Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and 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. There can be no assurance that any of the events can be successfully completed, that any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or 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. We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Given our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained herein, in evaluating our business and us.

Risks Related to Our Company

OUR CASH REQUIREMENTS ARE SIGNIFICANT. THE FAILURE TO RAISE ADDITIONAL CAPITAL WILL HAVE A SIGNIFICANT ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND OUR OPERATIONS. Our business plan of developing, introducing and marketing our gaming platform will require a signification cash infusion. As stated, we estimated costs to complete our business plan are approximately $5,500,000. In addition, our ongoing annual expenses are approximately $2 to $3 million, excluding marketing. Therefore, we likely will need significant, additional capital thereafter until we achieve positive cash flow. As of December 31, 2023, the Company reported net losses of $3,014,313. In addition, as of December 31, 2023, the Company had a working capital deficit of approximately $5,307,174 (a significant part of $2,725,548 which is due to related parties) with cash on hand of approximately $673. Our auditor’s report for the December 31, 2023, year-end period includes an explanatory paragraph to their audit opinion stating that our recurring losses from operations and working capital deficiency raise substantial doubt about our ability to continue as a going concern. Currently, we do not have sufficient financial resources to fund our business plan. Therefore, we need additional financing to continue these operations and as mentioned, we may need significant additional capital to achieve positive cash flow.

We believe that our existing capital resources are inadequate to enable it to execute its business plan. As of the date of this filing, we do not have a firm commitment for either additional debt or equity financing available to it to meet our current commitments. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We estimate we will require additional cash resources during fiscal 2024 and beyond based on our current operating plan and condition. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business plans.

OUR NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. As mentioned above, we will need to raise additional, perhaps significant, capital in the future. As mentioned above, we will need to raise additional capital in the future. These capital expenditures are intended to be funded from third-party sources and from affiliates if available, including the incurring of debt (which may be converted into common stock) and/or the sale of additional equity securities. These capital expenditures are intended to be funded from third party sources and from affiliates if available, including the incurring of debt (which may be converted into common stock) and/or the sale of additional equity securities. As of the date of this filing, the Company is indebted to certain affiliates in the amount of approximately $2,798,513. This debt is due on demand, and the Company cannot repay its existing debt. As of the date of this Report, the Company is indebted to certain affiliates in the amount of $122,302. This debt is due on demand and the Company has no means to repay its existing debt. To the extent that this debt is converted to common stock, the conversion of this debt will cause additional dilution to existing shareholders, which may be substantial. In addition, the sale of additional equity securities or the sale and conversion of other debt will likewise be dilutive to the interests of current equity holders, and such dilution may be substantial. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition, and operating results of the Company.

WE HAVE INCURRED NET LOSS IN THE PAST AND WE MAY CONTINUE TO EXPERIENCE LOSSES IN THE FUTURE. As stated above, we incurred a net loss of approximately $3,014,313 for the annual period ended December 31, 2023. We cannot assure you that we will be able to generate net profits or positive cash flow from operating activities in the future. Our ability to achieve and maintain profitability will depend in large part on our ability to, among other things, continue to develop our gaming and sports betting platform in a cost-effective manner, sequentially increase the number of users during a short period of time, and optimize our cost structure. We may not be able to achieve any of the above. We intend to continue to invest heavily in our fulfillment infrastructure and technology platform in the foreseeable future to support an even more carefully curated selection of products and offer additional value-added services. As a result of the foregoing, we believe that we may incur net losses in the future.

OUR OPERATING LOSSES AND WORKING CAPITAL DEFICIENCY RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. IF WE DO NOT CONTINUE AS A GOING CONCERN, INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT. Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. If we do not generate revenues, do not achieve profitability, and do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment.

