different~~"expect", ~~results~~"intend", "project", "estimate", "anticipate", "believe" or "continue" or the negative thereof or similar terminology. They include statements regarding our:

~~Some of the information in this Form~~● ~~10-Q~~financial ~~contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. These statements express~~position, or are based on, our expectations about future events. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as, "may", "will", "expect", "intend", "project", "estimate", "anticipate", "believe" or "continue" or the negative thereof or similar terminology. They include statements regarding our:

● business ~~financial position~~plans,

● the ~~business~~future ~~plans~~impact of the COVID-19 pandemic,

● ~~the future impact of the COVID-19 pandemic~~ budgets,

● amount, ~~budgets~~nature and timing of capital expenditures,

● cash ~~amount,~~flow ~~nature~~ and ~~timing~~anticipated ~~of capital expenditures~~liquidity,

● future ~~cash~~operations ~~flow~~of ~~and~~unknown ~~anticipated~~nature ~~liquidity~~costs,

● acquisition ~~future~~and ~~operations~~development of ~~unknown~~other ~~nature costs~~technology,

● future ~~acquisition~~demand ~~and~~for ~~development~~any ofproducts ~~other technology~~and services acquired,

● operating ~~future~~costs ~~demand for any products~~ and ~~services~~ ~~acquired,~~other expenses.

●Although we ~~operating~~believe ~~costs~~the expectations and forecasts reflected in these and other ~~expenses~~forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include:

~~Although we believe the expectations~~● ~~and~~general ~~forecasts~~economic ~~reflected in these and other forward-looking statements are reasonable~~conditions, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include:

● the ~~general~~future ~~economic~~impact ~~conditions~~of the COVID-19 pandemic,

● our ~~the~~cost ~~future impact~~ of ~~the COVID-19 pandemic~~operations,

● our ~~cost~~ability ofto ~~operations~~generate sufficient cash flows to operate,

● ~~our ability to generate sufficient~~ ~~cash~~availability ~~flows~~of ~~to operate~~capital,

● the ~~availability~~strength and financial resources of ~~capital~~our competitors,

● our ~~the~~ability ~~strength~~to find and ~~financial~~retain ~~resources of~~skilled ~~our competitors~~personnel, and

● the ~~our~~lack ~~ability~~of toliquidity ~~find~~of ~~and~~our ~~retain~~common ~~skilled personnel, and~~stock.

●Any of the ~~lack~~factors oflisted ~~liquidity~~above ofand other factors contained in this Form 10-Q could cause our ~~common~~actual results to differ materially ~~stock~~from the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our future results will meet our expectations. When you consider these forward-looking statements, you should keep in mind these risk factors and the other cautionary statements in this Form 10-Q. Our forward-looking statements speak only as of the date made.

~~Any of the factors listed above and other~~General ~~factors~~Business contained in this Form 10-Q could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our future results will meet our expectations. When you consider these forward-looking statements, you should keep in mind these risk factors and the other cautionary statements in this Form 10-Q. Our forward-looking statements speak only as of the date made.Plan

~~General~~Our business ~~Business~~plan ~~Plan~~to seek a merger has many uncertainties which pose risks to investors.

~~Our~~We intend to seek, investigate and, if such investigation warrants, acquire an interest in business ~~plan~~opportunities presented to us by persons or firms which desire to seek athe ~~merger~~advantages of an issuer who has ~~many~~complied with the Securities Act of 1934 (the “1934 ~~uncertainties~~Act”). ~~which~~We ~~pose~~will ~~risks~~not restrict our search to ~~investors~~any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new

We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for12

12Table of Contents

~~Table~~products or markets, to develop a new product or service, or for other corporate purposes. All of ~~Contents~~these activities have risk to investors including dilution and management.

~~and~~We ~~enter~~expect ~~into~~that the ~~potential~~selection of a business ~~opportunities~~opportunity will be complex. Due to general economic conditions, rapid technological advances being Wemade ~~anticipate~~in ~~that~~some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be ~~able~~sought, providing liquidity for incentive stock options or similar benefits to ~~participate~~key inemployees, ~~only~~providing ~~one~~liquidity (subject ~~potential~~to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business ~~venture~~opportunities may ~~because~~occur in many different industries and at various stages of ~~our~~development, ~~lack~~all of ~~financial~~which ~~resources.~~will make the task of comparative investigation Weand ~~may~~analysis ~~seek~~of asuch business ~~opportunity~~opportunities ~~with~~extremely ~~entities~~difficult ~~which~~and complex. We have, ~~recently~~and ~~commenced~~will ~~operations,~~continue orto ~~that~~have, ~~desire~~essentially no assets to ~~utilize~~provide the ~~public marketplace~~owners inof ~~order~~business toopportunities. ~~raise~~However, ~~additional~~we ~~capital~~will inbe ~~order~~able to ~~expand~~offer ~~into~~owners ~~new~~of ~~products~~acquisition orcandidates ~~markets,~~the opportunity to ~~develop~~acquire a ~~new~~controlling ~~product~~ownership orinterest ~~service, or~~in ~~for~~an ~~other~~issuer ~~corporate~~who ~~purposes.~~has ~~All~~complied ofwith ~~these~~the ~~activities~~1934 ~~have~~Act ~~risk~~without incurring the cost and time required to ~~investors~~conduct ~~including~~an ~~dilution~~initial ~~and~~public ~~management~~offering.

