UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended June 30, 2024

 or

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

 For the transition period from ____________to _____________

 000-56418

 Commission file number

 VECTOR 21 HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 88-1065560

 State or other jurisdiction of incorporation or organization

 (I.R.S. Employer Identification No.)

 12136 West Bayaud Avenue, Suite 300 Lakewood, CO

 80228

 (Address of principal executive offices)

 (Zip Code)

 303 - 422-8127

 Registrant's telephone number, including
area code

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

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

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

 Title of each Class
 Trading Symbol
 Name of each exchange on which registered

 N/A
 N/A
 N/A

 Securities registered pursuant to Section 12(g)
of the Act:

 Common Stock, $0.0001 Par Value

 Title of each class

 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate
by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).

 Yes No

 The aggregate market value of our common shares
of voting stock held by non-affiliates of our Company computed by reference to the price at which the common equity was last sold
as of the last business day of the registrant's most recently completed second quarter was $ 32,888.

 As of September 15, 2024, there were 1,697,200
common shares, $0.0001 par value, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated
by reference and the Part of the Form 10-K into which the document is incorporated:

 None.

 PAGE

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosure.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Reserved.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary

 SIGNATURES

 FORWARD LOOKING STATEMENTS

 This Form 10-K contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans
and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may,"
"should,"" expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including
the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and
not in limitation:

 the uncertainty of profitability based upon our history of losses;

 risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

 risks related to our operations and

 other risks and uncertainties related to our business plan and business strategy.

 This list is not an exhaustive list of the
factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers
should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management's
beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements
if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

 Our financial statements are stated in United
States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references
to "common stock" refer to the common shares in our capital stock.

 ITEM 1. BUSINESS.

 GENERAL

 The following is a summary of some of the information
contained in this document. Unless the context requires otherwise, references in this document to "our Company," "us,"
"we," "our," or the "Company" are to Vector 21 Holdings, Inc.

 DESCRIPTION OF BUSINESS

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

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

 Impact of the Ukrainian and Israeli
Conflicts

 We
believe that the conflicts involving Ukraine and Israel do not have any direct impact on our operations, financial condition, or
financial reporting. We believe the conflicts will have only a general impact on our operations in the same manner as it
is having a general impact on all businesses that have their operations limited to North America resulting from international sanction
and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from countries involved
in the conflicts, supply chain challenges, and the international and US domestic inflation resulting from the conflict and government
spending in relation to the conflicts. As we are a shell company, we do not believe we will be targeted for cyber-attacks related
to conflicts. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of the
sanctions and embargoes, as we principally operate solely in the United States. We do not believe that the conflicts will have
any impact on our internal control over financial reporting. Other than general securities market trends, we do not have
reason to believe that investors will evaluate the company as having special risks or exposures related to the conflicts.

 REPORT TO SECURITY HOLDERS

 Upon
effectiveness of this Registration Statement, we will be subject to the reporting requirements of Section 12(g) of the Exchange
Act, and as such, we intend to file all required disclosures.

 You may
read and copy any materials we file with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally,
the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC, which can be found at

 JUMPSTART OUR BUSINESS STARTUPS ACT

 We qualify as an "emerging growth
company" as defined in Section 101 of the Jumpstart our Business Startups Act ("JOBS Act") as we did not have
more than $1.07 billion in annual gross revenues and did not have such amount as of June 30, 2024, our last fiscal year.

 We may lose our status as an emerging
growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1.07 billion or (ii) we issue
more than $1.0 billion in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if
at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day
of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective
registration statement.

 As an emerging growth company, we may
take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies.
These provisions include:

 -

 A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:

 -

 Reduced disclosure about the emerging growth company's executive compensation arrangements; and

 -

 No non-binding advisory votes on executive compensation or golden parachute arrangements.

 As an emerging growth company, we are
exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.
Such sections are provided below:

 Section 404(b) of the Sarbanes-Oxley
Act of 2002 requires a public company's auditor to attest to, and report on, management's assessment of its internal
controls.

 Sections 14A(a) and (b) of the Securities
and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation.

 We have already taken advantage of these
reduced reporting burdens in this Form 10-K, which are also available to us as a smaller reporting company as defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 As long as we qualify as an emerging
growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and
Section 14A(a) and (b) of the Securities Exchange Act of 1934.

 In addition, Section 107 of the JOBS
Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards.
 We are choosing to irrevocably opt in to the extended transition period for complying with new or revised accounting standards
under Section 102(b)(2) of the JOBS Act.

 CURRENT BUSINESS

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

 History

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

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

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

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

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

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

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

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

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

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

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

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

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

 Disposal of MBF Ops.

 Effective June 28, 2021, Vector 21 disposed
of 100% of the issued share capital of its sole subsidiary company, MBF Ops., to an unrelated third party. We made a $1,000 payment
in cash to the Purchaser as an incentive to assume ownership and the Board authorized and approved to issue 50,000 (post-split)
shares of our common stock to MBF Ops, Inc. as additional capital in the former subsidiary company which had no ongoing business
or assets at the time of divestiture. These shares of common stock were approved in Board Minutes. The shares were issued in August
2021.

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

 Reverse and Forward Stock Splits

 Effective May 13, 2021, we completed:

 -

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

 -

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

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

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

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

 General
Business Plan

 Our business
plan to seek a merger has many uncertainties which pose risks to investors.

 We intend
to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons
or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act").
We will not restrict our search to any specific business, industry or geographical location, and we may participate in business
ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive
of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to
participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity
with entities which

 have
recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to
expand into new products or markets, to develop a new product or service, or for other corporate purposes. All of these activities
have risk to investors including dilution and management.

 We expect
that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances
being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits
of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business
opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have,
essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without
incurring the cost and time required to conduct an initial public offering.

 The analysis
of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to concentrate
on identifying preliminary prospective business opportunities which may be brought to our attention through present associations
of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider
such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements;
(iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality,
experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk
factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for
growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name
identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we
expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal
investigation to evaluate the above factors.

 We will
not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time
after closing of the proposed transaction, as required by SEC Rules and Regulations.

 Acquisition Interest

 In implementing
a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation
of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition,
our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote
of our stockholders, or sell their stock in us. Any such sale will only be made in compliance with the securities laws of the United
States and any applicable state.

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

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

 While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, our stockholders would retain less than 20% of the

 issued
and outstanding shares of the surviving entity. This would result in significant dilution in the equity of our stockholders.

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

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

 As stated
above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or
within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial
statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents
will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is
voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with
the proposed transaction.

 Competition

 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. 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.

 Investment
Company Act 1940

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

 Intellectual
Property

not and do not own any intellectual property.

 Employees

 We presently
have no full-time executive, operational or clerical staff.

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

 Calvin
D. Smiley, Sr. is our Chief Executive Officer, President, Acting Chief Financial Officer and a director;

 Michael
A. Littman is our secretary and director; and

 Redgie
Green is a director.

 Revenue

not recorded any revenues for the years ended June 30, 2024 and 2023 through the date of the filing.

 Factors Effecting Future
Performance

 Our goal
is to obtain debt and/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.

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

 Any acquisition
or merger will most likely be dilutive to our existing stockholders.

 The factors
affecting our future performance are listed and explained below under the section "Risk Factors" below:

 ITEM 1A. RISK FACTORS.

 FORWARD
LOOKING STATEMENTS

 THIS
DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO VECTOR'S PLANS, STRATEGIES,
OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS
INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; VECTOR'S
LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION;
ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING
OR IN OTHER VECTOR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. SAXON IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE
ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

 Our plan
of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to relist our shares of common
stock on the Pink Sheets and then 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 our shares of common stock will be relisted on the Pink Sheets, 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. 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 in this Annual Report, in evaluating our business and us.