THE ADMINISTRATIVE COSTS OF PUBLIC COMPANY REGULATORY COMPLIANCE COULD BECOME BURDENSOME AND CONSUME A SIGNIFICANT AMOUNT OF OUR CASH RESOURCES WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS. We will incur significant costs and expenses in connection with assuring compliance with all laws, rules, and regulations applicable to us as a public company. We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $200,000 annually. We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $50,000-$75,000 annually. Our reporting and compliance costs and expenses may increase substantially if we are able to deploy our business model on an international basis, which will add significant cross-border jurisdictional complexity to our regulatory compliance and our accounting controls and procedures. Our compliance costs and expenses could also increase substantially if we apply to trade our securities on a national stock exchange, which may have listing requirements that engender additional administration and compliance costs. Our compliance costs and expenses could also increase substantially if we apply for trading of our securities on a national stock exchange which may have listing requirements that engender additional administration and compliance costs. We have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance, and public company reporting; however, there can be no assurance that we will have sufficient cash resources to satisfy our public company reporting and compliance obligations. We have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance and public company reporting; however, there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and compliance obligations. If we cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines, and penalties, our stock could be barred from trading in public capital markets, and we may have to cease doing business. If we are unable to cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in public capital markets and we may have to cease doing business.

INABILITY TO MAINTAIN OPERATIONAL INFRASTRUCTURE AND SYSTEMS. We understand that there are several challenges related to our infrastructure that we are going to face in future. The main challenges are computing platforms, data acquisition, compute provisioning and management, data storage architectures, data analytics, and networks and communication. Some challenges that we may face in the future such as:

The major challenge in growing processing power of computers has been the lack of energy and space to power supercomputers. IT managers have always been on the lookout for better and faster systems which will help in the faster processing of the large amounts of data available today.

Firewalls that protect emails, applications, and web browsing, which can cause important packet losses in TCP/IP networks. This can result in important data loss and reduce network speeds considerably, making online collaboration impossible. Similar losses can occur due to switches and routers that do not have the required high-speed memory.

Currently, there are not many methods in place that an app company can use to separate quality data from the humongous data sets. It is important to identify patterns in the data, correctly analyze it, and use it to make business decisions in infrastructure management.

For any app company to work smoothly, a good and reliable network must be in place. Without a reliable network connection, it is difficult to maintain service quality. New software-based methods and network architecture design are required for data optimization.

WE HAVE LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS. We commenced operations in late 2021 and have a limited operating history. However, our historical performance may not indicate of our future growth or financial results. Our growth may slow down or become negative, and revenues may decline for several possible reasons, some of which are beyond our control, including decreasing consumer spending, increasing competition, declining growth of our overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. You should consider our prospects in light of the risks and uncertainties that companies with a limited operating history may encounter.

INTELLECTUAL PROPERTY INFRINGEMENT RESULTING IN COSTLY LITIGATION. Our success depends in part upon our proprietary technology. We rely primarily on trademark, copyright, service mark and trade secret laws, confidentiality procedures, license agreements and contractual provisions to establish and protect our proprietary rights. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization or develop similar technology independently. We also pursue the registration of our domain names, trademarks, and service marks in the United States. We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any intellectual property rights we hold.

We cannot assure you that third parties will not claim our current or future products infringe on their intellectual property rights. Any such claims, with or without merit, could cause costly litigation that could consume significant management time. Such claims also might require us to enter into royalty or license agreements. If required, we may not be able to obtain such royalty or license agreements or obtain them on terms acceptable to us.

WE MAY BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS. Current conditions in domestic and global economies are extremely uncertain. Adverse changes may occur due to softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

BECAUSE OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER SHAREHOLDERS, WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY. Our principal shareholder, through his affiliates, owns approximately 64% of our outstanding common stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, and the approval of significant corporate transactions, such as mergers and related party transactions. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders may have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US. Certain conflicts of interest may exist between our officers and directors and us. Our officers and directors have other business interests to which they also must devote their time, resources, and attention. Our sole officer and director has other business interests to which he also must devote his time, resources and attention. Thus, a conflict of interest may arise in the future that may cause our business to fail, including conflicts of interest in allocating their resources, time and attention to our Company and their other business interests. Thus, a conflict of interest may arise in the future that may cause our business to fail, including conflicts of interest in allocating his resources, time and attention to our Company and his other business interests.