WeThe ~~expect that the selection~~ analysis of anew business ~~opportunity~~ opportunities will be ~~complex.~~undertaken ~~Due~~by, toor ~~general~~under ~~economic~~the ~~conditions~~supervision of, ~~rapid~~our ~~technological~~Board ~~advances~~of ~~being~~Directors. ~~made~~We inintend ~~some~~to ~~industries and~~concentrate ~~shortages~~on ofidentifying ~~available~~preliminary ~~capital,~~prospective webusiness ~~believe~~opportunities ~~that~~which ~~there~~may ~~are~~be ~~numerous~~brought ~~firms~~to ~~seeking~~our ~~the~~attention ~~benefits~~through present associations of anour ~~issuer~~director, ~~who~~professional ~~has~~advisors ~~complied~~or ~~with the~~by ~~1934~~our ~~Act~~stockholders. ~~Such~~In ~~benefits~~analyzing ~~may~~prospective ~~include~~business ~~facilitating~~opportunities, orwe ~~improving~~will ~~the~~consider such ~~terms~~matters onas ~~which~~(i) ~~additional~~available ~~equity~~technical, ~~financing~~financial ~~may~~and bemanagerial ~~sought, providing~~resources; ~~liquidity~~(ii) ~~for~~working ~~incentive~~capital ~~stock~~and ~~options~~other orfinancial ~~similar~~requirements; (iii) ~~benefits~~history toof ~~key~~operations, ~~employees~~if any, ~~providing~~and ~~liquidity~~prospects for the future; (~~subject~~iv) tonature ~~restrictions~~ of ~~applicable~~present ~~statutes)~~and ~~for~~expected ~~all~~competition; ~~stockholders~~(v) quality, experience and ~~other~~depth ~~factors.~~of ~~Potentially,~~management ~~available~~services; ~~business~~(vi) ~~opportunities~~potential ~~may~~for ~~occur~~further inresearch, ~~many different~~development ~~industries~~or ~~and~~exploration; at(vii) ~~various~~specific ~~stages~~risk factors ofnot ~~development,~~now ~~all~~foreseeable ofbut ~~which~~that ~~will~~may ~~make~~be anticipated to impact the ~~task~~proposed activities of ~~comparative~~the ~~investigation~~company; ~~and~~(viii) ~~analysis~~potential for ofgrowth ~~such~~or ~~business~~expansion; ~~opportunities~~(ix) ~~extremely~~potential ~~difficult~~for ~~and~~profit; ~~complex.~~(x) Wepublic ~~have,~~recognition and ~~will~~acceptance ~~continue~~of ~~to have~~products, ~~essentially~~services noor ~~assets~~trades; to(xi) ~~provide~~name ~~the~~identification; ~~owners~~and of(xii) ~~business~~other ~~opportunities.~~factors ~~However,~~that we ~~will~~consider berelevant. ~~able~~As topart ~~offer owners~~ of ~~acquisition~~our ~~candidates~~investigation of the business opportunity, ~~to acquire~~we aexpect ~~controlling~~to ~~ownership~~meet ~~interest~~personally inwith anmanagement ~~issuer~~and ~~who~~key ~~has~~personnel. ~~complied~~To ~~with~~ the ~~1934~~extent ~~Act~~possible, ~~without~~we ~~incurring~~intend ~~the~~to ~~cost~~utilize ~~and~~written ~~time~~reports ~~required~~and personal investigation to ~~conduct~~ anevaluate ~~initial~~the ~~public~~above ~~offering~~factors.

~~The~~We ~~analysis~~will ~~of new business opportunities~~not ~~will~~acquire ~~be undertaken by,~~ or ~~under~~merge ~~the~~with ~~supervision~~any ~~of,~~company ~~our~~for ~~Board~~which ofaudited ~~Directors.~~financial Westatements ~~intend~~cannot ~~to concentrate on identifying preliminary prospective business opportunities which may~~ be ~~brought~~obtained towithin ~~our~~a ~~attention~~reasonable ~~through~~period ~~present associations~~ of ~~our director, professional~~time ~~advisors~~after orclosing byof ~~our~~the ~~stockholders.~~proposed ~~In analyzing prospective business opportunities~~transaction, ~~we will consider such matters~~ as ~~(i)~~required ~~available technical,~~by ~~financial~~SEC ~~and~~Rules ~~managerial resources; (ii) working capital~~ and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factorsRegulations.

~~not now foreseeable but that may be anticipated~~Acquisition to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.Interest

WeIn ~~will~~implementing a ~~not~~structure ~~acquire~~for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or ~~merge~~licensing agreement with ~~any~~another company or entity. We may also acquire stock or assets of an existing business. Upon consummation ~~for~~of ~~which~~the ~~audited~~transaction, ~~financial~~it ~~statements~~is ~~cannot~~probable bethat ~~obtained~~our ~~within~~present amanagement ~~reasonable~~and ~~period~~stockholders will no longer be in control of ~~time~~us. ~~after~~In ~~closing~~addition, our directors may, as part of the ~~proposed~~terms of the acquisition transaction, as ~~required~~resign and be replaced by ~~SEC~~new ~~Rules~~directors without a vote of our stockholders, or sell their stock in us. Any such sale will only be made in compliance with the securities laws of the United States and ~~Regulations~~any applicable state.

~~Acquisition~~It ~~Interest~~is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company.

InThe ~~implementing a structure for a particular~~issuance ~~business~~of ~~acquisition,~~substantial weadditional ~~may~~securities ~~become~~and atheir ~~party~~potential tosale ainto ~~merger,~~any ~~consolidation,~~trading ~~reorganization,~~market ~~joint~~which ~~venture, or licensing agreement with another company or entity. We~~ may ~~also~~develop ~~acquire stock or assets of an existing business. Upon consummation of the transaction, it is probable that our present management and stockholders will no longer be~~ in ~~control of us. In addition,~~ our ~~directors~~securities may~~, as~~ ~~part~~have ofa ~~the~~depressive ~~terms~~effect ofon the ~~acquisition~~value ~~transaction, resign and be replaced by new directors without a vote~~ of our ~~stockholders,~~securities ~~or sell their stock~~ in usthe future. ~~Any~~There ~~such~~is ~~sale~~no ~~will~~assurance ~~only~~that besuch ~~made~~a intrading ~~compliance~~market ~~with~~will ~~the securities laws of the United States and any applicable state~~develop.

ItWhile the actual terms of a transaction cannot be predicted, it is ~~anticipated~~expected that ~~any~~the ~~securities~~parties ~~issued in~~to any ~~such~~business ~~reorganization~~transaction ~~would~~will befind ~~issued~~it indesirable to ~~reliance~~avoid ~~upon~~the ~~exemption~~creation ~~from~~of ~~registration~~a ~~under~~taxable ~~application~~event ~~federal~~ and ~~state~~thereby ~~securities laws.~~structure Inthe ~~some~~business ~~circumstances,~~transaction asin a ~~negotiated~~so-called ~~element~~“tax-free” reorganization under Sections 368(a)(1) or 351 of the ~~transaction,~~Internal weRevenue ~~may~~Code ~~agree~~(the “Code”). In order to ~~register~~obtain ~~all~~tax-free treatment orunder athe ~~part~~Code, ofit ~~such~~may ~~securities immediately~~be ~~after~~necessary for the ~~transaction~~owner isof ~~consummated~~the acquired business to own 80% or atmore ~~specified~~of ~~times~~the ~~thereafter~~voting stock of the surviving entity. IfIn such ~~registration~~an ~~occurs~~event, itour ~~will~~stockholders bewould ~~undertaken by~~retain less than 20% of the ~~surviving~~issued ~~entity~~and ~~after~~outstanding itshares ~~has~~of ~~successfully~~the surviving ~~consummated~~entity. aThis ~~merger~~would orresult ~~acquisition~~in ~~and~~significant isdilution noin ~~longer~~the ~~considered~~equity anof ~~inactive~~our ~~company~~stockholders.