 Our business
is to seek to raise the debt and, or, equity to meet our ongoing operating expenses and attempt to relist our shares of common
stock on the Pink Sheets and 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 this series of events will be successfully
completed or that any stockholder will realize any return on their shares after the new business plan has been implemented.

 RISK
FACTORS RELATING TO OUR COMPANY

 WE
HAVE A SHAREHOLDERS' DEFICIT, HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

the year ended June 30, 2024, we incurred losses of $40,273, resulting in an accumulated deficit of $17,805,241 and a stockholders'
deficit of $131,999.

 Future
losses are likely to occur as, until we have opportunities for growth in return for shares of our common stock to create value
for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors,
we received from our registered independent public accountants in their report for the financial statements for the year ended
June 30, 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

 OUR
EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES

no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless
we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term
basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and 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 this series of events will be successfully completed.

 WE
INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS

 Our sole
strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify a suitable
acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition opportunities,
we compete with other companies with similar strategies. Competition for acquisition targets may result in increased prices of
acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks,
including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense,
diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to
retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet
these challenges has not been established.

 SCARCITY
OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS

 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. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other
small

 public
companies. 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.

 WE
HAVE NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS
COMBINATIONS

not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or
acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable
business opportunities or in concluding a business combination. We have not identified any particular industry or specific business
within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms favorable,
if at all. We have not established a specific length of operating history or specified level of earnings, assets, net worth or
other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a
business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

 WE
MAY BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS

 Current
conditions in domestic and global economies are extremely uncertain. 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
owns approximately 56% of our outstanding common stock. 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. This insider also has the ability to delay or perhaps even block, by his 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
DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.

 Certain
conflicts of interest may exist between our directors and us. Our Directors have other business interests to which they devote
their attention and may be expected to continue to do so although management time should be devoted to our business. As a result,
conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties
to us. See "Directors and Executive Officers" (page 32 below), and "Conflicts of Interest." (Page 33 below).

 WE
MAY DEPEND UPON OUTSIDE ADVISORS; WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

 To supplement
the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such
advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons
who are affiliates, if they are able to provide the required services.

 WE
ARE A REPORTING COMPANY.

 We are
subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our
Registration Statement on Form 10 under Section 12(g) which became effective. As a result, stockholders will have access to the
information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result,
we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability
to generate operating income.

 WE
ARE AN "EMERGING GROWTH COMPANY," AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS
APPLICABLE TO "EMERGING GROWTH COMPANIES" COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

 We are
an "emerging growth company," as defined in the JOBS Act, and, for as long as we continue to be an "emerging
growth company," we expect and fully intend to take advantage of exemptions from various reporting requirements applicable
to other public companies but not to "emerging growth companies," including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We could be an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first
fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer"
as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which
we have issued more than $1 billion in non-convertible debt during the preceding three year periods.

 In addition,
Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition
period provided in Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting
standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to "emerging growth
companies" and expect to continue to do so.

 WE
MAY NOT BE ABLE TO MEET THE FILING AND INTERNAL CONTROL REPORTING REQUIREMENTS IMPOSED BY THE SEC WHICH MAY RESULT IN A DECLINE
IN THE PRICE OF OUR COMMON SHARES AND AN INABILITY TO OBTAIN FUTURE FINANCING.

 As directed
by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring
each public company to include a report of management on the company's internal controls over financial reporting in its
annual reports. In addition, the independent registered public accounting firm auditing a company's financial statements
may have to also attest to and report on management's assessment of the effectiveness of the company's internal controls
over financial reporting. We may be required to include a report of management on its internal control over financial reporting.
The internal control report must include a statement:

 Of management's
responsibility for establishing and maintaining adequate internal control over its financial reporting;

 Of management's
assessment of the effectiveness of its internal control over financial reporting as of year-end; and

 Of the
framework used by management to evaluate the effectiveness of our internal control over financial reporting.

 Furthermore,
our independent registered public accounting firm may be required to file its attestation on whether it believes that we have maintained,
in all material respects, effective internal control over financial reporting.

 REPORTING
REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING
ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

 The rules
and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require
that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly.
Additionally, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") requires, among other things, that we design,
implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley
Act and the limited technically qualified personnel we have, may make it difficult for us to design, implement and maintain adequate
internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover
material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may
harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

 As a
public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act
of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance
with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more
difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging
growth company." The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with
respect to our business and operating results.

 We are
working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial
and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance,
corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue
to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately
prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting
and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants
to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could
be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members
of senior management, we may incur additional expenses related to director compensation and/or premiums for directors' and
officers' liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses
associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these
additional expenses individually, or in the aggregate, may also be material.

 In addition,
being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors'
and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract
and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

 The increased
costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce
costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased
costs. Additionally, if these requirements divert our management's attention from other business concerns, they could have
a material adverse effect on our business, financial condition and results of operations.

 THE
JOBS ACT ALLOWS US TO DELAY THE ADOPTION OF NEW OR REVISED ACCOUNTING STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC
AND PRIVATE COMPANIES.

 Since
we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)
of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private

 companies.
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective
dates.

 WE
HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES

conducted an evaluation of our internal control over financial reporting based on the framework in "Internal Control Integrated
Framework" issued by the Committee of Sponsoring Organizations for the Treadway Commission ("COSO") and published
in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management
concluded that our internal control over financial reporting was not sufficient as of June 30, 2024, for the reasons discussed
below:

 A significant deficiency is a deficiency, or
combination of deficiencies in internal control over financial reporting, that adversely affects the entity's ability to
initiate, authorize, record, process, or report financial data reliably in accordance
with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity's
financial statements that is more than inconsequential will not be prevented or detected by the entity's internal control.

 A material weakness is a deficiency or a combination
of deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented
or detected on a timely basis.

 Management identified the following material
weakness and significant deficiencies in its assessment of the effectiveness of internal
control over financial reporting as of June 30, 2024:

 The Company did not maintain
effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise
to meet our financial reporting requirements.

 Material Weakness –
Inadequate segregation of duties.

 The management
of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase
the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed.
This will include, but not limited to, the following:

 Hiring
of additional personnel to adequately segregate financial reporting duties.

 The
retention of outside consultants to review our controls and procedures.

 IF
WE PURSUE OUR OBJECTIVES OF EXPANDING OUR OPERATIONS THROUGH ACQUISITIONS, WE MAY BE UNABLE TO SUCCESSFULLY MANAGE THOSE ACQUISITIONS.

 In connection with our anticipated acquisitions
and new market expansion, we may face risks commonly encountered with growth through acquisitions and expansions. These risks include
the incurrence of higher than anticipated capital expenditures and operating expenses, the adverse impact on our ongoing business
resulting from greater attention of management to the acquired businesses or new market operations and difficulties encountered
in integrating the operations and personnel of the acquired business. There can be no assurance that we will be successful in overcoming
these risks or any other problems encountered with acquisitions or expansions. To the extent the Company does not successfully
avoid or overcome the risks or problems related to its acquisitions or expansions, the Company's results of operations and financial
condition could be adversely affected.

 To the extent that the Company expands
into new markets or through acquisition, it will need to employ or consult with personnel that are knowledgeable in such markets.
In addition, the success of any particular acquisition may be significantly dependent on retaining key members of the acquired
company's existing management. There can be no assurance that the Company will be able to employ or retain the necessary personnel,
that the Company will be able to successfully implement its management process and culture with local management or that the Company's
expansion efforts will be successful.