Risks Related To the Gaming/Sports Betting Industry

WE MAY EXPERIENCE FLUCTUATIONS IN OUR OPERATING RESULTS, WHICH MAKE OUR FUTURE RESULTS DIFFICULT TO PREDICT AND MAY CAUSE ITS OPERATING RESULTS TO FALL BELOW EXPECTATIONS. We expect our financial results to fluctuate in the future. These fluctuations may be due to various factors, some of which are outside of our control and may not fully reflect the underlying performance of its business.

Our financial results in any given period may be influenced by numerous factors, many of which we cannot predict or are outside of its control, including the impact of seasonality, customer betting results, and the other risks and uncertainties set forth herein. Consumer engagement in our gaming and online sports betting services may decline or fluctuate as a result of several factors, including the user’s level of satisfaction with its platforms, its ability to improve and innovate, its ability to adapt its platform, outages and disruptions of online services, the services offered by its competitors, its marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in the recurring portion of our business may negatively impact on our business, financial condition, results of operations or prospects.

THE SUCCESS, INCLUDING WIN OR HOLD RATES, OF EXISTING OR FUTURE IGAMING AND SPORTS BETTING PRODUCTS DEPENDS ON A VARIETY OF FACTORS AND IS NOT ENTIRELY IN OURCONTROL. The gaming and sports betting industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of gaming or sports bet, on average, will win or lose after a significant number of iterations. The net win is impacted by variations in the hold percentage (the ratio of a net win to the total amount wagered), or actual outcome, on the gaming and sports betting products that we offer to our users. We use the hold percentage as an indicator of a gaming’s or sports bet’s performance against its expected outcome. Although each gaming or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary in accordance with statistical probability. In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a user’s skill, experience and behavior, the mix of games played, the financial resources of users, the volume of bets placed, and the amount of time spent gambling. As a result of the variability in these factors, the actual win rates for our gaming offerings and sports betting wagers may differ materially from the theoretical win rates we have estimated and could result in the winnings exceeding its expectations based on statistical law. The variability of win rates (hold rates) also has the potential to negatively impact our financial condition, cash flow and overall business operations. In addition, we do not have an insurance policy to cover any excessive losses.

WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT ITS GROWTH INITIATIVES, AND SUCH CAPITAL MAY NOT BE AVAILABLE ON ECONOMICALLY FAVORABLE TERMS, IF AT ALL. THIS COULD HAMPER OUR GROWTH AND ADVERSELY AFFECT OUR BUSINESS. To fully develop our business plan and otherwise support our growth in the sports and gaming industries, we will need to raise additional capital to address these needs. These funds may be in the form of additional equity or debt financings. Our ability to obtain additional capital when required will depend on our business plans, investor demand, operating performance, capital markets conditions, and other variables, some of which are uncertain. If we raise additional funds by issuing equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges senior to the rights of its currently issued and outstanding equity, and its existing stockholders may experience dilution. If we unable to obtain additional capital when required, or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges, or unforeseen circumstances will be adversely affected, and our business will be severely harmed.

LACK OF INSURANCE FOR FIXED ODDS BETTING. The Company intends to manage its fixed odds betting through smart technology. There are no assurances that the Company will successfully manage its fixed odds betting. There are no assurances that these advances will continue in the future. In addition, the Company does not maintain, nor does it intend to maintain, insurance to cover these types of bets. A significant loss in the fixed odds segment of its business will adversely impact on the Company and its operations.

INTENSE COMPETITION. We will face intense competition in the gaming/sports betting industry. Substantially some of our competitors, have greater managerial, financial, and technical resources than our company, as well as greater name and brand recognition than us. This type of environment is extremely challenging for a start-up company like us and, as a result, we may find it difficult for us to overcome and become a successful company.

Risks Related To Our Information Technology

WE RELY ON INFORMATION TECHNOLOGY AND OTHER SYSTEMS AND PLATFORMS, AND ANY FAILURES, ERRORS, DEFECTS OR DISRUPTIONS IN SUCH SYSTEMS OR PLATFORMS COULD DIMINISH OUR BRAND AND REPUTATION, SUBJECT US TO LIABILITY, DISRUPT ITS BUSINESS, AFFECT ITS ABILITY TO SCALE ITS TECHNICAL INFRASTRUCTURE AND ADVERSELY AFFECT ITS OPERATING RESULTS AND GROWTH PROSPECTS. OUR ONLINE GAMING OFFERINGS, SOFTWARE APPLICATIONS AND SYSTEMS, AND THE THIRD-PARTY PLATFORMS UPON WHICH THEY ARE MADE AVAILABLE COULD CONTAIN UNDETECTED ERRORS. Our technology infrastructure is provided by third party providers critical to the performance of our platform and offerings. For example, our back-end platform and all of our apps, which are critical to the Company’s performance, are provided by independent third-party providers. Third party providers’ systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be detrimental to our business.