The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.13

13Table of Contents

~~Table~~With respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of ~~Contents~~growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

~~While~~We ~~the~~will ~~actual~~participate in ~~terms of~~ a ~~transaction~~business ~~cannot be~~opportunity ~~predicted,~~only itafter isthe ~~expected~~negotiation ~~that~~and ~~the~~execution ~~parties~~of toappropriate ~~any~~written business ~~transaction~~agreements. ~~will~~Although ~~find it desirable to avoid~~ the ~~creation~~terms of asuch ~~taxable~~agreements ~~event~~cannot ~~and~~be ~~thereby~~predicted, ~~structure~~generally ~~the~~we ~~business~~anticipate ~~transaction~~that insuch aagreements ~~so-called~~will ~~“tax-free”~~(i) ~~reorganization~~require ~~under~~specific ~~Sections~~representations ~~368(a)(1)~~and orwarranties ~~351~~by all of the ~~Internal~~parties; ~~Revenue Code~~ (~~the “Code”~~ii). Inspecify ~~order~~certain toevents ~~obtain~~of ~~tax-free~~default; ~~treatment~~(iii) ~~under~~detail the ~~Code,~~terms ~~it may~~of beclosing ~~necessary~~and ~~for~~ the ~~owner~~conditions which ofmust ~~the~~be ~~acquired~~satisfied ~~business~~by toeach ~~own 80% or more~~ of the ~~voting~~parties ~~stock~~prior ofto ~~the~~and ~~surviving~~after ~~entity. In~~ such ~~event,~~ ~~our~~closing; ~~stockholders~~(iv) ~~would~~outline ~~retain~~the ~~less~~manner ~~than 20%~~ of ~~the~~bearing ~~issued~~costs, ~~and~~including costs ~~outstanding~~associated ~~shares~~with of the ~~surviving~~Company’s ~~entity.~~attorneys ~~This~~and ~~would~~accountants; ~~result in~~(v) ~~significant~~set ~~dilution~~forth inremedies ~~the~~on ~~equity~~defaults; ofand ~~our~~(vi) ~~stockholders~~include miscellaneous other terms.

~~With~~As ~~respect~~stated toabove, we ~~any~~will ~~merger~~not acquire or ~~acquisition,~~merge with any entity which cannot provide independent audited financial statements within a reasonable ~~and~~period ~~depending~~of ~~upon,~~time ~~among~~after ~~other~~closing ~~things,~~of the ~~target~~proposed ~~company’s~~transaction. ~~assets~~If ~~and~~such ~~liabilities,~~audited ~~our~~financial ~~stockholders~~statements ~~will~~are innot ~~all~~available ~~likelihood~~at closing, or ~~hold~~within atime ~~substantially~~parameters ~~lesser~~necessary ~~percentage~~to ~~ownership~~ensure ~~interest~~our incompliance uswithin ~~following~~the ~~any~~requirements ~~merger~~of orthe ~~acquisition.~~1934 ~~The~~Act, ~~percentage~~or ~~ownership~~if ~~may~~the audited financial bestatements ~~subject~~provided do not conform to ~~significant~~the ~~reduction~~representations inmade by that business to be acquired, the ~~event~~definitive weclosing ~~acquire~~documents will aprovide ~~target~~that ~~company~~the ~~with~~proposed ~~assets~~transaction ~~and~~will ~~expectations~~be voidable, at the discretion of ~~growth~~our present management. ~~Any~~If ~~merger~~such a transaction oris ~~acquisition~~voided, ~~can~~the bedefinitive ~~expected~~closing todocuments ~~have~~will aalso ~~significant~~contain ~~dilutive~~a ~~effect~~provision onproviding ~~the~~for ~~percentage~~reimbursement offor ~~shares~~our ~~held~~costs byassociated with ~~our~~the ~~stockholders~~proposed transaction.

We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.Competition

AsWe ~~stated~~believe ~~above,~~ we are ~~will~~an ~~not~~insignificant ~~acquire~~participant oramong ~~merge with~~the ~~any~~firms ~~entity~~ which ~~cannot~~engage ~~provide~~in ~~independent~~the ~~audited~~acquisition ~~financial statements within a reasonable period~~ of ~~time~~business ~~after closing of the proposed transaction~~opportunities. IfThere ~~such audited financial statements~~ are ~~not~~many ~~available at closing, or within time parameters necessary~~established toventure ~~ensure~~capital ~~our~~and ~~compliance within the requirements of the 1934 Act, or if the audited~~ financial ~~statements~~concerns ~~provided do not conform to the representations made by~~ that ~~business~~have tosignificantly begreater ~~acquired,~~financial ~~the~~and ~~definitive~~personnel ~~closing~~resources ~~documents~~and ~~will~~technical ~~provide that the proposed transaction~~expertise ~~will~~than bewe ~~voidable,~~have. atIn ~~the~~view ~~discretion~~ of our ~~present~~limited ~~management.~~financial Ifresources ~~such~~and ~~transaction~~limited ismanagement ~~voided~~availability, ~~the~~we ~~definitive~~will ~~closing~~continue ~~documents will~~to ~~also~~be ~~contain~~at a ~~provision~~significant competitive ~~providing~~disadvantage ~~for~~compared ~~reimbursement~~to ~~for~~ our ~~costs associated with the proposed transaction~~competitors.