 WE
ARE DEPENDENT ON THE EFFORTS OF OUR MANAGEMENT TEAM TO CONTINUE OUR OPERATIONS.

 The Company's future success depends on
the continued services of its executive and senior officers, especially our President, Calvin D. Smiley, Sr. and our Secretary,
Michael A. Littman. The loss of the services of one or more key personnel could have a material adverse effect upon the Company's
operations. The Company's success also depends on its ability to attract and retain qualified personnel. There can be no assurances
that the Company will be successful in attracting and retaining such personnel.

 WE
HAVE AGREED TO INDEMNIFICATION OF OFFICERS AND DIRECTORS' AS IS PROVIDED BY DELAWARE STATUTES.

 Delaware
General Corporation Laws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their
association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers,
employees, or agents, upon such person's promise to repay us therefore if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that
we will be unable to recoup.

 OUR
DIRECTORS' LIABILITY TO US AND STOCKHOLDERS IS LIMITED.

 Delaware
General Corporation Laws exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary
duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors
that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state
securities laws.

no full-time employees which may impede our ability to carry on our business. Our officers are independent consultants who devote
up to 10 hours per week to Company business. The lack of full-time employees may very well prevent the Company's operations
from being efficient, and may impair the business progress and growth, which is a risk to any investor.

 RISKS
RELATED TO OUR SECURITIES

 THERE
IS A VERY LIMITED TRADING MARKET FOR OUR COMMON STOCK AND INVESTORS ARE NOT ASSURED OF THE OPPORTUNITY TO SELL THEIR STOCK, SHOULD
THEY DESIRE TO DO SO.

 Our common stock currently trades on the OTC
Pink Sheets as "VHLD" as "unsolicited" and we will need to file a 15c2-11 through a Broker-Dealer upon
any merger or commencement of business before quotations of our stock may resume. Note that stock has traded in very limited
quantities in the past few years. We believe a significant factor in the limited market is our limited capitalization and liquidity,
results of operation and the characterization of our stock as a "penny stock." We hope to remedy our financial condition
and results of operation in the future. This, in turn, may assist us in obtaining listing of our stock on the OTCQB, Nasdaq or
NYSE/American Exchange. However, there is no assurance that any of these objectives will be met or that the market will ever increase
to a point where investors could sell their stock at a desirable price, should they desire to do so.

 REDUCTION
OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS

 Our primary
plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing
securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our common stock
would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control
or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of
the shares held by our stockholders.

 THE
REGULATION OF PENNY STOCKS BY SEC AND NASD MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.

 Our securities
currently trade on the OTC PINK as "VHLD" as "unsolicited". 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 prior to 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
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 and 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 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. Our management is aware of the abuses that have occurred historically in the penny stock market. 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 the Pink Sheets, 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.

 OUR
STOCK IS GOING TO BE CLASSIFIED UNDER THE "SHELL" STATUS OF RULE 144(i) AND WILL NOT BE TRADEABLE EXCEPT UNDER LIMITED
CIRCUMSTANCES.

 Until
and unless the Company meets certain criteria under Rule 144(i), our shares will not be tradeable for 1 year after we are no longer
a "shell" defined as having minimal operations, and cash assets only, unless we file and pursue to effectiveness an
Offering Statement on Form 1-A or a Registration Statement on Form S-1. We also must remain current in our SEC filings under Section
13(a) of the Securities Exchange Act.

 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
give you any assurance 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 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.

 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 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 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.

 RULE
144 MAY NOT BE AVAILABLE FOR RESALES DUE TO THE FACT THAT THE COMPANY IS AND HAS BEEN A SHELL.

 The availability
of Rule 144 for resales of shares issued while the company is a shell company or thereafter is restricted even after the expiration
of that one-year period. Rule 144(i)(2) provides that the Rule 144 exemption is available to a shareholder of any public company
that was a shell company only if the company is current in all of its periodic reports required to be filed with the SEC during
the 12 months before the date of the shareholder's resale. This condition to the availability of Rule 144 must be satisfied
regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares
were issued. The SEC has made it clear that this condition must be satisfied even regarding shares issued by the public company
long after it ceases to be a shell company. If this condition is not satisfied at the time a shareholder wishes to sell (because,
for example, the company did not timely file a Form 10-Q), Rule 144 will not be available; and in the absence of a resale registration
covering the sale, the shareholder would not be able to sell into the market.

 THE
PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE.

 Our shares
of common stock are listed on the Over-the-Counter Bulletin Board. It is likely that 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 prices 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 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 be sustained. If an
active market does not continue, 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.

 LOSS
OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.

 We may
issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would,
upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders
and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result
in a greatly reduced percentage of ownership of us by our current shareholders.

 IF
THE REGISTRATION OF OUR COMMON STOCK IS REVOKED IN THE FUTURE, OUR BUSINESS OPPORTUNITIES WILL CEASE TO EXIST.

 In the
event our securities registration was to be revoked, we would not have the ability to raise money through the issuance of shares
and would lose the ability to continue the business plan set out in this filing. Common stock issued and outstanding at that time
would no longer be tradable.

 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. 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.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 NONE.

 ITEM 2. PROPERTIES.

 We do not own or lease
any properties.

 Our mailing address is 12136 West Bayaud Avenue,
Suite 300, Lakewood, CO 80228.

 Our transfer agent is Mountain Share Transfer,
LLC, 2030 Powers Ferry Rd., SE, #212, Atlanta, GA 30339. Their telephone number is 404-474-3110.

 ITEM 3. LEGAL PROCEEDINGS.

 We are not currently involved in any litigation
that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in
their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current
and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course
of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition
will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

 ITEM 4. MINE SAFETY DISCLOSURE.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Price and Stockholder Matters

 Shares of our common stock trade on the OTC
PINK and quotations for the common stock are listed by the OTC Markets under the symbol "VHLD." On July 6, 2021, our
stock symbol changed from "MMBFD" to "VHLD" after our holding company reorganization.

 The following table sets forth for the respective
periods indicated the prices of our common stock in this market as reported and summarized by the National Quotation Bureau. Such
prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent
actual transactions.

 During the fiscal years ended June 30, 2024
and 2023, we had a trading history as follows:

 HIGH

 LOW

 Quarter Ended:

 September 30, 2022

 $
 0.2701

 $
 0.0327

 December 31, 2022

 $
 0.2979

 $
 0.0327

 March 31, 2023

 $
 0.7590

 $
 0.0015

 June 30, 2023

 $
 0.2880

 $
 0.0020

 September 30, 2023

 $
 0.0310

 $
 0.0020

 December 31, 2023

 $
 0.0414

 $
 0.0005

 March 31, 2024

 $
 0.0510

 $
 0.0400

 June 30, 2024

 $
 0.1400

 $
 0.0010

 Last Reported Price

 On September 15, 2024, the last reported bid
price of our shares of common stock reported on the expert market was $0.0117 per
share.

 Record Holders

 There were 417
holders of record as of September 15, 2024. In many instances, a registered stockholder is a broker or other entity holding shares
in street name for one or more customers who beneficially own the shares.

 D ividend Policy

 We have never paid cash dividends and have
no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend
upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences,
and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then
impose.

 Penny Stock.

 Penny Stock Regulation Broker-dealer practices
in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities
and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny
stock designation are securities registered on certain

 national securities exchanges or quoted on
NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system
or sold to established customers or accredited investors.