The third parties upon which we rely provide resources for network and data security to protect our systems and data. We cannot assure with certainty that the measures we and such third parties take to prevent or reduce the likelihood of cyber-attacks, protect their systems, data, and user information, prevent outages, prevent data or information loss and fraud, and to prevent or detect security breaches, will provide absolute security. We may experience future website disruptions, outages and other performance problems resulting from various factors, including internet and application connection issues, infrastructure failure and changes, human or software errors and capacity constraints. Such disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition, results of operations and business prospects.

Some of our third-party platforms and systems are not fully redundant, and disaster recovery planning may not be sufficient for all eventualities. Our third-party service provider’s disaster recovery systems do not offer full offsite failover recovery, which could result in our operations and offerings being offline for a period of time to sufficiently recover any impacted third-party infrastructure and recover the latest available data, as well as any time required to receive the required regulatory approvals.

Additionally, our offerings may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch. If a particular offering is unavailable when users attempt to access it, or navigation through our platforms is slower than they expect, users may be unable to place their gaming or sports betting wagers in time and may be less likely to return to our platform as frequently, if at all. Furthermore, programming errors, defects and data corruption could disrupt our operations, adversely affect the experience of our users, harm our brand perception, cause our users to stop utilizing its platforms, divert our resources and delay market acceptance of its offerings, any of which could result in legal liability to us or harm its business, financial condition, results of operations and business prospects.

WE RELY ON AGREEMENTS WITH ALL OF OUR SOFTWARE PROVIDERS. All of our software provider agreements for the development of our platform and apps grant us a license to use the platform and apps during the term of the respective agreement. These agreements call for a payment to the provider either a fixed monthly fee or a royalty type payment based on our revenues. In addition, the agreements can be terminated by either party with written notice after a period of time, usually a year. If for any reason, an agreement is terminated, including a monetary default, we may be unable to provide a substitute software provider in a timely manner to replace the outgoing platform or app. In addition, if we are required to enter into a new agreement with a replacement vendor, we may be required to invest a significant amount of additional capital to fully develop that application. These events could have a material adverse impact on our business and operations.

Risks Relating to Compliance with Gaming and Other Regulations

OUR BUSINESS IS SUBJECT TO A VARIETY OF U.S. LAWS, MANY OF WHICH ARE UNSETTLED AND STILL DEVELOPING, AND WHICH COULD SUBJECT IT TO CLAIMS OR OTHERWISE HARM ITS BUSINESS. ANY CHANGE IN EXISTING REGULATIONS OR THEIR INTERPRETATION, OR THE REGULATORY CLIMATE APPLICABLE TO OUR PRODUCTS AND SERVICES, OR CHANGES IN TAX RULES AND REGULATIONS OR INTERPRETATION THEREOF RELATED TO ITS PRODUCTS AND SERVICES, COULD ADVERSELY IMPACT ITS ABILITY TO OPERATE ITS BUSINESS AS CURRENTLY CONDUCTED OR AS IT SEEKS TO OPERATE IN THE FUTURE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS FINANCIAL CONDITION AND RESULTS OF OPERATIONS. We are generally subject to laws and regulations relating to gaming and online sports betting in the jurisdictions in which we conduct our business, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax, and consumer protection. These laws and regulations vary by jurisdiction and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes, and climates, as well as personal biases, may have a material impact on our operations and financial results. Some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. The regulatory environment in any jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. For example, in 2018, the U.S. Department of Justice (“DOJ”), reversed its previously issued opinion published in 2011, which stated that interstate transmissions of wire communications that do not relate to a “sporting event or contest” fall outside the purview of the Wire Act of 1961 (“Wire Act”). The DOJ’s updated opinion concluded instead that the Wire Act was not uniformly limited to gaming relating to sporting events or contests and that certain of its provisions apply to non-sports-related wagering activity. In June 2019, a federal district court in New Hampshire ruled that the DOJ’s new interpretation of the Wire Act was erroneous and vacated the DOJ’s new opinion. The DOJ appealed the decision of the district court to the U.S. Court of Appeals for the First Circuit, which reaffirmed the district court’s decision on January 20, 2021. If such a ruling were to be appealed to the U.S. Supreme Court, an adverse ruling or other disposition of the case by the U.S. Supreme Court could impact our ability to engage in online internet gaming in the future.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and financial results. Governmental authorities could view us as having violated local laws and us as violating local laws despite our efforts to obtain all applicable licenses or approvals. There is also the risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors public entities or incumbent monopoly providers, or private individuals, could be initiated against

