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 December 31, 2023

 or

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

 For the transition period from ____________to _____________

 000-28675

 Commission file number

 Saxon Capital Group, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 94-3370795

 State or other jurisdiction of incorporation or organization

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

 PO Box 147165, Lakewood, Colorado

 80214

 (Address of principal executive offices)

 (Zip Code)

 303 - 323-4896

 Registrant's telephone number, including
area code

 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, $0.00001 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.

 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 $ 585,071.

 As of April 14, 2024, there were 14,981,701,785
common shares, $0.00001 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.

 Item1C.

 Cybersecurity.

 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 Saxon Capital Group, Inc., formerly Atlas Technology Group,
Inc.

 DESCRIPTION OF BUSINESS

 Saxon Capital Group, Inc., formerly Atlas Technology
Group, Inc., a Delaware corporation, ("the Company", "We", "Us" or "Our') is a
SEC reporting shell company. Shares of our common stock can only be traded in the expert market as of the date of this report.
We believe this is due to there being no broker dealers willing to quote our stock. We intend to seek approval for our shares
of common stock to be traded on the Pink Sheets again. Once relisted on the Pink Sheets, we will then seek 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.
There is no guarantee that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has
been identified at this time.

 Our principal executive offices are located
at PO Box 147165, Lakewood, Colorado, 80214 and the telephone number is (303) 323-4896.

 Reports to Security Holders

 We are subject to the reporting requirements
of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures.

 We provide an annual report that includes audited
financial information to our shareholders. We will make our financial information equally available to any interested parties or
investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We
are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will
file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the
above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference
Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site ( that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC.

 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 December 31, 2023, 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

 Saxon Capital Group, Inc., formerly Atlas Technology
Group, Inc., a Delaware corporation, ("the Company", "We", "Us" or "Our') is a SEC
reporting shell company. Shares of our common stock can only be traded in the expert market as of the date of this report. We believe
this is due to there being no broker dealers willing to quote our stock. We intend to seek approval for our shares of common
stock to be traded on the Pink Sheets again. Once relisted on the Pink Sheets, we will then seek 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. There is
no guarantee that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has been identified
at this time.

 Effective May 29, 2021, we entered into an
agreement with Corporate Excellence Consulting Inc. ("CECI"), our then controlling shareholder, and Mr. David Cutler
("Mr. Cutler") ("the Agreement") under which:

 -

 CECI surrendered, and we cancelled, the single outstanding share of Series A Preferred Stock. The single outstanding share of Series A Preferred Stock carried super preferred voting rights enabling the holder to vote the equivalent of 61% of all voteable preferred and common shares issued and outstanding,

 -

 We issued a new share of Series A Preferred Stock, carrying the same super preferred voting rights described above, to Mr. Cutler. As a consequence of this issuance, Mr. Cutler became our new controlling shareholder,

 -

 Mr. Cutler was appointed as a director of ours and as our Chief Financial Officer,

 -

 Mr. Cutler paid $5,000 to CECI on our behalf as a partial repayment of the outstanding fees due by us to CECI,

 -

 Mr. Cutler undertook to pay a further $30,000 on our behalf as a full and final settlement of the outstanding fees due by us to CECI, such payment to be made on the approval by FINRA of a proposed name change and reverse stock split, and

 -

 CECI agreed to accept the $35,000 to be paid to them by Mr. Cutler on our behalf in full and final settlement of the outstanding fees due by us to CECI.

 The initial payment of $5,000 to CECI was made
by Mr. Cutler as agreed.

 There is no guarantee that it will be possible
to complete the remaining terms of the Agreement.

 Effective November 10, 2021, the Board of directors
recommended, and the holder of a majority of the voting power of our outstanding common stock voted, to approve the following items:

 -
 a reverse split of the common stock issued and outstanding on a one
new share for one million (1,000,000) old shares basis as of November 10, 2021. Fractional shares will be rounded up to the next
whole share. (This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial
Industry Regulatory Authority ("FINRA")), and

 -
 a forward split of the common stock issued and outstanding as of
November 10, 2021. Subsequent to the 1/1,000,000 reverse split described above, each share of post reverse split adjusted issued
and outstanding Common Stock shall be forward split on a one for one hundred (100) basis such that each post reverse split old
share represents 100 new shares. Fractional shares will be rounded up to the next whole share.