~~Competition~~Investment Company Act 1940

WeAlthough we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we ~~are~~will annot ~~insignificant~~be ~~participant~~subject ~~among~~to regulation under the ~~firms~~Investment ~~which~~Company ~~engage~~Act inof 1940 (the ~~acquisition~~“1940 ofAct”) insofar as we will not be engaged in the business of ~~opportunities~~investing or trading in securities. ~~There~~In ~~are~~the ~~many~~event ~~established~~we ~~venture~~engage ~~capital~~in ~~and~~business ~~financial concerns~~combinations that ~~have~~result ~~significantly~~in ~~greater~~us ~~financial~~holding ~~and~~passive ~~personnel~~investment interests ~~resources~~in ~~and~~a ~~technical~~number ~~expertise~~of ~~than~~entities, we ~~have.~~could Inbe ~~view~~subject ofto ~~our limited~~regulation ~~financial~~under ~~resources~~the ~~and~~1940 ~~limited~~Act. ~~management~~In ~~availability~~such an event, we ~~will~~would ~~continue~~be required to beregister atas aan investment company and incur significant ~~competitive~~registration ~~disadvantage~~and compliance costs. We have obtained no formal determination ~~compared~~from the SEC as to our ~~competitors~~status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

~~Investment~~Intellectual ~~Company Act 1940~~Property

~~Although~~We wehave ~~will~~not ~~be subject to regulation under the Securities Act of 1933, as amended,~~ and ~~the~~do ~~1934 Act, we believe we will~~ not beown subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any ~~violation of the 1940 Act would subject us to material adverse consequences. We believe~~intellectual ~~that, currently, we are exempt under Regulation 3a-2 of the 1940 Act~~property.

~~Intellectual Property~~Employees

We presently have ~~not~~no ~~and~~full-time doexecutive, operational ~~not~~or ~~own~~clerical ~~any intellectual property~~staff.

~~Employees~~We operate with three directors and two officers who provide their services to us on a part time basis:

WeCalvin ~~presently~~D. ~~have~~Smiley, noSr. ~~full-time~~is ~~executive,~~our ~~operational~~Chief orExecutive ~~clerical~~Officer, ~~staff~~President, Acting Chief Financial Officer and a director; Michael A. Littman is our secretary and director; and

14Redgie Green is a director.

~~Table of Contents~~14

WeTable ~~operate~~of ~~with three directors and two officers who provide their services to us on a part time basis:~~Contents

~~Calvin D. Smiley, Sr. is our Chief Executive Officer, President, Acting Chief Financial Officer and a director; Michael A. Littman is our secretary and director; and~~Revenue

~~Redgie~~We ~~Green~~have isnot arecorded ~~director~~any revenues during the three and six-month periods ended December 31, 2023 and 2022.

~~Revenue~~Factors Effecting Future Performance

WeOur ~~have~~goal ~~not~~is to ~~recorded~~obtain ~~any~~debt ~~revenues~~and/or ~~during~~equity ~~the three-month~~finance ~~periods~~to ~~ended~~meet ~~September~~our ~~30,~~ongoing ~~2023~~operating expenses and ~~2022~~attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.

~~Factors~~Although ~~Effecting~~there is ~~Future~~no ~~Performance~~assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern.

~~Our~~Any ~~goal is to obtain debt and/~~acquisition or ~~equity~~merger ~~finance to~~will ~~meet~~most ~~our~~likely ~~ongoing~~be ~~operating~~dilutive ~~expenses and attempt~~ to ~~merge with another entity with experienced management and opportunities for growth in return for shares of~~ our ~~common~~existing ~~stock to create value for our shareholders~~stockholders.

~~Although~~RESULTS ~~there~~OF ~~is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern.~~OPERATIONS

~~Any~~Our ~~acquisition~~plan of operations is to raise debt and/or ~~merger~~equity to meet our ongoing operating expenses and seek to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will ~~most~~successfully ~~likely~~complete this series of transactions. In particular, there is no assurance that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive toeffect on the percentage of shares held by our ~~existing~~current stockholders.

~~RESULTS~~THREE-MONTH PERIOD OFENDED ~~OPERATIONS~~DECEMBER 31, 2023 COMPARED TO THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2022

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and seek to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.Revenue

~~THREE~~We recognized no revenue during the three-~~MONTH~~month ~~PERIOD ENDED~~period ~~SEPTEMBER~~ended ~~30,~~December 31, 2023 ~~COMPARED~~or TO2022 ~~THE~~as ~~THREE-MONTH~~we ~~PERIOD~~had ~~ENDED~~no ~~SEPTEMBER~~revenue ~~30,~~generating ~~2022~~activities during this period.

~~Revenue~~General and Administrative Expenses

WeDuring ~~recognized no revenue during~~ the three-month period ended ~~September~~December 3031, 2023, orwe incurred ~~2022~~general asand weadministrative ~~had~~expenses noof ~~revenue~~$19,418, ~~generating~~comprising ~~activities~~accounting fees of $6,187, auditing fees of $5,000, share ~~during~~transfer ~~this~~agent ~~period~~fees of $2,211, EDGAR fees of $940, office expenses of $50 and other fees of $30 and accrued auditing fees of $5,000.

~~General~~By comparison, during the three-month period ended December 31, 2022, we incurred general and ~~Administrative~~administrative ~~Expenses~~expenses of $14,375, comprising accounting fees of $7,000, auditing fees of $3,750, miscellaneous fees of $1,375, EDGAR fees of $1,500 and share transfer agent fees of $750.

~~During~~Operating the three-month period ended September 30, 2023, we incurred general and administrative expenses of $6,224, comprising accounting fees of $4,025, share transfer agent fees of $2,116 and office expenses of $83.loss

ByDuring ~~comparison, during~~ the three-~~months~~month period ended ~~September~~December 3031, 2023 and 2022, we incurred ~~general~~operating ~~and~~losses ~~administrative expenses~~ of $219,~~683, comprising~~418 ~~OTC~~and ~~market fees of~~ $114,~~833~~375, ~~share~~respectively, ~~transfer~~due ~~agent~~to ~~fees~~the offactors ~~$751~~described ~~and state filing fees of $99~~above.

~~Operating~~Other income ~~loss~~(expense)

During the three-month ~~period~~periods ended ~~September~~December 3031, 2023 ~~and 2022~~, we incurred ~~operating~~interest ~~losses~~expense of– ~~$6,224~~related ~~and~~party of $~~2,683,~~540 ~~respectively,~~during ~~due~~the three-month toperiod ~~the~~ended ~~factors~~December ~~described~~31, ~~above~~2023.

15During the three-month period ended December 31, 2022, we recognized no other income (expense).

~~Table of Contents~~15

~~Other expense~~Table of Contents

~~During~~Loss ~~the~~before ~~three-month~~Income ~~period ended September 30, 2023 we incurred $90 interest expense on one of our related party promissory notes.~~Tax

WeDuring ~~incurred no other expense during~~ the three-month ~~period~~periods ended ~~September~~December 3031, 2023 and 2022, we recognized losses before income taxes of $19,958 and $14,375, respectively, due to the factors described above.