OUR GROWTH PROSPECTS DEPEND ON THE LEGAL STATUS OF REAL-MONEY GAMING IN VARIOUS JURISDICTIONS, AND LEGALIZATION MAY NOT OCCUR IN AS MANY STATES AS WE EXPECT OR MAY OCCUR AT A SLOWER PACE THAN WE ANTICIPATE. ADDITIONALLY, EVEN IF JURISDICTIONS LEGALIZE REAL MONEY GAMING, THIS MAY BE ACCOMPANIED BY LEGISLATIVE OR REGULATORY RESTRICTIONS AND/OR TAXES THAT MAKE IT IMPRACTICABLE OR LESS ATTRACTIVE TO OPERATE IN THOSE JURISDICTIONS OR THE PROCESS OF IMPLEMENTING REGULATIONS OR SECURING THE NECESSARY LICENSES TO OPERATE IN A PARTICULAR JURISDICTION MAY TAKE LONGER THAN WE ANTICIPATES, WHICH COULD ADVERSELY AFFECT ITS FUTURE RESULTS OF OPERATIONS AND MAKE IT MORE DIFFICULT TO MEET ITS EXPECTATIONS FOR FINANCIAL PERFORMANCE. Several states have legalized or are currently evaluating the legalization of real money gaming, and our business, financial condition, results of operations, and business prospects are significantly dependent upon the legalization status in these states. Our business plan is partially based upon the legalization of real money gaming in additional states and the legalization may not occur as anticipated. Additionally, if a large number of additional states or the federal government enact real money gaming legislation and we are unable to obtain, or is otherwise delayed in obtaining, the necessary licenses to operate online sports betting in U.S. jurisdictions where such games are legalized, our future growth in online sports betting could be materially impaired.

As we enter new jurisdictions, states or the federal government may legalize real money gaming in an unfavorable manner. As a result, we may encounter legal, regulatory, and political challenges that are difficult or impossible to foresee and could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, certain states require us to have a relationship with a land-based, licensed casino for online sports betting access, which tends to increase our costs. States that have established state-run monopolies may limit opportunities for private sector participants like us. States also impose substantial tax rates on online sports betting revenue, in addition to a federal excise tax of 25 basis points on the amount of each sports wager. Tax rates, whether federal- or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of its existing jurisdictions may adversely impact our profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and, at times, may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others.

FAILURE TO COMPLY WITH REGULATORY REQUIREMENTS IN A PARTICULAR JURISDICTION, OR THE FAILURE TO SUCCESSFULLY OBTAIN A LICENSE OR PERMIT APPLIED FOR IN A PARTICULAR JURISDICTION, COULD IMPACT OUR ABILITY TO COMPLY WITH LICENSING AND REGULATORY REQUIREMENTS IN OTHER JURISDICTIONS, OR COULD CAUSE THE REJECTION OF LICENSE APPLICATIONS OR CANCELATION OF EXISTING LICENSES IN OTHER JURISDICTIONS, OR COULD CAUSE FINANCIAL INSTITUTIONS, ONLINE AND MOBILE PLATFORMS, AND DISTRIBUTORS TO STOP PROVIDING SERVICES TO US, WHICH WE RELY UPON TO RECEIVE PAYMENTS FROM, OR DISTRIBUTE AMOUNTS TO, ITS USERS, OR OTHERWISE TO DELIVER AND PROMOTE ITS SERVICES. Compliance with the various regulations applicable to real-money gaming is costly and time-consuming. Regulatory authorities at the U.S. federal, state and local levels have broad powers with respect to the regulation of real money gaming operations and may revoke, suspend, condition, or limit our real money gaming licenses, impose substantial fines, or take other actions, any one of which may have a material adverse effect on our business, financial condition, results of operations and business prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. We will strive to comply with all applicable laws and regulations relating to our business. It is possible, however, that these requirements may be interpreted and applied in a manner inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business.