 The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection
with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make
a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

 These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.
As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.

 Securities Authorized for Issuance Under
Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities.

 None.

 Exemption from Registration Claimed

 The transactions were exempt from Registration
under Section 4(a)2 of the Securities Act of 1933.

 Issuer Purchases of Equity Securities

 We did not repurchase any shares of our common
stock during the years ended June 30, 2024 and 2023.

 ITEM 6. RESERVED.

 ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 Forward-Looking Statements and
Associated Risks.

 This Form 10-K contains certain statements
that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements
contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate," or "continue," or comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions
generally and in the industries in which we may participate; competition within our chosen industry, including competition from
much larger competitors; technological advances and failure to successfully develop business relationships.

 Based on our financial history since
inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying
financial statements, as of June 30, 2024, we had an accumulated deficit totaling $17,805,241. This raises substantial doubt about
our ability to continue as a going concern.

 Plan of Operation

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

 As of June 30, 2024 and 2023, our cash
balances were $52 and $325, respectively.

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

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

 If
we are unable to obtain the necessary funding from our principal shareholder, we anticipate facing major challenges in raising
the necessary funding to effect our business plan to merge with another entity. Raising debt or equity funding for small publicly
quoted, penny stock, shell companies is always extremely challenging.

 We
may face a number of obstacles in our attempt to raise funding to achieve our objective of merging with a yet to be identified
company or group. One of those is Rule 419, under the Securities Act of 1933.

 Rule
419 defines a "blank check company" as a company that: i. Is a development stage company that has no specific business
plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person; and ii. Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities
Exchange Act of 1934.

 We
are a shell company but deemed a "blank check company" for purposes of capital raising, and therefore, in order to
raise funds, we must comply with the requirements of Rule 419 for public offerings which includes restrictive escrow and other
provisions. These provisions will make it difficult, if not impossible, for us to raise funds for the company.

 Therefore,
because of these difficulties in raising funding in penny stock or shell companies, if our principal shareholder is unable to provide
us with the funding required to merge with another entity, it is very likely that we will be unable to implement our business plan
to merge with another entity to create value for all of our shareholders".

 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. 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.

 We
intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us
by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934
Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate
in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant
to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate
that we may be able to participate in only one potential business venture because of our lack of financial resources.

 We
may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace
in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for
other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries.

 We
expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the
benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available
business opportunities may occur in many different industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will
continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners
of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934
Act without incurring the cost and time required to conduct an initial public offering.

 The
analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate
on identifying preliminary prospective business opportunities which may be brought to our attention through present associations
of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider
such matters as (i) available technical, financial and managerial resources; (ii)
working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature
of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research,
development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed
activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance
of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation
of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend
to utilize written reports and personal investigation to evaluate the above factors.

 We
will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.

 RESULTS
OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 We are a publicly quoted shell company seeking
to merge with other entities with experienced management and opportunities for growth in return for shares of our common stock
to create values for our shareholders. No potential merger candidate has been identified at this time.

 Revenue

 We recognized
no revenue during the years ended June 30, 2024 or 2023 as we had no revenue generating activities during these periods.

 G eneral
and Administrative Expenses

the year ended June 30, 2024, we incurred general and administrative expenses of $38,833, comprising accounting fees of $14,793,
audit fees of $13,000, share transfer agent fees of $9,639, SEC filing fees of $1,128 and other fees totaling $273.

 By comparison,
during the year ended June 30, 2023, we incurred general and administrative expenses of $33,999, comprising accounting fees of
$13,150, share transfer agent fees of $7,845, OTC market fees of $5,958, audit fees of $3,750, SEC filing fees of $2,338, State
filing fees of $758 and other fees totaling $200.

 The $4,834
increase in general and administrative expenses between the two years reflected a $8,250 increase in audit fees, a $1,794 increase
in share transfer agent fees, a $1,643 increase in accounting fees and a $73 increase in other fees partially offset by a $5,598
decrease on OTC Market fees, a $1,210 decrease in SEC filing fees and a $758 decrease in State filing fees.

 Operating Loss

the year ended June 30, 2024, we incurred an operating loss of $38,833 compared to an operating loss of $33,999 during the year
ended June 30, 2024, an increase of $4,834, due to the factors discussed above.

 Interest Expense – Related Party

the year ended June 30, 2024, we incurred interest expense - related party of $1,440 compared to $270 during the year ended June
30. 2023, an increase of $773.

 Interest
accrued on a $9,000 related party note at 6% per annum from January 1, 2023 through its maturity date of August 31, 2023. There
after default interest accrued at 16%.

 Loss before Income Tax

the year ended June 30, 2024, we incurred a net loss before income taxes of $40,273 as compared to a net loss of $ 34,269 in the
year ended June 30, 2023, an increase of $6,004, due to the factors discussed above.

 Provision for Income Tax

 No provision
for income taxes was recorded during the years ended June 30, 2024 and 2023 as we incurred taxable losses in both years.

 Net Loss

the year ended June 30, 2024, we incurred a net loss of $40,273 as compared to a net loss of $ 34,269 in the year ended June 30,
2023, an increase of $6,004, due to the factors discussed above.

 CASH
FLOW

 As of June 30, 2024, we did not have any revenue
generating activities or other sources of income, assets, comprising solely of cash, of $52 and we had total liabilities of $132,051
and a shareholders' deficit of $131,999.

 Consequently, we are now dependent on raising
additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary
equity and/or debt that we will need to fund our ongoing operating expenses.

 It is our current intention to seek to raise
debt and/or equity financing to meet 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 is no assurance
that this series of events will be satisfactorily completed.

 Future losses are likely to occur as, until
we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common
stock to create value for our shareholders, we have no sources of income to meet our operating expenses.

 For The Year Ended

 For The Year Ended

 June 30, 2024

 June 30, 2023

 Net Cash Used in Operating Activities

 $
 (22,353
)

 $
 (16,803
)

 Net Cash Used in Investing Activities

 —

 —

 Net Cash Provided by Financing Activities

 22,080

 17,128

 Net Movement in Cash and Cash Equivalents

 $
 (273
)

 $

 Operating Activities

the year ended June 30, 2024, we incurred a net loss of $40,273 which was reduced for cash flow purposes by an increase
in accounts payable of $17,920, resulting in net cash of $22,353 being used in operations.

the year ended June 30, 2023, we incurred a net loss of $34,269 which was reduced for cash flow purposes by an increase
in accounts payable of $11,508, and a decrease in prepaid expenses of $5,958, resulting in net cash of $16,803 being used in operations.

 Investing Activities

the years ended June 30, 2024 and 2023, we had no investing activities.

 Financing Activities

the year ended June 30, 2024, we received $22,080 by way of an advance under notes payable – related party resulting
in a total of $22,080 being generated from financing operations.

the year ended June 30, 2023, we received $17,128 by way of an advance under notes payable – related party resulting
in a total of $17,128 being generated from financing operations.

 We are dependent upon the receipt of capital
investment or other financing to fund our ongoing operations and to execute our business plan to become a profitable real
estate development company seeking to develop or redevelop residential, commercial or mixed used properties. In addition,
we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and
capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

 CRITICAL
ACCOUNTING POLICIES

 All companies are required to include a discussion
of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate
our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.

 Our significant accounting policies are described
in Note 3 of our Financial Statements on page F-8. These policies were selected because they represent the more significant accounting
policies and methods that are broadly applied in the preparation of our financial statements.

 Inflation

 In the opinion of management, inflation has
not and will not have a material effect on our operations in the immediate future.