 These proposed actions are still pending FINRA
approval.

 Effective November 17, 2022, Board of Director
approved the following actions to:

 -
 Cancel all 24,999,999 shares of authorized but unissued shares of
Series B Preferred Stock.

 -
 Increase the number of authorized shares of Series A Preferred Stock
from 1 to 1,000.

 -
 Forward split each share of issued and outstanding Series A Preferred
Stock as of record date November 25, 2022 in the ratio of 1:1,000, such that each old share represents 1,000 new shares.

 -
 Convert 499 post-split shares of Series A Preferred Stock into 9,130,995,911
shares of our common stock leaving a remaining 501 shares of post-split Series A stock issued and outstanding.

 History

 Saxon Capital Inc. was
incorporated in the state of Nevada in August 1996 under the name Pan World Corporation. In November 1999, the Company changed
its name to Tribeworks, Inc. and redomiciled to the state of Delaware. In August 2007, the Company changed its name to Atlas Technology
Group, Inc. In August 2015, the Company redomiciled to the State of Florida. In December 2015, the Company changed its name to
Moxie Motion Pictures, Inc. In November 2018, the Company changed its name back to Atlas Technology Group, Inc. On August 30, 2022
Atlas Technology Group, Inc. merged into Saxon Capital Group, Inc. and redomiciled from State of Florida to State of Delaware with
the surviving corporation being Saxon Capital Group, Inc.

 Since its Inception in August 1996, the Company
has at various times been involved in the following business activities: software sales, provision of information technology application
support services, distribution of energy efficient lighting products and movie production and talent management. All of these business
activities have been ultimately unsuccessful.

 By December 31, 2018, the Company had ceased
all operations and had disposed of all its former operating subsidiaries.

 General
Business Plan

 Our business
plan to seek to have shares of our common stock relisted on the Pink Sheets and then to complete a merger has many uncertainties
which pose risks to investors.

 There is no guarantee that we will be successful
in becoming relisted on the Pink Sheets.

 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.

 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 sole director 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 his 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.

 As part
of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain
independent analysis of verification of certain information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner
in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both
parties, and the management of the opportunity.

 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 ensure 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.

 Revenue

 We did
not record any revenue during the years ended December 31, 2023 and 2022.

 Factors Effecting Future
Performance

 Our goal
is to obtain debt and, or, equity finance to meet our ongoing operating expenses and attempt have our shares of common stock relisted
on the Pink Sheets and then 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 relist our shares
of common stock on the Pink Sheets and 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 SAXON'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; SAXON'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 SAXON 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 December 31, 2023, we incurred losses of $92,225, resulting in an accumulated deficit of $31,145,855 and a stockholders'
deficit of $340,106.

 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 reports for the financial statements for the years ended
December 31, 2023 and 2022, 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 ATTEMPT TO RELIST OUR SHARES OF COMMON STOCK ON THE PINK SHEETS

 There is no guarantee that we will be successful
in becoming relisted on the Pink Sheets. If we are unable to have our shares of common stock re-listed on the Pink Sheets, it's
unlikely that we will be able to find an entity with experienced management and opportunities for growth in return for shares of
our common stock to create values for our shareholders that will be prepared to merge with us.

 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.

 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 the 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.

 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
has the voting rights of, and ability to convert his one share of Series A preferred stock into, 68% 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 transactions. 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 45 below), and "Conflicts of Interest." (page 46 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 people
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 December 31, 2023 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 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 December 31, 2023:

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.

 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, Redgie
Green and David Cutler. 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 THE 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 can only be traded in the
expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote our
stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again. There is no guarantee that
we will be successful in becoming relisted on the Pink Sheets again. However, that stock has traded in very limited quantities
in the past. 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 OTC-QB, 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 our stockholders.

