Hoops Scouting USA

Wyoming 7389 38-4010393 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number)

PART I ITEM 1. BUSINESS. Corporate History Hoops Scouting USA was incorporated on October 31, 2016 under the laws of the State of Wyoming. We offer a basketball website for high school basketball players with aspirations of playing post-secondary basketball. Our website www.hoopsscoutingusa.com (the "Website") will be the main hub and we are developing an app that will work in unison with the Website. We are in the early stage of operations. During the year ended June 30, 2026, we generated our first revenues of $20,000 from the sale of basketball merchandise inventory. Jamie Oei has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer since our inception. Our board of director is comprised of one person: Jamie Oei. Our officer and director, Jamie Oei, currently lives in Canada, and our current assets are located in the United States. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We received our initial funding of $50 through the sale of common stock from our officer and director, who purchased (500,000 before split) 37,500,000 shares of common stock at $0.0001 per share. During the year ended June 30, 2021, the Company received $32,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 15, 2021, the Company issued (350,000 before split) 26,250,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as of September 30, 2021. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. ("Grit Performance") to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the "Assets"). The Assets are valued at $100,000 and were paid for by the issuance of (500,000 before split) 37,500,000 restricted shares of our common stock to Grit Performance. Hoops Scouting USA is a basketball scouting website for high school basketball players with aspirations of playing post-secondary basketball. The Hoops Scouting USA website will allow high school players to set up accounts, which include game film, schedules for high school and AAU games, stats, and high school academic marks. This will allow coaches to be able to see players and their stats and can plan their recruiting with the team schedules. This brings international recruiting to the desk of every college coach in the United States from Division 1, Division 2, Divisions 3, NAIA, and Junior College. Our products and products description Hoops Scouting USA is a basketball website for high school basketball players with aspirations of playing post-secondary basketball. It is also an avenue for smaller university coaches who do not have the means to recruit larger areas of the United States and Internationally. Hoops Scouting USA will allow high school players to set up accounts which include game film, schedules for high school and AAU games, stats, and high school academic marks. This will allow coaches to be able to see players and their stats and can plan their recruiting with the team schedules. This brings international recruiting to the desk of every college coach in the United States from Division 1, Division 2, Divisions 3, NAIA, and Junior College.

This also allows players from Europe, Australia, Asia, and South America to pursue opportunities in the United States to schools that would normally not be able to recruit in such a wide range. Many of the larger schools with bigger recruiting budgets are often the only ones to be able to see these international players. Often only the top players get a chance and the second and third tier players do not get a chance to be recruited. This will all change with Hoops Scouting USA. The website will be the main hub but being able to upload stats and game film directly from a smart phone will allow players and coaches to get almost immediate information. Development of an app to allow this will eventually work in unison with the website. Revenue will be split between several revenue streams.

a. Players sign up for full memberships which allow players to upload unlimited videos to or website and app

b. Players sign up for partial memberships to upload one or two videos at a time.

2. Coaching Membership - Coaches sign up to receive emails and check players.

3. Sponsorship- Website and app will have sponsors who can display their ads on videos or on the website or the app. Sponsors can receive info from the company on what pages and what videos are being viewed the most.

Asmall fee for players and coaches will be invoked but sponsorship on the website and the app will be the main source of revenue. We are planning to offer basketball merchandise including sweaters, jerseys and shorts for sale on our website. We have obtained some inventory but the online store is not yet active. During the year ended June 30, 2026, we sold a portion of this inventory to a single customer. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. ("Grit Performance") to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the "Assets"). The Assets are valued at $100,000 and were paid for by the issuance of (500,000 before split) 37,500,000 restricted shares of our common stock to Grit Performance. The Grit app is an on demand digital training platform. It is designed for high level on and off court training for the serious athlete. The app was designed by professionals with over 30 years of experience in training who have coached some of the best athletes in the world. The app is designed to make training easier and allows users to train more efficiently. Grit App was developed for young players to train on their own anywhere anytime and be able to do the drills that the best professionals in the world work on during their off-season training. Basketball has risen to the second most popular sport in the world. Players in the NBA are now coming from many international countries and people all over the world want to train like the NBA players do. Not everyone has access to pro trainers. The Grit App brings us closer than ever to working with top players and trainers.