Any real money gaming license could be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of its offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits, or approvals, and we could incur fines or experience delays related to the licensing process, which could adversely affect its operations. Our delay or failure to obtain or maintain licenses in any jurisdiction may prevent it from distributing its offerings, increasing its customer base and/or generating revenues. We cannot guarantee that it will be able to obtain and maintain the licenses and related approvals necessary to conduct its iGaming and online sports betting operations. Any failure to maintain or renew Our existing licenses, registrations, permits or approvals could have a material adverse effect on its business, financial condition, results of operations and business prospects.

OUR GROWTH PROSPECTS AND MARKET POTENTIAL WILL DEPEND ON ITS ABILITY TO OBTAIN LICENSES TO OPERATE IN JURISDICTIONS, AND IF WE FAIL TO OBTAIN SUCH LICENSES, ITS BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, AND BUSINESS PROSPECTS COULD BE IMPAIRED. Our ability to grow its business will depend on its ability to obtain and maintain licenses to offer its product offerings many jurisdictions or heavily populated jurisdictions. If we fail to obtain and maintain licenses in large jurisdictions or a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of its product offerings, increasing its user base and/or generating revenues. We cannot be certain that it will be able to obtain and maintain licenses and related approvals necessary to conduct its online sports betting operations. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on its business, financial condition, results of operations and business prospects.

IN SOME JURISDICTIONS, OUR KEY EXECUTIVES, CERTAIN EMPLOYEES, OR OTHER INDIVIDUALS RELATED TO THE BUSINESS ARE SUBJECT TO LICENSING OR COMPLIANCE REQUIREMENTS. FAILURE BY SUCH INDIVIDUALS TO OBTAIN THE NECESSARY LICENSES OR COMPLY WITH INDIVIDUAL REGULATORY OBLIGATIONS COULD CAUSE THE BUSINESS TO BE NON-COMPLIANT WITH ITS OBLIGATIONS OR IMPERIL ITS ABILITY TO OBTAIN OR MAINTAIN LICENSES NECESSARY FOR THE CONDUCT OF THE BUSINESS. IN SOME CASES, THE REMEDY TO SUCH SITUATION MAY REQUIRE THE REMOVAL OF A KEY EXECUTIVE OR EMPLOYEE AND THE MANDATORY REDEMPTION OR TRANSFER OF SUCH PERSON’S EQUITY SECURITIES. As part of obtaining real money gaming licenses, the responsible Gaming Authority will generally determine the suitability of certain directors, officers, and employees and, in some instances, significant stockholders. The criteria used by Gaming Authorities to determine who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming Authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any Gaming Authority with jurisdiction over our business were to find an applicable officer, director, employee, or significant stockholder is deemed by competent authorities to be unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever its relationship with that person. Furthermore, such Gaming Authorities may require us to terminate the employment of any person who refuses to file required applications. Either result could have a material adverse effect on our business, operations, and prospects.

Risks Related To Our Securities

WE WILL NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL. We will need to raise additional capital to fund our ongoing operations. We have limited cash on hand and working capital. We have no cash on hand nor any working capital. To secure additional financing, we may need to borrow money or sell more securities. Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all. Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all.