~~Loss before~~Provision for Income Tax

~~During~~No provision for income taxes was recorded during the three-month periods ended ~~September~~December 3031, 2023 and 2022, as we ~~recognized~~incurred taxable losses ~~before~~in ~~income~~both ~~taxes of $6,314 and $2,683, respectively, due to the factors described above~~periods.

~~Provision for~~Net ~~Income Tax~~Loss

NoDuring ~~provision for income taxes was recorded during~~ the three-month periods ended ~~September~~December 3031, 2023 and 2022, as we ~~incurred~~recognized ~~taxable~~ net losses inof ~~both~~$19,958 ~~periods~~and $14,375, respectively, due to the factors described above.

~~Net~~ SIX-MONTH ~~Loss~~PERIOD ENDED DECEMBER 31, 2023 COMPARED TO THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2022

~~During the three-month periods ended September 30, 2023 and 2022, we recognized net losses of $6,314 and $2,683, respectively, due to the factors described above.~~Revenue

~~CASH~~We recognized ~~FLOW~~no revenue during the six-month period ended December 31, 2023 or 2022 as we had no revenue generating activities during this period.

~~As of September 30, 2023, we had cash of $242,~~General ~~no revenue generating activities or other source of income~~ and weAdministrative ~~had outstanding liabilities of $98,282 and a shareholders’ deficit of $98,040.~~Expenses

ByDuring the ~~comparison,~~six-month asperiod ofended ~~June~~December 3031, 2023, we ~~have~~incurred ~~cash~~general and administrative expenses of $~~325~~25,642, nocomprising ~~revenue~~accounting ~~generating~~fees ~~activities~~of or$10,212, ~~other~~auditing ~~source~~fees of ~~income~~$5,000, ~~and~~share wetransfer agent ~~had~~fees ~~outstanding~~of ~~liabilities~~$4,326, EDGAR fees of $92940,~~051~~ office expenses of $104 and aother ~~shareholders’ deficit~~fees of $9160 and accrued auditing fees of $5,~~726~~000.

~~Consequently~~By comparison, weduring ~~are~~the ~~now~~six-month ~~dependent~~period onended ~~raising additional~~December ~~equity~~31, ~~and/or~~2022, ~~debt~~we toincurred ~~meet~~general ~~our~~and ~~ongoing~~administrative ~~operating~~ expenses. ~~There~~of is$17,058, nocomprising accounting ~~assurance~~fees ~~that~~of we$7,000, ~~will~~auditing befees ~~able~~of to$3,750, ~~raise~~miscellaneous ~~the~~fees ~~necessary equity~~of ~~and/or~~$3,208, ~~debt~~share ~~that~~transfer weagent ~~will~~fees ~~need~~of to$1,501, ~~fund~~EDGAR ~~our~~fees of ~~ongoing~~$1,500 ~~operating~~and ~~expenses~~other fees of $99.

~~We will be reliant, potentially, on advances~~Operating ~~from our principal shareholders or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources.~~loss

~~Our principal shareholder has indicated his~~During ~~intention to provide such funds as may be required for~~ the ~~Company~~six-month toperiod ~~become,~~ended ~~and~~December ~~remain~~31, a2023 ~~fully reporting public company while seeking to create value for shareholders by merging with another entity with experienced management~~ and ~~opportunities for growth~~2022, inwe ~~return~~incurred ~~for~~operating ~~shares~~losses of ~~its~~$25,642 ~~common stock. Such intentions do not represent a binding commitment by the principal shareholder~~ and ~~there~~ is$17,058, norespectively, ~~guarantee~~due ~~that our two principal shareholders will be able~~ to ~~provide~~ the ~~funding~~factors ~~necessary~~described ~~to achieve this objective~~above.

~~We currently believe that our principal shareholder~~Other ~~will~~income be able to provide us with the funding necessary to effect our business plan to merge with another entity. However, while our principal shareholder has indicated his intention to provide us with sufficient funding to achieve this objective, there is no guarantee that he will be able to provide funding necessary to enable us to merge with another entity.(expense)

~~If we are unable to obtain~~ During the ~~necessary~~six-month ~~funding from~~period ~~our~~ended ~~principal~~December ~~shareholder~~31, 2023 we ~~anticipate~~incurred $630 ~~facing~~interest ~~major~~expense ~~challenges~~on inone ~~raising~~of ~~the necessary funding to effect~~ our ~~business~~related ~~plan to~~party ~~merge~~promissory ~~with another entity~~notes. ~~Raising debt or equity funding for small publicly quoted, penny stock, shell companies is always extremely challenging.~~

~~Future losses are likely to occur as, until~~We weincurred ~~are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have~~ no ~~sources of income to meet our operating expenses. As a result of these, among~~ other ~~factors,~~expense weduring ~~received from our registered independent public accountants in their report for~~ the ~~financial~~six-month ~~statements for~~period ~~the years~~ ended ~~June~~December 3031, ~~2023 and 2022, an explanatory paragraph stating~~ ~~that there is substantial doubt about our ability to continue as a going concern~~2022.

16Loss before Income Tax

~~Table~~During the six-month periods ended December 31, 2023 and 2022, we recognized losses before income taxes of ~~Contents~~$26,272 and $17,058, respectively, due to the factors described above.

~~The following is a summary of the Company’s~~Provision ~~cash flows provided by (used in) operating, investing, and financing activities~~ for ~~the~~Income ~~three-month periods ended September 30, 2023 and 2022:~~Tax

	Three-months ended September 30, 2023			Three-months ended September 30, 2022
Net Cash Used in Operating Activities	$	(6,823	)	$	(99	)
Net Cash Used in Investing Activities		—			—
Net Cash Provided by Financing Activities		6,740			99
Net Change in Cash	$	(83	)	$	—

No provision for income taxes was recorded during the six-month periods ended December 31, 2023 and 2022 as we incurred taxable losses in both periods.

~~Operating Activities~~16

~~During the~~Table ~~three-month period ended September 30,2023, we incurred a net loss~~ of ~~$6,314 which after adjustment for a $509 decrease in accounts payable and accruals resulted in net cash of $40,390 being used in operating activities.~~Contents

~~By comparison,~~Net the three-month period ended September 30, 2022, we recognized net loss of $6,650 which after adjustment for a $1,833 decrease in prepaid expenses and a $751 increase in accounts payable, resulted in net cash of $99 being used in operating activities.Loss

~~Investing~~During the ~~Activities~~six-month periods ended December 31, 2023 and 2022, we recognized net losses of $26,272 and $17,058, respectively, due to the factors described above.