 Management will continue to monitor
inflation and evaluate the possible future effects of inflation on our business and operations.

 Off-Balance Sheet Arrangements

 Per SEC regulations, we are required to disclose
our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
such as changes in financial condition, revenues, expenses, results of operations,
liquidity, capital expenditures, or capital resources that are material to investors. As of June
30,2024, we have no off-balance sheet arrangements.

 Share-based Compensation

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

.

 Recently Issued Accounting Pronouncements

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

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

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.

 VECTOR 21 HOLDINGS, INC.

 UNAUDITED FINANCIAL STATEMENTS

 For the years ended June 30, 2024 and 2023

 PAGE

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. 0666200001

 BALANCE SHEETS AS OF JUNE 30, 2024 AND 2023

 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To
The Board of Directors and Shareholders

 Vector
21 Holdings, Inc.

 12136
W. Bayaud Ave,, Suite 300

 Lakewood,
CO 80228

 Opinion
on the financial statements

 We
audited the accompanying balance sheets of Vector 21 Holdings, Inc., ("the Company") as of June 30, 2024 and 2023
and the related statements of operations, stockholders' equity and cash flows for years then ended and the related notes
(collectively referred to as "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operation, stockholder's
equity and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States
of America.

 Going
Concern

 The
Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company
has an accumulated deficit of $17,805,241 as of June 30, 2024. These factors as discussed in Note 2 of the financial statements
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
of Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits. we are required to obtain an understanding of internal control over financial reporting not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters arising from the current period of the financial statements that were communicated or required to be communicated
to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve
especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way
our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing
separate opinions on the critical audit matters or the accounts or disclosures to which they relate.

 There
are no critical audit matters.

 We
have served as the Company's auditor since 2021.

 M. S. Madhava
Rao, Chartered Accountant

 Bangalore, India

 October 1,
2024

 F- 1

 BALANCE
 SHEETS

 (Audited)

 FOR
 THE YEARS ENDED JUNE 30,

 2024

 2023

 ASSETS

 Current
 Assets

 Cash
 and cash equivalents

 $

 $

 Total
 Current Assets

 Total
 Assets

 $

 $

 LIABILITIES
 AND SHAREHOLDERS' DEFICIT

 Current
 Liabilities

 Accounts
 payable and accruals

 $
 51,832

 $
 33,912

 Loan
 payable- related party

 28,399

 7,759

 Promissory
 note- related party

 51,820

 50,380

 Total
 Current Liabilities

 132,051

 92,051

 Total
 Liabilities

 132,051

 92,051

 Commitments
 and Contingencies (Note 8)

 Shareholders'
 Deficit

 Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 1,697,200 shares issued and outstanding, as of June 30, 2024 and 2023

 Additional
 paid in capital

 Accumulated
 deficit

 ( 17,805,241
)

 ( 17,764,968
)

 Total
 Shareholders' Deficit

 ( 131,999
)

 ( 91,726
)

 Total
 Liabilities and Shareholders' Deficit

 $

 $

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

 F- 2

 STATEMENTS
 OF OPERATIONS

 (Audited)

 FOR
 THE YEARS ENDED JUNE 30,

 2024

 2023

 REVENUE

 $
 —

 $
 —

 EXPENSES

 General
 and administrative expenses

 38,833

 33,999

 Total
 Operating Expenses

 38,833

 33,999

 OPERATING
 LOSS

 ( 38,833
)

 ( 33,999
)

 OTHER
 INCOME (EXPENSE)

 Interest
 expense – related party

 ( 1,440
)

 ( 270
)

 Total
 Other Income (Expense)

 ( 1,440
)

 ( 270
)

 LOSS
 BEFORE TAXES

)

)

 TAXES

 —

 —

 NET
 LOSS

 $
)

 $
)

 Weighted average shares outstanding- basic and diluted

 Net loss per share – basic and diluted

 $
 ( 0.02
)

 $
 ( 0.02
)

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

 F- 3

 STATEMENTS
 OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
 THE YEARS ENDED JUNE 30, 2024 AND 2023

 (Audited)

 Shares

 Shares to be Issued

 Additional
 Paid-in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance
 at June 30, 2022

 $

 —

 $
 —

 $

 $
 ( 17,730,699
)

 $
 ( 57,457
)

 Net
 loss for the year

 —

 —

 —

 —

 —

)

)

 Balance at June
 30, 2023

 $

 —

 $
 —

 $

 $
 ( 17,764,968
)

 $
 ( 91,726
)

 Net
 loss for the year

 —

 —

 —

 —

 —

)

)

 Balance
 at June 30, 2024

 $

 —

 $
 —

 $

 $
 ( 17,805,241
)

 $
 ( 131,999
)

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

 F- 4

 STATEMENTS
 OF CASH FLOWS

 (Audited)

 FOR
 THE YEARS ENDED

 JUNE
 30,

 2024

 2023

 Cash
 Flows from Operating Activities:

 Net
 Loss

 $
)

 $
)

 Changes
 in working capital items:

 Prepaid
 Expenses

 —

 5,958

 Accounts
 Payable & Accruals

 17,920

 11,508

 Net
 Cash Flows Used in Operating Activities

 ( 22,353
)

 ( 16,803
)

 Cash
 Flows from Financing Activities

 Loan
 Payable- Related Party

 20,640

 7,858

 Advances
 Under Promissory Note – Related Party

 1,440

 9,250

 Net
 Cash Flows from Financing Activities

 22,080

 17,128

 Net
 increase (decrease) in Cash:

 $
 ( 273
)

 $

 Cash,
 beginning of period:

 —

 Cash,
 end of period:

 $

 $

 Supplemental
 Disclosures of Cash Flow Information:

 Cash
 paid for interest

 $
 —

 $
 —

 Cash
 paid for income tax

 $
 —

 $
 —

 Non-Cash
 Investing and Financing Activities

 Conversion
 of loan payable - related party to Promissory Note Payable - Related Party

 $
 —

 $
 41,110

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

 F- 5

 NOTES TO AUDITED
FINANCIAL STATEMENTS

 FOR THE YEARS
ENDED JUNE 30, 2024 AND 2023

 NOTE 1. NATURE
OF OPERATIONS

 Nature of
Business

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

 History

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

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

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

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

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

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

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

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

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

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

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

 F- 6

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

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

 Disposal
of MBF Ops.

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

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

 Reverse and
Forward Stock Splits

 Effective May
13, 2021, we completed:

 -

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

 -

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

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

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

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

 Impact
of the Ukrainian and Israeli Conflicts

 We believe that
the conflicts involving Ukraine and Israel do not have any direct impact on our operations, financial condition, or financial
reporting. We believe the conflicts will have only a general impact on our operations in the same manner as it is having
a general impact on all businesses that have their operations limited to North America resulting from international sanction and
embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from countries involved in
the conflicts, supply chain challenges, and the international and US domestic inflation resulting from the conflict and government
spending in relation to the conflicts. As we are a shell company, we do not believe we will be targeted for cyber-attacks related
to conflicts. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of
the sanctions and embargoes, as we principally operate solely in the United States. We do not believe that the conflicts will
have any impact on our internal control over financial reporting. Other than general securities market trends, we do not
have reason to believe that investors will evaluate the company as having special risks or exposures related to the conflicts.

.

 F- 7

 Inflation

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

 NOTE
2. GOING CONCERN

 Our financial
statements are prepared using accounting principles generally accepted in the United States of America ("GAAP") applicable
to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business.
We have no ongoing business or income and for the year ended June 30, 2024 we incurred a loss of $ 40,273 and had an accumulated
deficit of $ 17,805,241 as of June 30, 2024. These conditions raise substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our
ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations.
No assurances can be given that we will be successful in achieving these objectives.