OUR NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. Our capital expenditures are intended to be funded from third-party sources and affiliates if available, including the incurrence of debt (which may be converted into common stock) and/or the sale of additional equity securities. As of December 31, 2023, the Company is indebted to certain affiliates in the amount of $2,798,513. This debt is due on demand and the Company has no means to repay its existing debt. As of the date of this Report, the Company is indebted to certain affiliates in the amount of $122,302. This debt is due on demand and the Company has no means to repay its existing debt. To the extent that this debt is converted to common stock, the conversion of this debt will cause additional dilution to existing shareholders, which may be substantial. In addition, the sale of additional equity securities or the sale and conversion of other debt will likewise be dilutive to the interests of current equity holders, and such dilution may be substantial. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition, and operating results of the Company.

THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000).

For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction before the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might, therefore, develop. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.

Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses historically in the penny stock market. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be able to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

The shares of our common stock may be thinly traded on OTC-Pink, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY TRADED, AND AS A RESULT, YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. We cannot e that a broader or more active public trading market for our shares of Common Stock will develop or be sustained or that any trading levels will be sustained. Due to these conditions, we they; cannot assure investors that they will be able to sell their shares of common stock at or near ask prices or at all if they need money or otherwise desire to liquidate their shares of common stock of our Company. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.

OUR MAJORITY SHAREHOLDER, WHO ALSO IS OUR DIRECTOR, MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY SHAREHOLDERS AT SOME TIME IN THE FUTURE. One of our directors is deemed to beneficially own approximately 64% of our outstanding common stock. The interests of our officer and director may not be, at all times, the same as that of our other shareholders of our other shareholders, but he will have the ability to exert complete control over the affairs of the Company. The interests of our officer and director may not be, at all times, the same as that of our other shareholders, he will have the ability to exert complete control over the affairs of the Company. Also, he will be able to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our articles of incorporation. Also, he will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our articles of incorporation. This concentration of ownership may also have the effect of delaying, , deferring, or preventing a change of control of, which may be disadvantageous to minority shareholders. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding Shares so officers, directors and affiliates will be able to sell their Shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that do not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the number of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE. Our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence the price of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low-volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK WHICH COULD BE MATERIALLY ADVERSE TO THE VALUE OF OUR COMMON STOCK. As of the date of this filing, we had 202,784,211 shares of our common stock issued and outstanding. We are authorized to issue up to 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. We are authorized to issue up to 500,000,000 shares of common stock. Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes, including the satisfaction of outstanding debt to affiliates and others. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes, including the satisfaction of outstanding debt to affiliates and others. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted, and such equity securities may have rights, preferences, or privileges senior or more advantageous to our common stockholders. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous to our common stockholders.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

WE MAY BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS. The business of selecting and entering into a merger is fraught with all kinds of issues. For instance, the business may need capital that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or competitive factors cause business failure. For instance, the business may need capital that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or competitive factors cause business failure. There are many other factors in addition to these, as may have been discussed above in “Risk Factors” which could cause our company to fail, and the investor’s capital will be at risk. There are many other factors in addition to these, as may have been discussed above in “Risk Factors” which could cause our company to fail and the investors capital will be at risk.

FAILURE TO ACHIEVE AND MAINTAIN INTERNAL CONTROLS IN ACCORDANCE WITH SECTIONS 302 AND 404(A) OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE. If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented, or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cyber Security.

Risk Management and Strategy

Our cybersecurity policies, standards, processes, and practices are based on applicable laws and regulations and informed by industry standards and industry-recognized practices. Our strategy to assess, identify, and manage material cybersecurity risks is focused on preserving the confidentiality, security, and availability of our information systems and data. We implement security measures and processes to identify, prevent, and mitigate cybersecurity threats and to effectively respond to cybersecurity incidents when they occur. Our cyber risk management includes: (1) enterprise risk management to identify top cybersecurity risks; (2) vulnerability management to identify software vulnerabilities and risks related to compute infrastructure; (3) vendor risk management to identify risks related to third parties and business partners; (4) privacy risk management to identify privacy risks in our product and platforms and ensure regulatory compliance; and (5) security incident response to investigate, respond to, and mitigate cyber threats. As needed, we will engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

Governance

Our Board of Directors maintains oversight of risks from cybersecurity threats. Our Chief Executive Officer is assigned oversight of cyber-security risks. Our Chief Executive Officer is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

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