~~During~~CASH ~~the three-month periods ended September 30,2023 and 2022, we had no investing activities.~~FLOW

~~Financing~~As ~~Activities~~of December 31, 2023, we had cash of $162, no revenue generating activities or other source of income and we had outstanding liabilities of $118,160 and a shareholders’ deficit of $117,998.

~~During~~By comparison, ~~the~~as ~~three-month~~of ~~period~~June ~~ended September~~ 30, 2023, ~~received~~we ~~$6,650~~have bycash ~~way~~ of ~~loan~~$325, ~~from~~no ~~related~~revenue ~~party~~generating ~~and~~activities ~~accrued~~or ~~$90~~other ~~interest~~source ~~on one~~ of ~~our~~income ~~promissory~~and ~~notes~~we ~~related~~had ~~party~~outstanding ~~resulting in net cash~~ liabilities of $692,~~740~~051 ~~being~~and ~~provided~~a byshareholders’ ~~financing~~deficit ~~activities~~of $91,726.

~~By comparison~~Consequently, ~~during~~we ~~the~~are ~~three-month~~now ~~period~~dependent ~~ended~~on ~~September~~raising ~~30,~~additional ~~2022~~equity and/or debt to meet our ongoing operating expenses. There is no assurance that we ~~received~~will ~~$99~~be byable ~~way~~to ofraise ~~loan~~the ~~from~~necessary ~~related~~equity ~~party~~and/or ~~resulting~~debt inthat ~~net~~we ~~cash of~~will ~~$99~~need ~~being~~to ~~provided~~fund byour ~~financing~~ongoing ~~activities~~operating expenses.

We ~~are~~will ~~dependent~~be ~~upon the receipt of capital~~reliant, ~~investment~~potentially, oron ~~other~~advances ~~financing~~from ~~to fund~~ our ~~ongoing~~principal ~~operations and to execute our business plan to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our~~ shareholders~~. In~~ ~~addition,~~or ~~we are dependent upon~~ our ~~controlling~~directors ~~shareholder to provide continued funding~~ and ~~capital resources~~officers. IfThere ~~continued funding~~can ~~and~~be ~~capital~~no ~~resources~~guarantee ~~are~~that ~~unavailable at reasonable terms,~~ we ~~may not~~ will be able to ~~implement~~obtain ~~our~~sufficient ~~plan~~funding offrom ~~operations~~these sources.

~~CRITICAL~~Our ~~ACCOUNTING~~principal shareholder ~~POLICIES~~has indicated his intention to provide such funds as may be required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stock. Such intentions do not represent a binding commitment by the principal shareholder and there is no guarantee that our two principal shareholders will be able to provide the funding necessary to achieve this objective.

~~All~~We ~~companies~~currently believe ~~are~~that ~~required~~our toprincipal ~~include~~shareholder awill ~~discussion of~~be ~~critical~~able ~~accounting~~to ~~policies~~provide ~~and~~us ~~estimates~~with ~~used in~~ the ~~preparation~~funding ofnecessary ~~their~~to ~~financial~~effect ~~statements.~~our Onbusiness anplan ~~on-going~~to ~~basis, we evaluate~~merge ~~our~~with ~~critical~~another ~~accounting policies and estimates~~entity. WeHowever, ~~base~~while our ~~estimates~~principal onshareholder ~~historical~~has ~~experience~~indicated ~~and~~his onintention ~~various~~to ~~other~~provide ~~assumptions that~~us wewith ~~believe~~sufficient funding to beachieve ~~reasonable~~this ~~under the circumstances~~objective, ~~the~~there ~~results~~is ofno ~~which~~guarantee ~~form~~that ~~our~~he ~~basis~~will ~~for~~be ~~making~~able ~~judgments~~to ~~about~~provide the ~~carrying values~~funding ofnecessary ~~assets~~to ~~and~~enable ~~liabilities~~us ~~that~~to ~~are~~merge ~~not readily apparent from other sources. Actual results may differ from these estimates~~with ~~under~~another ~~different assumptions or conditions~~entity.

~~Our~~If ~~significant~~we ~~accounting policies~~ are ~~described~~unable into ~~Note~~obtain 3the ofnecessary funding from our ~~Condensed~~principal ~~Unaudited~~shareholder, ~~Financial~~we ~~Statements~~anticipate ~~above.~~facing ~~These~~major ~~policies~~challenges ~~were~~in ~~selected~~raising ~~because~~the ~~they~~necessary funding ~~represent~~to ~~the~~effect ~~more~~our ~~significant accounting~~business ~~policies~~plan ~~and~~to ~~methods~~merge ~~that~~with ~~are~~another ~~broadly~~entity. ~~applied~~Raising indebt ~~the~~or ~~preparation~~equity funding for small publicly quoted, penny ofstock, ~~our~~shell ~~financial~~companies ~~statements~~is always extremely challenging.

17Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2023 and 2022, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

~~Table~~The following is a summary of ~~Contents~~the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six-month periods ended December 31, 2023 and 2022:

Inflation

	Six- months ended December 31, 2023			Six- months ended December 31, 2022
Net Cash Used in Operating Activities	$	(16,983	)	$	(13,336	)
Net Cash Used in Investing Activities		—			—
Net Cash Provided by Financing Activities		16,820			13,861
Net Change in Cash	$	(163	)	$	525

To date inflation has not been a major factor in our proposed business plan. However, there are significant inflationary pressures in the larger economy. The impact of inflation is being reflected in higher wages, increased pricing of equipment and products and generally higher prices across all sectors of the economy. We plan on carefully evaluating the impact of inflation and price increase pressures on our proposed business plan.17

~~Off~~Table ~~-Balance~~of ~~Sheet Arrangements~~Contents

~~Per SEC regulations, we are required to disclose~~Operating our 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, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of September 30, 2023 and June 30, 2023, we had no off-balance sheet arrangements.Activities

~~Share~~During the six-~~based~~month ~~Compensation~~period ended December 31,2023, we incurred a net loss of $26,272 which after adjustment for a $9,289 increase in accounts payable and accruals resulted in net cash of $16,983 being used in operating activities.