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

in the expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote
our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets. Even if we are successful in getting our stock relisted, 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.

in the expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote
our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets. Even if we are successful in getting our stock relisted, 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.

in the expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote
our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets. Even if we are successful in getting our stock relisted, 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.

in the expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote
our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets. Even if we are successful in getting our stock relisted, 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. 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.

in the expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote
our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets. Even if we are successful in getting our stock relisted, 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 1C. CYBERSECURITY.

 We are a shell company with no business operations.
Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management
program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight
of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents to date.

 ITEM 2. PROPERTIES.

 We do not own or lease
any properties.

 We have a mailing
address at PO Box 147165, Lakewood, Colorado, 80214.

 The post office box
is adequate for our operations at this time.

 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

in the expert market under the symbol "ATYG" as of the date of this report. We believe this is due to there being no broker
dealers willing to quote our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets.

 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 December 31,
2023, and 2022, we had a trading history as follows:

 HIGH

 LOW

 Quarter Ended:

 March 31, 2023

 $

 0.0002

 $

 June 30, 2023

 $

 $

 September 30, 2023

 $

 $

 December 31, 2023

 $

 $

 March 31, 2022

 $

 0.0003

 $

 0.0002

 June 30, 2022

 $

 0.0004

 $

 0.0003

 September 30, 2022

 $

 0.0004

 $

 0.0003

 December 31, 2022

 $

 0.0003

 $

 0.0002

 Last Reported Price

 On April 14, 2024, the last reported bid
price of our shares of common stock reported on the expert market was $0.0001 per share.

 Record Holders

 There were 89 holders of record as of December
31, 2023. 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.

 Our transfer agent is Legacy Stock Transfer,
Inc. (formerly Signature Stock Transfer, Inc.), 14673 Midway Road, Suite 220, Addison, Texas, 75001. Their telephone number is
(972) 612-4120.

 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.

in the expert market under the symbol "ATYG" as of the date of this report. We believe this is due to there being no broker
dealers willing to quote our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again.
 There is no guarantee that we will be successful in becoming relisted on the Pink
Sheets. If we are successful in having our shares relisted on the Pink Sheets, we will be subject to Penny Stock Regulation.

 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.

 As of November 25, 2022, 499 shares of post-forward
split Series A Prefer stock were converted into 9,130,995,911 shares of common stock.

 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 December 31, 2023, and 2022.

 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 December 31, 2023, we had an accumulated deficit totaling $31,145,855. This raises substantial doubt
about our ability to continue as a going concern.

 Plan of Operation

 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.

 As
of December 31, 2023, we had no cash on hand and committed resources of debt or equity to fund these losses. We will be reliant,
potentially, on advances from our principal shareholders or our directors and officers. There can be no guarantee that we will
be able to obtain sufficient funding these sources.

 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 affect 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 affect 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 "blank check company" and therefore, in order to raise public or private funds before we have any business, we
must comply with the requirements of Rule 419 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 FISCAL YEAR ENDED DECEMBER 31, 2023 COMPARED TO THE YEAR ENDED DECEMBER 31, 2022

 We are a SEC reporting shell company. Shares
of our common stock can only be traded in the expert market as of the date of this report. We believe this is due to there being
no broker dealers willing to quote our stock. We intend to seek approval for our shares of common stock to be traded on the
Pink Sheets again. Once relisted on the Pink Sheets, we will then seek 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. There is no guarantee
that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has been identified at this
time.

 Revenue

 We recognized
no revenue during the years ended December 31, 2023, or 2022 as we had no revenue generating activities during these periods.