About the Gritt App High level on and off court training for the relentless designed by professionals. GRIT was created to help eliminate the guess work from your training. Follow custom workout plans or build your own featuring workout segments daily created for your needs and level to take your game to the next level. Everything is designed to be done on your own (or with a partner). All you need is a basketball, a hoop, your device to view the app and a work ethic. Our coaching staff has worked with and coached (professionally) some of the best athletes in the world and has experience working with athletes of all ages and skill levels across the globe. All workouts contain drill videos from our 1000+ drill library in high resolution. Each drill has a tangible goal tracking reps or time to complete and is recorded right in the app so you can see if you are tangibly improving. The Grit App will operate seamlessly with the Hoops Scouting USA and be able to market to all Hoops a Scouting USA users and give them a deal on training or build packages that give them access to Hoops Scouting USA and the app for a single package price. Grit App currently offers THE DAILY GRIND: GRIT + PREMIUM ZONE - One stop shop for the modern driven athlete. Daily workouts segments for custom programming tailored to your exact needs, comprehensive workout plans for specific improvement, inspiration, articles, videos, knowledge, discounts on GRIT products, strength & conditioning and more. Designed, created, managed and updated daily by professional coaches, trainers and athletes. This is the place to take your game to the next level. We have been where you want to go, and we want to share our knowledge with you or how to achieve your aspirations. The Grit App has the option for users sign up for monthly or yearly programs plus purchase individual workouts plans which they have lifetime access to. These levels are phased and encourage users to purchase the next progression of that portion of the app to enjoy 70 + workouts and workout segments with new workout added daily. In the Grit App We offer the following inside the app in addition to the video form workouts:

· Free daily professionally programmed workouts (skill dev, shooting, ball handling, athletic dev., power, strength, mobility and yoga / injury prevention;

· Informative Premium Content (advice, tips, basketball iq, sports psych etc.);

· Support from our staff of professional coaches and athletes from across the world via messages in the app;

With NBA level talent both on the performance side and marketing side. Doug's network or players from university to pro, professional coaches globally and some of the most influential basketball trainers in the world (see Dribble2much and Chris Brickley) are untapped markets and will be included into the fold in revenue sharing programs to help generate a lot of eyeballs on the app. Both of these people are close friends with our team and are ready to get on board when we take the next step. Between the two there are 4 + million followers on Instagram. There are other entities on the market however there are nothing as thorough, as real or as in depth as what the GRIT app does for the modern athlete on the market. This app was created by professional coaches not simply trainers, the flow of workouts and programs have been used with thousands of athletes from grade school to the NBA globally for 20+ years and features the GRIT proprietary 4 quarter workout plan which is an all-encompassing holistic development model for athletes incorporating elements of skill development, consistent testing, data input and comparison, weekly challenges, strength and conditioning, digital one on one coaching, video breakdown and digital mentorship + evaluation via currently College / University coaches - all inside the app. Our strategy with the Grit App is to recruit current and former NBA and NCAA players and coaches as well as respected trainers to have their workouts on the app and do a revenue share with them. This will allow them to sell the program on the app as their personal workout program and motivate them to sell it as they receive a portion of all revenues from their workout. Hoops Scouting USA will continue to focus on basketball scouting services. The acquisition of the Grit App allows us to offer a separate product for those using Hoops Scouting USA app as well as having a separate revenue stream of people using the app only. We think we can use both products a separate entity as well as advertise each through each other. Customers The Gritt app currently has 3,500 customers. Our principal customers are youth to professional athletes globally there is something for all levels inside the app. Beginners to advanced segments and drills are housed inside the app. The guess work is taken out for athletes who choose to follow workout plans or to combine workout segments to fully customize their workouts. Historical Operations: The Grit App was founded in 2020 by professional basketball coach and trainer Doug Plumb. Doug has coached professionally in the NBL in Canada and was the 2022 NBL Coach of the year while leading the London Lighting to the NBL title. Doug has worked with multiple NBA players to refine their skills. Players such as NBA All-Stars, Kevin Durant, Carmelo Anthony, and Donovan Mitchell are just a few of the NBA stars to have trained with Doug. The app got 3,500+ users in the first two months of operation with no advertising. Current market trend A Stanford Business Article titled "Five Key Trends That Are Driving the Business of Sports" explains that the data are changing the way the game is played, shifting emphasis from how many total points a player scores to measures of player efficiency. "It has been hard, historically, to quantify defense," said Brian Kopp, senior vice president of STATS, the company that developed SportVU player tracking. "Now we have four camera views helping you do that." In addition, the data have influenced the types of shots players take on the court. All sports are at that point where, like in a lot of businesses, they're using a lot of (data) to make better decisions. Marketing Our officer and director will promote our scouting service. We plan to market our products through the following methods: (i) our website, (ii) search engine optimization, (iii) social networking websites, (iv) printing, mailing and emailing catalogues and flyers to potential customers, (v) word of mouth, (vi), telephoning potential customers (vii) content marketing and (viii) paid ads. We hope to have repeat customers coming and buying new products online from our website.

