NOTE 6 - SUBSEQUENT EVENTS

As of April 8, 2027, the Company has obtained an amount of $35,636 as other payable from a non-related party for operating use, that other payable is non-interest bearing with no-fixed repayment term, and due on demand.

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

The following discussion should be read in conjunction with the audited financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 that is filed on July 22, 2025. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. 

BUSINESS OVERVIEW

To June 27, 2022, the Company was developing a new kind of messenger. Guochun’s app was intended to be a unique product with high production value and high revenue potential. It was going to be developed and published on both original and licensed IP. As the result of the change in control transaction on June 27, 2022, the Company assigned the software acquired by the Company on March 17, 2022 to Gediminas Knyzelis, the former sole officer and director. As a result of the ownership and management change described above, the Company ceased its former business plans on June 27, 2022, and is keep searching for business opportunities to acquire since then.

As of the issuance date of this filing, no new business acquisition has occurred.

Results of Operations

For the three and nine months ended September 30, 2025 and 2024, respectively

During the three months ended September 30, 2025 and 2024, the Company generated zero revenues, respectively. The operating expenses for the same periods were comprised of operating expenses of $17,097 and $6,844, respectively, resulting in net losses of $17,097 and $6,844 for the three months ended September 30, 2025 and 2024. Our operating expenses consisted of mainly professional fees for the three months ended September 30, 2025 and 2024, respectively. The increase in operating expenses was mainly due to the higher professional fees.

During the nine months ended September 30, 2025 and 2024, the Company generated zero revenues, respectively. The operating expenses for the same periods were comprised of operating expenses of $29,613 and $23,941, respectively, resulting in net losses of $29,613 and $23,941 for the nine months ended September 30, 2025 and 2024. Our operating expenses consisted of mainly professional fees for the nine months ended September 30, 2025 and 2024, respectively. The increase in operating expenses was mainly due to the higher professional fees.

Our total assets as of September 30, 2025 were $8,250.

As of September 30, 2025, the Company had 3,870,600 shares of common stock issued and outstanding.

Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of $0. The Company expects to obtain financing to meet our basic operating requirements for the next twelve months.

Operating Activities

For the nine months ended September 30, 2025, net cash used in operating activities was $500, compared to net cash used in operating activities of $18,495 for the nine months ended September 30, 2024. Such decrease was primarily due to more funds advanced from a non-related party, for the Company's operating use.

Investing Activities

For the nine months ended September 30, 2025 and 2024, net cash used in investing activities was $0 and $0, respectively.

Financing Activities

For the nine months ended September 30, 2025, net cash provided by financing activities was $500, compared to the net cash provided by financing activities of $18,495 for the nine months ended September 30, 2024. Such decrease was due to less funds advanced from our current sole officer and director, Mr. Zhou, for the Company's operating use.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Certifying Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2025. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

Material Weakness in Internal Control Over Financial Reporting

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 company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2025, our disclosure controls and procedures were not effective: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. Because a material weakness in the Company’s internal controls over financial reporting existed as of September 30, 2025 and has not been remediated, the Company’s disclosure controls and procedures were not effective as of September 30, 2025.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures in connection with identifying an operating business to acquire and when funds are available to us:

We anticipate that we will, at least partially, begin to implement these initiatives in the current fiscal year.

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting and none is required.

Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, there were no changes in the internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

The following exhibits are included as part of this report by reference:

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SIGNATURES

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

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