Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Results of Operations
For the three-month period ended May 31, 2022 and May 31, 2021 we had no revenues.Expenses for the three-month period ended May 31, 2022 totaled $10,746 resulting in a net loss of $10,746. The net loss for the three-month period ended May 31, 2022 is a result of expenses of $10,746 comprised primarily of; professional fees of $9,500; transfer agent expenses of $198; filing fees of $1,000; and bank service charges of $48. Expenses for the three-month period ended May 31, 2021 totaled $15,176 resulting in a net loss of $15,176. The net loss for the three-month period ended May 31, 2021 is a result of expenses of $15,176 comprised primarily of; professional fees of $13,391; filing fees of $1,440; transfer agent expenses of $297; and bank services charges of $48. The expenses between the three-month periods May 31, 2022 and May 31, 2021 decreased primary due to the decrease in professional fees and filing fees.
For the nine-month period ended May 31, 2022 and May 31, 2021 we had no revenues. Expenses for the nine-month period ended May 31, 2022 totaled $25,211 resulting in a net loss of $25,211. The net loss for the nine-month period ended May 31, 2022 is a result of expenses of $25,211 comprised primarily of; professional fees of $22,500; transfer agent expenses of $744; filing fees of $1,823; and bank service charges of $144. Expenses for the nine-month period ended May 31, 2021 totaled $15,569 resulting in a net loss of $15,569. The net loss for the nine-month period ended May 31, 2021 is a result of expenses of $15,569 comprised primarily of; professional fees of $13,391; filing fees of $1,440; transfer agent expense of $594; and bank services charges of $144. The increase in expenses between the nine-month periods May 31, 2022 and May 31, 2021 was due to the increase in professional fees due to the Company bringing its SEC filings current.
Risks and Uncertainties
The pandemic caused by an outbreak of a new strain of coronavirus (COVID-19) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. Based on the Company’s current assessment, the Company does not expect any material impact on its long-term operation due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, operations, suppliers, industry, and workforce.
Capital Resources and Liquidity
We have generated no revenues to date and anticipate until we generate a more rapid growth in revenues we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, cash received in our initial offering and our recent private placement of $150,000 (of which $100,000 had been received), we have not had any additional funding. We must raise additional cash to implement our strategy and stay in business. A related party has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.
We have generated no revenues to date and anticipate until we generate a more rapid growth in revenues we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, cash received in our initial offering and our recent private placement of $150,000 (of which $100,000 had been received), we have not had any additional funding. We must raise additional cash to implement our strategy and stay in business. Our president has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.
As of May 31, 2022, we had $641 in cash and $109,081 due to a related party. As of August 31, 2021, we had $785 in cash and $84,761 due to a related party. Total liabilities as of May 31, 2022, were $111,444 compared to 86,377 in total liabilities at August 31, 2021. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. All amounts due to the related party are unsecured, non-interest bearing and have not set terms of repayment.
During June, 2022 through September 2022, Century Acquisition (Formerly WP Acquisition Company, LLC), is a major shareholder, paid outstanding invoices on behalf of the Company for $15,940. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment. These transactions increased the shareholder loan balance to $125,021 in the subsequent period.
Company Operations
The Company has not yet implemented its business model. We must raise cash to implement our strategy and stay in business. In the event we do not raise any proceeds, the Company’s existing cash will not be sufficient to fund the expenses related to maintaining a reporting status and to implement its planned business. Accordingly, the Company intends to implement a different business plan.
Capital Stock
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share. Total shares issued as of May 31, 2022 are 85,600,000 common shares and no preferred shares have been issued.
As of May 31, 2022, the Company has not granted any stock options and has not recorded any stock-based compensation.
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of May 31, 2022 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
2. Audit Committee and Financial Expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:
| · | Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel. |
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| · | Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended May 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.