 NOTE 3. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of
Presentation

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

 Use of Estimates

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

 Cash and
Cash Equivalents:

 We maintain
cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
As of June 30, 2024 and 2023, our cash balances were $ 52 and $ 325 respectively.

 Fair Value
Measurements:

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

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

 F- 8

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

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

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

 Related Party
Transactions:

 A related party
is generally defined as (i) any person that holds 10 % or more of our membership interests including such person's immediate families,
(ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us,
or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties. See Notes 5 and 6 below for details
of related party transactions in the period presented.

 Leases:

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

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

 The Company
was not party to any lease transaction during the years ended June, 30 2024 and 2023.

 Income Taxes:

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

 Uncertain
Tax Positions:

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

 F- 9

 are not expected
to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

 Revenue Recognition:

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

 Step 1: Identify
the contract(s) with customers
 Step 2: Identify
the performance obligations in the contract
 Step 3: Determine
the transaction price
 Step 4: Allocate
the transaction price to performance obligations
 Step 5: Recognize
revenue when the entity satisfies a performance obligation

 As the Company
had no business operations during the years ended June 30, 2024 and 2023, we have not identified specific planned revenue streams.

 During the years
ended June 30, 2024 and 2023, we did not recognize any revenue.

 Advertising
Costs:

 We expense advertising
costs when advertisements occur. No advertising costs were incurred during the years ended June 30, 2024 and 2023.

 Stock-Based
Compensation:

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

 Net Loss
per Share Calculation:

 Basic earnings
(loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss)
by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were
issued or outstanding during the years ended June 30, 2024 and 2023.

 Recently
Accounting Pronouncements:

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

 NOTE 4. ACCOUNTS
PAYABLE AND ACCRUALS

2024 and 2023, the balance of accounts payable and accrued expenses was $ 51,832 and $ 33,912, respectively.

2024, $ 38,901 of the balance was due to our share transfer agent, $ 7,931 related to accounting fees and accrual of $ 5,000 related
due our audit fees.

2023, $ 29,262 of the balance was due to our share transfer agent and $ 4,650 related to accounting fees.

 F- 10

 NOTE 5. LOAN
PAYABLE – RELATED PARTY

2024, and 2023, the balance outstanding under the loan payable - related party was $ 28,399 and $ 7,759, respectively.

 During the year
ended June 30, 2024, one of our directors, who is also our principal shareholder, advanced to us $ 20,640 by way of a loan to finance
our working capital requirements.

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

 As further discussed
in Note 6. Promissory Notes – Related Parties below, in December 2022, $ 41,110 of this loan balance was converted
into a Promissory Note – Related Party.

.

 NOTE 6. PROMISSORY
NOTES – RELATED PARTIES

2024, and 2023, the balance outstanding under promissory notes - related parties was $ 51,820 and $ 50,380, respectively. The balances
at June 30, 2024 and 2023 included accrued interest of $ 1,710 and $ 270, respectively.

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

 We also entered
into a further Promissory Note ("Note 2") in the amount of $ 41,110 with Michael A Littman, an affiliate of our principal
shareholder, Michael A Littman Atty Defined Benefit Plan in respect of funds he had already advanced to us as further discussed
in Note 6. Loan Payable – Related Party above. Note 2 is due on demand and bears no interest unless demand is made
and then the default rate is 12 % per annum. It is unsecured.

 Effective February
23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023, the Note incurred interest
of 6 % per year, and was given a maturity date of August 31, 2023. Default interest at 16 % accrued thereafter.

 NOTE 7. INCOME
TAXES

 We did not provide
any current or deferred US federal income tax provision or benefit for the years ending June 30, 2024 and 2023 as we incurred
tax losses during both of these years.

 When it is more
likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential
future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating
loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient
to realize the deferred tax assets during the carry forward periods.

 The Company
has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended
June 30, 2024 and 2023 as defined under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment
to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated
deficit on the balance sheet.

 The provision
for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision
for income taxes.

 The sources
and tax effects of the differences for the periods presented are as follows:

 F- 11

 For
 The Year ended June 30, 2024

 For
 The Year ended June 30, 2023

 Statutory
 U.S. Federal Income Tax Rate

 %

 %

 State Income Taxes

 %

 %

 Change
 in Valuation Allowance

 ( 26
)%

 ( 26
)%

 Effective
 Income Tax Rate

 %

 %

 A reconciliation
of the income taxes computed at the statutory rate is as follows:

 For The Year ended
 June 30, 2024

 For The Year ended
 June 30, 2023

 Tax credit (expense) at statutory rate ( 26 %)

 $
 10,471

 $
 8,910

 Increase in valuation allowance

 ( 10,471
)

 ( 8,910
)

 Net deferred tax assets

 $
 —

 $
 —

2024, the Company had a federal net operating loss carryforward of approximately $ 135,000. The federal net operating loss carryforward
does not expire but may only be used against taxable income to 80 %. No tax benefit has been reported in the financial statements.
The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal
Revenue Code Section 381 upon any future change(s) in control of the Company.

 NOTE 8. COMMITMENTS
& CONTINGENCIES

 Legal Proceedings

 We were not
subject to any legal proceedings during the years ended June 30, 2024 and 2023, and, to the best of our knowledge, no legal proceedings
are pending or threatened.

 Contractual
Obligations

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

 NOTE 9. SHAREHOLDERS' DEFICIT

 Common Stock

2024, we were authorized to issue 500,000,000 shares of common stock with a par value of $ 0.0001.

 No shares of
common stock were issued during the years ended June 30, 2024 and 2023.

2024 and June 30, 2023, 1,697,200 shares of common stock were issued and outstanding.

 Warrants

 No warrants
were issued or outstanding during the years ended June 30, 2024 and 2023.

 Stock Options

 We currently
have no stock option plan.

 No stock options
were issued or outstanding during the years ended June 30, 2024 and 2023.

 F- 12

 NOTE 10.
SUBSEQUENT EVENTS

 The Company
evaluated subsequent events after June 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance
of these financial statements and has determined there have been no subsequent event for which disclosure is required.

 F- 13

 ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 Our management
conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer, and our
Chief Financial Officer, who is our principal financial and accounting officer, of the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this
Annual Report on Form 10-K. Based on that evaluation, we concluded
that because of the material weakness and significant deficiencies in our internal control over financial reporting described
below, our disclosure controls and procedures were not effective as of June 30, 2024.

 Management's
Annual Report on Internal Control over Financial Reporting

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

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

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

 We conducted
an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in "Internal
Control Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and published in 2013, and subsequent guidance prepared by COSO
specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial
reporting was not effective as of June 30, 2024 for the reasons discussed below.

 A significant
deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects
the entity's ability to initiate, authorize, record, process, or report financial data reliably in accordance
with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity's
financial statements that is more than inconsequential will not be prevented or detected by the entity's internal control.
A material weakness is a deficiency or a combination of deficiencies in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim
consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material
weakness and significant deficiencies in its assessment of the effectiveness
of internal control over financial reporting as of June 30, 2024:

 Lack
 of a functioning audit committee and lack of a majority of outside directors on our board
 of directors, resulting in ineffective oversight in the establishment and monitoring
 of required internal controls and procedures;

 Inadequate
 segregation of duties consistent with control objectives;

 Insufficient
 written policies and procedures for accounting and financial reporting with respect to
 the requirements and application of US GAAP and SEC disclosure requirements; and

 Ineffective
 controls over period end financial disclosure and reporting processes.