~~The cost of equity instruments issued to non-employees~~By incomparison, ~~return~~during ~~for goods and services is measured by~~ the ~~fair~~six-month ~~value~~period ofended ~~the~~December ~~equity~~31, ~~instruments~~2022, ~~issued~~we inrecognized ~~accordance~~a ~~with~~net ~~ASC~~loss ~~718~~$17,058 ~~“Compensation -~~which ~~Stock~~was ~~Compensation.”~~reduced ~~Measurement date~~ for ~~non-employees~~cash isflow purposes ~~the~~by ~~grant~~a ~~date~~$3,208 ofdecrease ~~the~~in ~~stock-based~~prepaid ~~compensation.~~expenses ~~The~~and ~~cost~~a ~~of employee~~$514 ~~services~~increase ~~received~~ in ~~exchange~~accounts ~~for~~payable ~~equity~~and ~~instruments~~accruals isresulting ~~based~~in onnet ~~the~~cash ~~grant date fair value~~ of $13,336 ~~the~~being ~~equity~~used ~~instruments~~in ~~issued~~operating activities.

~~Recently Issued Accounting Pronouncements~~Investing Activities

~~We have reviewed all~~ During the ~~recently~~six-month ~~issued,~~periods ~~but not~~ended ~~yet~~December ~~effective~~31, ~~accounting~~2023 ~~pronouncements~~ and do2022, we ~~not~~had ~~believe~~no ~~any of these pronouncements will have a material impact on our~~investing ~~financial statements~~activities.

~~Contractual Obligations~~Financing Activities

~~The~~During the ~~only~~six-month ~~contractual~~period ~~obligations~~ended ~~are~~December in31, ~~respect~~2023, received $16,190 by way of loan ~~payable –~~from related party and ~~the~~accrued ~~promissory~~$630 ~~notes~~interest ~~payable~~on one –of our promissory notes related ~~parties~~party ~~described~~resulting in ~~the~~net ~~condensed~~cash ~~unaudited~~of ~~financial~~$16,820 ~~statements above~~being provided by financing activities.

~~Item~~By comparison, 3.during ~~Quantitative~~the six-month period ended December 31, 2022, we received net cash flows of $13,681 from financing activities: $4,861 by way of loan from a related party and ~~Qualitative~~$9,000 ~~Disclosures~~by ~~about~~way ~~Market~~of ~~Risk~~a promissory note from another related party.

AsWe aare ~~“smaller~~dependent upon ~~reporting~~the ~~company”~~receipt asof ~~defined~~capital byinvestment ~~Item~~or other financing to fund our ongoing operations and to execute our business plan to merge 10with another entity with experienced management and opportunities for growth in return for shares of ~~Regulation~~our ~~S-K~~common stock to create value for our shareholders. In addition, ~~the~~we ~~Company~~are isdependent ~~not~~upon ~~required~~our controlling shareholder to provide ~~information~~continued ~~required~~funding byand ~~this~~capital resources. ~~Item~~If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

~~Item~~CRITICAL 4.ACCOUNTING ~~Controls and Procedures. Evaluation of Disclosure Controls and Procedures~~POLICIES

~~Our~~All ~~management~~companies are ~~conducted~~required anto ~~evaluation,~~include ~~with the~~a ~~participation~~discussion of ~~our~~critical ~~Chief~~accounting ~~Executive~~policies ~~Officer,~~and ~~who~~estimates isused ~~our~~in ~~principal~~the ~~executive~~preparation ~~officer,~~of ~~who~~their ~~is also our acting principal~~ financial ~~and~~statements. ~~accounting~~On ~~officer,~~an ofon-going ~~the~~basis, ~~effectiveness~~we ofevaluate our ~~disclosure~~critical ~~controls~~accounting policies and ~~procedures~~estimates. ~~(as~~We ~~defined~~base inour ~~Rules~~estimates ~~13a-15(e)~~on ~~and 15d-15(e)~~historical ~~under~~experience ~~the~~and ~~Securities~~on ~~Exchange~~various ~~Act~~other ofassumptions ~~1934,~~that aswe ~~amended~~believe ~~(the~~to ~~“Exchange~~be ~~Act”))~~reasonable asunder of the ~~end~~circumstances, of the ~~period~~results ~~covered~~of bywhich form ~~this~~our ~~Form~~basis ~~10-Q.~~for ~~Based~~making onjudgments ~~that~~about ~~evaluation,~~the wecarrying ~~concluded~~values ~~that because~~ of ~~the~~assets ~~material weakness~~ and ~~significant~~liabilities ~~deficiencies~~that inare ~~our internal~~not ~~control~~readily ~~over~~apparent ~~financial~~from ~~reporting~~other ~~described~~sources. Actual ~~below,~~results ~~our~~may ~~disclosure~~differ ~~controls~~from ~~and~~these ~~procedures~~estimates ~~were~~under ~~not~~different ~~effective~~assumptions asor ~~of September 30, 2023~~conditions.

~~Management’s~~Our ~~Annual~~significant accounting ~~Report~~policies onare ~~Internal Control~~described ~~over~~in Note 3 of our Condensed Unaudited Financial ~~Reporting~~Statements above. 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.

~~Management is responsible for the preparation~~Inflation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles.

18To date inflation has not been a major factor in our proposed business plan. However, there are significant inflationary pressures in the larger economy. The impact of inflation is being reflected in higher wages, increased pricing of equipment and products and generally higher prices across all sectors of the economy. We plan on carefully evaluating the impact of inflation and price increase pressures on our proposed business plan.

~~Table~~Off of-Balance Sheet ~~Contents~~Arrangements

~~Management~~Per isSEC ~~responsible for establishing~~regulations, ~~and~~we ~~maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls~~ are ~~designed~~required to ~~provide~~disclose ~~reasonable~~our ~~assurance~~off-balance ~~that~~sheet ~~the~~arrangements ~~reported~~that ~~financial~~have ~~information~~or ~~is presented fairly, that disclosures~~ are ~~adequate,~~reasonably ~~and~~likely ~~that~~to ~~the~~have ~~assumptions~~a ~~and~~current ~~opinions~~or infuture effect ~~the~~on ~~preparation~~our of financial ~~statements~~condition, ~~are~~such ~~reasonable.~~as ~~There~~changes ~~are inherent limitations~~ in ~~the~~financial ~~effectiveness~~condition, ofrevenues, ~~any~~expenses, ~~system~~results of ~~internal~~operations, ~~controls~~liquidity, capital ~~including~~expenditures, ~~the~~or ~~possibility~~capital ofresources ~~human~~that ~~error~~are ~~and~~material ~~overriding~~to ~~of controls~~investors. ~~Consequently,~~As anof ~~ineffective~~December ~~internal~~31, ~~control~~2023 ~~system~~and ~~can~~June ~~only provide reasonable~~30, ~~not absolute~~2023, ~~assurance~~we ~~with~~had ~~respect~~no tooff-balance ~~reporting~~sheet ~~financial information~~arrangements.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.18