 G eneral
and Administrative Expenses

the year ended December 31, 2023, we incurred general and administrative expenses of $92,225 comprising $70,000 of director and
officer compensation, audit fees of $9,500, state filing fees of $4,697, Edgar filing fees of $4,269, FINRA fees of $1,750 and
sundry other fees and expenses totaling $2,510.

the year ended December 31, 2022, we incurred general and administrative expenses of $95,309 comprising director and officer's
compensation of $60,000, audit fees of $11,500, Edgar filing fees of $3,279, state filing fees of $2,289, OTC market fees of $1,167,
mailing to shareholders fees of $8,745, former directors fees of $3,025 and sundry and other fees of $1,018.

 The $3,084
decrease in general and administrative expenses between the two years reflected an increase of $10,000 in officer's remuneration,
Edgar filing fees of $990, State filing fees of $2,407 and FINRA fees of 1,750 and decrease in other general and administrative
expenses largely relating to shareholders mailing fees of $8,221, share transfer agent fees of $3,610, former directors fees of
$2,525, audit fees of $1,690, sundry and other fees of $1,018, OTC market fees of $1,167.

 Operating Loss

the year ended December 31, 2023, we incurred an operating loss of $92,225 compared to an operating loss of $95,309 during the
year ended December 31, 2022, a decrease of $3,084, due to the factors discussed above.

 Loss before Income Tax

the year ended December 31, 2023, we incurred a net loss before income taxes of $92,225 as compared to a net loss of $95,309 in
the year ended December 31, 2022, a decrease of $3,084, due to the factors discussed above.

 Provision for Income Tax

 No provision
for income taxes was recorded during the years ended December 31, 2023, and 2022 as we incurred taxable losses in both years.

 Net Loss

the period ended December 31, 2023, we incurred a net loss of $92,225 as compared to a net loss of $95,309 during the year ended
December 31, 2022, a decrease of $3,084, due to the factors discussed above.

 CASH
FLOW

 As of December 31, 2023, we did not have any
revenue generating activities or other sources of income, no assets, total liabilities of $340,106 and a shareholders' deficit
of $340,106.

 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 experience ed
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. 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 years ended December 31, 2023, and 2022,
an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

 Fiscal Year Ended

 Fiscal Year Ended

 December 31, 2023

 December 31, 2022

 Net Cash Used in Operating Activities

 $
 (36,510
)

 $
 (32,357
)

 Net Cash Used in Investing Activities

 —

 —

 Net Cash Provided by Financing Activities

 36,510

 32,357

 Net Movement in Cash and Cash Equivalents

 $
 —

 $
 —

 Operating Activities

the year ended December 31, 2023, we incurred a net loss of $92,225, a $4,285 decrease in accounts payable and accruals
and a $60,000 increase in accruals– related parties resulting in net cash of $36,510 being used in operating activities.

the year ended December 31, 2022, we recognized a net loss $95,309 which was reduced for cash flow purposes by a $1,167
decrease in prepaid expenses, a $1,785 increase in accounts payable and accruals and a $60,000 increase in accrued liabilities
– related parties resulting in a net $32,357 cash being used in operating activities.

 Investing Activities

the years ended December 31, 2023, and 2022, we had no investing activities.

 Financing Activities

the year ended December 31, 2023, we received $36,510 by way of an advance under notes payable – related party resulting
in a total of $36,510 being generated from financing operations.

the year ended December 31, 2022, we received $32,357 by way of an advance under notes payable – related party resulting
in a total of $32,357 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 December
31,2023, 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.

 AUDITED FINANCIAL STATEMENTS

 For the years ended December 31, 2023, and
2022

 PAGE

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

 BALANCE SHEETS AS OF DECEMBER 31, 2023, AND 2022

 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022

 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022

 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022

 NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To
The Board of Directors and Shareholders

 Saxon
Capital Group, Inc.

 PO
Box 147165, Lakewood,

 Colorado
80214

 Opinion
on the financial statements

 We
audited the accompanying balance sheets of Saxon Capital Group, Inc. ("the Company") as of December 31, 2023 and 2022
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 December 31, 2023 and 2022, and the results of its operations,
stockholders' 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 $31,145,855 for the year December 31, 2023. 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

 F- 1

 communicating
the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they
relate.

 Related
party transactions.