The Grit app can take on advertisers which can be put on all user and franchisee pages of the app. HSU plans to use NBA, NCAA and other Professional as well as the world's top trainers to help advertise the app. The profit share structure we plan to implement allows these players to advertise via social media and share in users' profits. Marketing to date includes email marketing and brand deign, customer acquisition and marketing photography. Competition There are many well established companies in the industry such as Pure Sweat Training by Drew Hanlen which is another leading digital product. We expect to face medium to high level of resistance, and it will be up to our marketing efforts and negotiation skills to acquire customers. Most of our competitors may have greater financial resources than we do and will be able to withstand sales or price decreases better than we are. We also expect to continue to face competition from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations. Insurance We do not maintain any insurance as of the date of this Report. Employees We currently have no employees. Our sole officer and director manages the day-to-day operations of the Company. Government Regulation We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business. Patents, trademarks and copyrights We do not own, either legally or beneficially, any patents or trademarks. We intend to protect our website with copyright laws. Beyond our trade name, we do not hold any other intellectual property. Bankruptcy or similar proceedings There has been no bankruptcy, receivership or similar proceeding.

ITEM 1A. RISK FACTORS. We are a smaller reporting company and not required to include this disclosure in our Form 10-K annual report. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY We are a small company with no employees and limited operations. We have not adopted formal processes for assessing, identifying and managing material risks from cybersecurity threats. Our sole officer and director is responsible for overseeing cybersecurity risks, which relate principally to the security of our website, the Grit application and the third-party service providers we use for accounting, banking and SEC filing. As of the date of this Report, we are not aware of any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition. ITEM 2. PROPERTIES. Our executive offices are located at 63 Rocio Court, Palm Desert, CA 92260. Our telephone number is (760) 636-4353. We currently use space in our sole officer and director's home and we believe this space is sufficient to meet our needs for the foreseeable future. We do not currently own any real estate. ITEM 3. LEGAL PROCEEDINGS. We are not a party to any legal proceeding as of the date of this Report. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.

Need for additional capital We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. Off balance sheet arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Results of operations During the year ended June 30, 2026, we generated revenue of $20,000 (2025 - $nil) from the sale of basketball merchandise inventory to a single customer. Cost of goods sold was $15,755, resulting in gross profit of $4,245. Operating expenses were $79,538 compared to $20,118 for the year ended June 30, 2025, comprising general and administrative expenses of $359 (2025 - $263), professional fees of $35,010 (2025 - $12,428) and transfer agent and filing fees of $44,169 (2025 - $7,427). The increase in operating expenses was primarily due to fees incurred in connection with the quotation of our common stock on the OTC Markets, including OTC Markets application and annual fees and fees paid to Glendale Securities, together with higher audit and accounting fees. We also recognized other income of $4,229 from a legal settlement. Net loss for the year ended June 30, 2026 was $71,064 compared to $20,118 for the year ended June 30, 2025. Our accumulated deficit as of June 30, 2026 is $382,901. Since inception, we have offered and sold (i) (500,000 before split) 37,500,000 shares of common stock to our officers and directors, at a purchase price of $0.0001 per share, for aggregate proceeds of $50. During the year ended June 30, 2021, the Company received $32,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 15, 2021, the Company issued (350,000 before split) 26,250,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as at September 30, 2021. During the year ended June 30, 2023, the Company issued (500,000 before split) 37,500,000 common shares at $0.20 per share (pre-split) to settle a promissory note of $100,000. Liquidity and Capital Resources As of June 30, 2026, the Company had cash of $8,013 and total assets of $69,127 compared to cash of $20 and total assets of $76,889 as at June 30, 2025. The increase in cash was primarily due to proceeds from the sale of inventory and the legal settlement received, partially offset by payments of operating costs. As at June 30, 2026, and 2025, we had total liabilities of $316,978 and $253,676 respectively, all of which are current. Our working capital deficit was $247,851 as at June 30, 2026 compared to $176,787 at June 30, 2025. The available capital reserves of the company are not sufficient for the company to remain operational. As of June 30, 2026, and 2025, our officer and director is owed $287,019 and $234,944 respectively, for paying expenses related to our operations since our inception. The amount owing is unsecured, bears no interest, and is payable on demand. We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the company. At such time these funds are required, management would evaluate the terms of such debt financing. If the company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the company would be required to cease business operations. As a result, investors would lose all of their investment.