WeTable ~~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 effective as of September 30, 2023 for the reasons discussed below.Contents

AShare-based 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 September 30, 2023:Compensation

● The ~~Company~~cost ~~did~~of equity ~~not~~instruments ~~maintain~~issued ~~effective~~to ~~controls~~non-employees ~~over~~in ~~certain~~return ~~aspects~~for ofgoods and services is measured by the ~~financial~~fair ~~reporting~~value ~~process~~of ~~because~~the weequity ~~lacked~~instruments issued ~~personnel~~in accordance with ~~accounting~~ASC ~~expertise~~718, ~~and~~“Compensation an- ~~adequate~~Stock ~~supervisory~~Compensation.” ~~review~~The ~~structure~~measurement ~~that~~date for non-employees is the ~~commensurate~~grant ~~with~~date ~~our~~of ~~financial~~the ~~reporting~~stock-based ~~requirements~~compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.

●Recently Issued ~~Material~~Accounting ~~Weakness – Inadequate segregation of duties.~~Pronouncements

~~There~~We ~~are~~have noreviewed all ~~assurances that~~ the ~~material~~recently ~~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~~issued, ~~which~~but ~~could lead to a restatement of those financial statements. Our management does~~ not ~~expect~~ ~~that~~yet ~~our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system~~effective, no ~~matter~~accounting ~~how~~pronouncements ~~well conceived~~ and ~~maintained,~~do ~~can provide only reasonable,~~ not ~~absolute,~~believe ~~assurance~~any ~~that the objectives~~ of ~~the~~these ~~control~~pronouncements will ~~system~~have ~~are met. Further, the design of~~ a ~~control~~material ~~system~~impact ~~must~~on ~~account~~our ~~for~~financial ~~resource constraints~~statements. 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~~Contractual 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 Form 10-Q.Obligations

~~Changes~~The only contractual obligations are in ~~Internal~~respect ~~Controls~~of ~~over~~loan ~~Financial~~payable – related party and the promissory notes payable – related parties described in the ~~Reporting~~condensed unaudited financial statements above.

~~There~~Item ~~have~~3. ~~been~~Quantitative noand ~~changes in our internal~~Qualitative ~~control~~Disclosures ~~over~~about ~~financial~~Market ~~reporting during the three months period ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting~~Risk.

19As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

~~Table~~Item of4. ~~Contents~~Controls and Procedures.

~~PART~~Evaluation IIof Disclosure Controls and Procedures

~~OTHER~~Our ~~INFORMATION~~management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer, who is also our acting principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2023.

~~Item~~Management’s Annual 1.Report ~~Legal~~on ~~Proceedings.~~Internal Control over Financial Reporting

~~There~~Management ~~are~~is responsible ~~presently~~for ~~no material pending legal proceedings to which~~ the ~~Company,~~preparation ~~any executive officer, any owner~~ of ~~record~~our orfinancial ~~beneficially~~statements ofand ~~more~~related ~~than~~information. ~~five~~Management ~~percent~~uses ofits ~~any~~best ~~class~~judgment ofto ~~voting securities~~ensure isthat athe ~~party~~financial orstatements aspresent toaccurately, ~~which~~in ~~any~~material ofrespects, ~~its~~our ~~property~~financial isposition ~~subject,~~ and noresults ~~such~~of ~~proceedings~~operations ~~are~~in ~~known~~fairness and toconformity ~~the~~with ~~Company~~generally toaccepted beaccounting ~~threatened or contemplated against it~~principles.

~~Item~~Management 1Ais responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These ~~Risk~~internal ~~Factors~~controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

AsOur ainternal control ~~“smaller~~over financial reporting ~~company”~~includes aspolicies ~~defined~~and byprocedures ~~Item~~that: (i) pertain to maintaining records that, in reasonable 10detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of ~~Regulation~~our ~~S-K,~~financial statements in accordance with generally accepted accounting principles and that the ~~Company~~receipts and isexpenditures ~~not~~of ~~required~~company toassets are made in accordance with our management’s and directors’ authorization; and (iii) provide ~~information~~reasonable ~~required~~assurance byregarding ~~this~~the ~~Item~~prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

~~Item~~We 2.conducted an ~~Unregistered~~evaluation ~~Sale~~of the effectiveness of ~~Equity~~our ~~Securities~~internal ~~and~~control ~~Use~~over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of ~~Proceeds.~~Sponsoring Organizations of the Treadway

~~None.~~19

~~Item~~Table 3.of ~~Defaults Upon Senior Securities.~~Contents

~~None~~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 effective as of December 31, 2023 for the reasons discussed below.

~~Item~~A 4significant 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. ~~Mine~~A ~~Safety~~material weakness ~~Disclosures~~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 December 31, 2023:

~~Not~~● ~~applicable~~The toCompany did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our ~~Company~~financial reporting requirements.

~~Item~~● 5.Material ~~Other~~Weakness ~~Information~~– Inadequate segregation of duties.

~~None~~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.

~~Item~~This 6Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. The ~~Exhibits~~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 Form 10-Q.

~~Exhibits.~~Changes ~~The following is a complete~~in ~~list~~Internal ofControls ~~exhibits~~over ~~filed~~Financial ~~as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.~~Reporting

Exhibit No.		Description
31		Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32		Certification of Chief Executive Officer and Acting Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

There have been no changes in our internal control over financial reporting during the three months period ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

~~SIGNATURES~~PART II

~~Pursuant~~OTHER to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.INFORMATION

November 19, 2023	VECTOR 21 HOLDINGS, INC.
	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr.,
	Chief Executive Officer and Director
	(Principal Executive Officer)
	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr., Acting Chief Financial Officer and Director (Principal Accounting Officer)

Item 1. Legal Proceedings.

21There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

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As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

31.1	Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of Chief Executive Officer and Acting Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

Table of Contents

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.

April 22, 2024	VECTOR 21 HOLDINGS, INC.

	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr.,
	Chief Executive Officer and Director
	(Principal Executive Officer)


	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr., Acting Chief Financial Officer and Director (Principal Accounting Officer)

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