 There are no
assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control
over financial reporting will not result in errors in our
financial statements, which could lead to a restatement of those financial
statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must account for resource
constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
can and will be detected.

 This Form 10-K
does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to
rules of the Commission that permit us to provide only management's report in this annual report on Form 10-K.

 Changes
in Internal Controls over Financial Reporting

 There have been
no changes in our internal control over financial reporting the year ended June 30, 2024 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION.

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 The following table sets forth the
names, ages, and positions with us for each of our directors and officers as of June 30, 2024:

 Name

 Age

 Position

 Since

 Calvin Smiley

 CEO/President, Director,
 Acting CFO

 2021

 Michael A. Littman

 Secretary/ Director

 2021

 Redgie Green

 Director

 2021

 Calvin
D. Smiley, Sr., Chief Executive Officer, President, Acting Chief Financial Officer and Director

 Mr.
Smiley has been Chief Executive Officer, President, Acting Chief Financial Officer and Director since March 5, 2021 (Inception).

 Mr. Smiley has
more than 30 years in the broadcasting and cable television industries. He has been a director of Bio Lab Naturals, Inc. since
February 2020. He was appointed the Chief Executive Officer, President and a Director of the Nexhorizon, Inc. in October 2006.
He previously had co-founded Sunrise Broadband Group, Inc. from 2004 through 2006. From 2001 to 2003, he was a telecommunications
consultant and began work to develop the Sunrise business strategy. Mr. Smiley held various executive positions with TCOM Ventures
Corporation headquartered in Englewood, Colorado. From 2000 to 2001 he served as a director, President and CEO of TCOM Ventures,
with a business focus to use a digital wireless platform to provide broadband services to customers of acquired rural ISP's
and competitive local exchange carriers ("CLEC's"). From 1998 to 1999, he co-founded and served as President
of Communicast, Inc., a successful turn-key marketing and advertising sales company which developed revenues for rural cable television
systems, wireless providers and independent television stations.

 He was CEO and
Director of 30 DC, Inc. 30DC Merger Co., 30 Opsco, Inc. from 2021 until its reorganization into Apogee 21 Holdings Inc. in 2022
and Apogee 21 Holdings, Inc., Perigee Holdings, Inc., CRWG Merger Co, and Crowdgather, Inc. (of Delaware) since 2022. He has been
a Director of Legacy Technology Holdings, Inc. since 2022.

 He became a
Director and CEO of Crowdgather, Inc. and CRWG Merger Co. in 2021 until reorganized into Perigee Holdings, Inc. in 2022 and He
became a Director of Vapor Hub International, Inc. (of Delaware), VH Merger Co., reorganized into Asberry 22 Holdings, Inc. since
2022 until 2023. Mr. Smiley also served as President and Director of JV Group, Inc. from April 2021 until November 2021.

 Michael
A. Littman, Secretary and Director

 Mr. Littman
was appointed Secretary and Director on March 5, 2021 (Inception).

 Michael A. Littman,
(J.D. 1973 Stetson College of Law) (Eckerd College 1970 B.A.) served as house counsel for Chicago Title Insurance Company 1973
– 1975 in the Denver office. Increasing securities matters in the real estate syndication business led to a Securities practice
emphasis since 1981, to where the practice has been exclusively corporate securities practice for public companies. Career experience
includes commercial litigation, public and private offerings, mergers and acquisitions, mortgage banking, REO management, bankruptcy
reorganizations, and private corporate restructuring.

 He has filed
and brought effective IPO's and Secondary Registrations with SEC. He handled quarterly and annual reporting with the SEC for over
50 public reporting companies. He has acted as securities counsel in acquisitions and mergers of public companies and in acquisitions
of private companies by public companies in conjunction with recapitalizations. He has handled duties of getting companies cleared
for trading with FINRA, and its predecessor NASD, for over 65 companies. He has acted as legal counsel for companies and individuals
in civil

 proceedings
with the SEC. He has handled private placements of securities including Memorandum drafting for over 50 Private Placements.

 He has negotiated
PIPEs and convertible debt situations for clients, from the public/private company side, and occasionally from the funder's side.
He was a Panel Speaker for the IQPC PIPEs conferences (January 2007, July 2007 and January 2008).

 He has 45 years
of legal experience in representing companies in the industry fields of software, oil and gas, real estate, mining, nutritional
supplements, energy saving technology, publishing, and manufacturing.

 He was Secretary
and Director of JV Group, Inc. (April-November 2021). Mr. Littman was Secretary and Director of Crowdgather, Inc., CRWG Merger
Co., and Crowdgather, Inc. (of Delaware) since 2021 to 2022 which all were reorganized into Perigee Holdings, Inc. in 2022 serving
until 2023 He was Secretary and Director of 30DC, Inc., 30DC Merger Co., 30 Opsco, Inc., until they were reorganized into Apogee
21 Holdings, Inc since November 2021, serving until 2023. He was also Secretary and Director of Vapor Hub International, Inc.
(of Delaware), VH Merger Co., until reorganized into Asberry 22 Holdings, Inc. in 2022. He remained an officer and director of
Asberry 22 Holdings, Inc. until 2023.

 Redgie
Green, Director

 Mr. Green was
appointed Director on March 5, 2021 (Inception).

 Mr.
Green was Chief Executive Officer and director of Canning Street Corp. since September 15, 2020 (Inception) to 2022, and was a
director and Chief Executive Officer of Alexandria Advantage Warranty Company (its predecessor company) from December 9, 2019
to September 30, 2020 which was reorganized into Global Innovative Platforms, Inc. Mr. Green was a director and officer of Fuquan
Financial Co (fka Southwestern Water Exploration, Inc.) from February 2017 through March 7, 2018, a director of Golden Dragon
Holding Corp. from 2006 to 2014, President and Chief Executive Officer (until 2014) and a Director of Legacy Technology Holdings,
Inc. since October 2010, a Director of Momentum BioFuels, Inc. (predecessor to Vector 21 Holdings, Inc.) since May 2012. Mr.
Green was co-owner and operator of Green's B&R Enterprises, a wholesale donut baker from 1983 to 1990. He has been an active
investor in small capital and high-tech adventures since 1987. Mr. Green was a director of IntreOrg Systems, Inc. from March
2008 until October 2017 and of International Paintball, Inc. from 2008 to 2012. He was CEO and director of Capital Franchising
Inc. from 2012 to 2014 and then again, he was an officer and director from 2014 to 2015 (as "Jubilee 4Gold, Inc.").
He was the President and director of Strategic Pharma Information Sciences, Inc. from May 2017 to January 2018. He has been President
and Director of Legacy Technology Holdings, Inc. since 2014. He has been a Director of Medical Innovation Holdings, Inc. since
February 5, 2019. He was appointed Interim CEO of Medical Innovation Holdings, Inc. on May 7, 2019. He was a Director of 30DC,
Inc., 30DC Merger Co. and 30 Opsco, Inc. from June 2021 until the reorganization into Apogee 21 Holdings, Inc.in 2022. He was
a Director of Crowdgather, Inc., CRWG Merger Co., and Crowdgather, Inc. (of Delaware) since 2021 until reorganization into Perigee
Holdings Inc. in 2022, and CEO and Director of Vapor Hub International, Inc. VH Merger Co from 2022 until reorganized into Asberry
22 Holdings, Inc in 2022 and he served until 2023. Mr. Green has also been CEO and a director of Saxon Capital Group, Inc. (fka
Atlas Technology Group, Inc.) since July 2021. Mr. Green also served as Director of JV Group, Inc. until November 2021. Mr. Green
has been a Director of Apogee 21 Holdings, Inc. and Perigree 22 Holdings, Inc. since November 2021. He has been a director of
Legacy Technology Holdings, Inc. since 2015. He has been a Director and CEO of Solanbridge, Inc. since September 22, 2021. He
is also CEO and Director of Annabidiol, Inc. since 2019 and Jagged Edge Mountain Gear, Inc. since 2021. Mr. Green was a Director
of TPT Strategic, Inc. from 2018-2020. He has also been a Director of Qlinks America, Inc. since 2021.