Cash Flows During the year ended June 30, 2026, we used $44,082 cash in operating activities compared to $29,053 during the year ended June 30, 2025. The increase in cash used in operating activities was primarily due to higher filing fees and professional fees, partially offset by the gross profit on inventory sales and the legal settlement received. During the year ended June 30, 2026, we received $52,075 in proceeds from a related party compared to $28,997 during the year ended June 30, 2025. Net cash provided by financing activities for the years ended June 30, 2026 and 2025 was $52,075 and $28,997, respectively. Going concern consideration Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt about our ability to continue as a going concern for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have obtained additional financing and implemented our plan of operations. Our main source of cash at this time is advances from our officer and director, who is under no obligation to continue providing such advances. We must raise cash to implement our strategy and stay in business. The Company anticipates that over the next 12 months the cost of being a reporting public company, including legal and accounting fees, will be approximately $27,000. Summary of significant accounting policies Basis of presentation The financial statements of the company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company's fiscal year end is June 30. Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Income Taxes". The asset and liability method provides that deferred income 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 loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the company will not realize tax assets through future operations. Use of estimates Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Fair value of financial instruments ASC 820, "Fair Value Measurement", requires the company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The company's financial instruments consist primarily of cash, accounts payable and accrued liabilities, amounts due to a related party, and loans payable.

In performing the above-referenced assessment, management had concluded that as of June 30, 2026, there were deficiencies in the design or operation of our internal control that adversely affected our internal controls which management considers to be material weaknesses including those described below:

i) Lack of Formal Policies and Procedures. The Company utilizes a third-party independent contractor for the preparation of its 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 the day-to-day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

ii) Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. The Company also does not have a formal financial reporting process which has resulted in the Company being delinquent in its SEC filings on a quarterly and annual basis.

Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses. Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. BOLADALE LAWAL & Co, our independent auditors for fiscal 2026, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2026. BOLADALE LAWAL & Co, our independent auditors for fiscal 2025, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2025. BF Borgers CPA PC, our independent auditors for fiscal 2023, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2023. Sadler, Gibb & Associates LLC, our independent auditors for fiscal 2022, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2022. Saturna Group Chartered Professional Accountants LLP, our independent auditors for fiscal 2021, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2021. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report. Changes in Internal Control Over Financial Reporting There were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected. ITEM 9B. OTHER INFORMATION During the quarter ended June 30, 2026, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement"or"non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable.

PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Identification of Directors and Executive Officers The following table sets forth the names and ages of our current directors and executive officers. Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders' Meeting, or until his earlier death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified, or until his earlier death, resignation or removal. Name Age Position Date Appointed Jamie Oei 47 President, CEO, CFO, Secretary and Director October 31, 2016

Identification of Certain Significant Employees We currently have no employees. Family Relationships As we only have one officer and director, there are no family relationships. Involvement in Certain Legal Proceedings During the past ten years, no director, executive officer, promoter or control person of the Company has been involved in the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(ii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, because we have only one officer and director and limited operations. Insider Trading Policies and Procedures We have not adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, because we have one officer and director, no employees and limited operations.

ITEM 11. EXECUTIVE COMPENSATION Compensation of Executive Officers The following table sets forth the compensation paid to the Company's executive officers for the past 5 years. Name and principal position Year Salary ($)

Non- Equity Incentive Plan Compensation ($)