 No family relationships
exist between any of the officers or Directors of the Company.

 CONFLICTS
OF INTEREST - GENERAL.

 Our directors
and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners
of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other
things, time, efforts and corporation opportunity, involved in participation with such other

 business entities.
While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our
business such time as he believes to be necessary.

 CONFLICTS
OF INTEREST - CORPORATE OPPORTUNITIES

 Presently no
requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business
to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary
duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer
and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement
as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person
or business opportunity from any affiliate or any client of any such person.

 COMMITTEES
OF THE BOARD OF DIRECTORS

 In the ordinary
course of business, the board of directors maintains a compensation committee and an audit committee.

 The primary
function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation,
including bonuses, of our officers and to administer the grants under our stock option plan.

 The functions
of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the
independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the
independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and
financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged
by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of
the independent auditors.

 In the absence
of a separate audit committee our board of directors' functions as audit committee and performs some of the same functions
of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements;
reviewing the independent auditor's independence, the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls.

 (REMAINDER OF
PAGE LEFT BLANK INTENTIONALLY)

 I TEM
11. EXECUTIVE COMPENSATION.

 Summary of
Executives and Director Compensation Table

 Executive compensation
during the years ended June 30, 2024 and 2023 was as follows:

 NAME
 AND PRINCIPAL POSITION

 YEAR

 SALARY

 BONUS

 STOCK
 AWARDS

 OPTIONS
 AWARDS
 ($)

 NONQUALIFIED
 DEFERRED COMPENS-
 ATION
 ($)

 ALL
 OTHER COMP

 TOTAL

 Calvin
 D. Smiley, Sr., Chief Executive Officer, President,
 Acting Chief Financial Officer, and
 Director

 2024

 $

 $

 $

 $

 $

 $

 $

 2023

 $

 $

 $

 $

 $

 $

 $

 Michael
 A. Littman,
 Secretary and Director

 2024

 $

 $

 $

 $

 $

 $

 $

 2023

 $

 $

 $

 $

 $

 $

 $

 Redgie
 Green,
 Director

 2024

 $

 $

 $

 $

 $

 $

 $

 2023

 $

 $

 $

 $

 $

 $

 $

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following
table sets forth as of June 30, 2024 the number and percentage of the outstanding shares of common stock 1,697,200, which according
to the information available to us, were beneficially owned by:

 (i)
 each
 person who is currently a director,

 (ii)
 each
 executive officer,

 (iii)
 all
 current directors and executive officers as a group, and

 (iv)
 each
 person who is known by us to own beneficially more than 5% of our outstanding common
 stock.

 Except as otherwise indicated,
the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.

 Title of Class

 Name
 and Address of

 Beneficial Owners (1)

 Amount
 and Nature

 of Beneficial Ownership

 Percent
 of Class (2)

 Calvin
 D. Smiley, Sr., Chief Executive Officer, President, Acting Chief Financial Officer and Director

 %

 Michael A. Littman,
 Secretary and Director (3)

 875,000

 51.55

 %

 Redgie
 Green, Director

 %

 All directors and
 officers as a group

 875,000

 51.55

 %

 No
 other shareholder owns 5% or more

 (1)
 12136
 West Bayaud Avenue, Suite 300, Lakewood, CO 80228

 (2)
 Based
 on 1,697,200 common shares issued and outstanding as of October 23, 2023.

 (3)
 Through
 Michael A. Littman ATTY, Defined Benefit Plan of which he is Trustee.

 As
of the date of this filing and since June 30, 2024, there have been no issuances of any other class of stock, warrants, options
or any other security.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Our
Director, Mr. Littman, controls the common stock through his Defined Benefit Plan, owning 875,000 shares of common stock.

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

 We also entered
into a further Promissory Note ("Note 2") in the amount of $41,110 with Michael A Littman, an affiliate of our principal
shareholder, Michael A Littman Atty Defined Benefit Plan in respect of funds he had already advanced to us as further discussed
in Note 6. Loan Payable – Related Party above. Note 2 is due on demand and bears no interest unless demand is made and then
the default rate is 12% per annum. It is unsecured.

 Effective February
23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023, the Note incurred interest
of 6% per year, and was given a maturity date of August 31, 2023. Default interest at 16% accrues thereafter.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The following
is a summary of the fees billed to the Company by its independent registered Public Accounting firm for the years ended June 30,
2024 and 2023:

 For
 The Year Ended June 30, 2024

 For
 The Year

 Ended
 June 30, 2023

 Audit
 fees

 $

 13,000

 $

 3,750

 Audit
 related fees

 —

 —

 All
 other fees

 —

 —

 Tax
 fees

 —

 —

 Total

 $

 13,000

 $

 3,750

 Audit
Fees. Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in
connection with statutory and regulatory annual and quarterly filings or engagements.

 Audit-Related
Fees. Audit-related fees consist of fees for accounting, assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not reported as Audit Fees.

 Tax Fees.
Tax fees consist of fees for tax compliance services, tax advice and tax planning.

 All Other
Fees. Any other fees not included in Audit Fees, Audit-Related Fees, or Tax Fees.

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 The following
exhibits are incorporated into this Form 10-K Annual Report:

 Exhibit
 No.

 Description

 2.1

 Amended Agreement and Plan of Merger and Reorganization
 into a Holding Company Structure (1)

 2.2

 Share Purchase Agreement (1)

 3(i).1

 Certificate of Incorporation (1)

 3(i).2

 Certificate of Amendment of Certificate of Incorporation
 (1)

 3(ii).3

 Bylaws of Vector 21 Holdings, Inc. (1)

 4.1

 Convertible Promissory Note - Michael A. Littman
 (1)

 4.2

 Convertible Promissory Note - Legacy Technology
 Holdings, Inc. (1)

 31.1

 Certification of Chief Executive
 Officer and Acting Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of
 1934*

 32.1

 Certification of Chief Executive Officer and
 Acting Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 101.INS

 *

 101.SCH

 101.CAL

 Document *

 101.DEF

 Document *

 101.LAB

 *

 101.PRE

 Document *

 Cover Page Interactive Data File (formatted

 _________________________________

 * Filed Herewith

 (1) Incorporated by reference from
the exhibits included in the Company's Form 10-12g filed with the SEC dated December 14, 2022.

 ITEM
16. FORM 10-K SUMMARY

 Not applicable.

 SIGNATURES

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

 October
 2, 2024

 /s/
 Calvin D. Smiley, Sr.

 Calvin D. Smiley, Sr.,

 Chief Executive Officer and Director

 (Principal Executive Officer)

 /s/
 Calvin D. Smiley, Sr.

 Calvin D. Smiley, Sr.,

 Acting Chief Financial Officer
 and Director

 (Principal Accounting Officer)

 Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

 October
 2, 2024

 /s/
 Calvin D. Smiley, Sr.

 Calvin D. Smiley, Sr.,

 Chief Executive Officer, Acting Chief Financial
 Officer and Director

 October 2, 2024

 /s/
 Michael A. Littman

 Michael A. Littman, Secretary and Director

 October 2, 2024

 /s/
 Redgie Green

 Redgie Green, Director

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