 As
discussed in Note 5 to the financial statement, the Company has borrowed from related parties an amount $183,506 as of the date
of December 31, 2023. We identified that the Company has not accrued for the cost of borrowing. The procedure performed to address
the matter included: obtaining confirmation management that no interest provision is necessary. Company also accrued $155,000
to CEO for services.

 We
have served as the Company's auditor since 2022.

 M.
S. Madhava Rao, Chartered Accountant

 Bangalore,
India

 April
15, 2024

 F- 2

 BALANCE SHEETS

 DECEMBER 31,

 DECEMBER 31,

 2023

 2022

 ASSETS

 Current Assets

 Cash and Cash Equivalents

 $
 —

 $
 —

 Total Current Assets

 —

 —

 Total Assets

 $
 —

 $
 —

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current Liabilities

 Accounts Payable

 $
 1,600

 $
 5,885

 Accruals - Related Parties

 234,000

 174,000

 Note Payable - Related Party

 104,506

 67,997

 Total Current Liabilities

 340,106

 247,882

 Total Liabilities

 340,106

 247,882

 Commitments and Contingencies (Note 8)

 Shareholders' Deficit

 Preferred Stock, $ 0.00001 par value, 24,999,000 and 0 shares authorized as of December 31, 2023, and 2022, respectively

 —

 —

 Series A Preferred Stock, $ 0.00001 par value, 1,000 shares authorized, 501 and 1,000 shares issued and outstanding as of December 31, 2023, and 2022, respectively

 19,990

 19,900

 Series B Preferred Stock, $ 0.00001 par value, 0 and 24,999,999 shares authorized, 0 shares issued and outstanding as of December 31, 2023, and 2022

 —

 —

 Common Stock, $ 0.00001 par value, 15,000,000,000 shares authorized, 14,981,701,785 shares issued and outstanding as of December 31, 2023, and 2022, respectively.

 149,817

 149,817

 Additional Paid in Capital

 30,635,942

 30,635,942

 Accumulated Deficit

 ( 31,145,855
)

 ( 31,053,631
)

 Total Shareholders' Deficit

 ( 340,106
)

 ( 247,882
)

 Total Liabilities and Shareholders' Deficit

 $
 —

 $
 —

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

 F- 3

 STATEMENTS OF OPERATIONS

 FOR THE
 YEAR ENDED DECEMBER 31,

 2023

 2022

 REVENUE

 $
 —

 $
 —

 OPERATING EXPENSES:

 General and administrative expenses

 92,225

 95,309

 Total Operating Expenses

 92,225

 95,309

 OPERATING LOSS

)

)

 LOSS BEFORE TAXES

)

)

 TAXES

 —

 —

 NET LOSS

 $
)

 $
)

 Net Loss per Common Shares Outstanding – Basic and Diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted Average Common Shares Outstanding – Basic and Diluted

 14,981,701,785

 5,850,705,874

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

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 Series A Preferred Shares

 Common Shares

 Additional Paid-In

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance at December 31, 2021

 1,000
 *

 $
 39,900

 5,850,705,874

 $
 58,507

 $
 30,707,342

 $
 ( 30,958,322
)

 $
 ( 152,572
)

 Conversion Series A Preferred Shares

 ( 499
)*

 ( 19,910
)

 9,130,995,911

 91,310

 ( 71,400
)

 —

 —

 Net loss for the year

 —

 —

 —

 —

 —

)

)

 Balance at December 31, 2022

 *

 $
 19,990

 14,981,701,785

 $
 149,817

 $
 30,635,942

 $
 ( 31,053,631
)

 $
 ( 247,882
)

 Net loss for the year

 —

 —

 —

 —

 —

)

)

 Balance at December 31, 2023

 $
 19,990

 14,981,701,785

 $
 149,817

 $
 30,635,942

 $
 ( 31,145,855
)

 $
 ( 340,106
)

 * As retrospectively restated for the
1:1,000 forward split completed effective November 25, 2022.

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

 F- 5

 STATEMENTS OF CASH FLOWS

 FOR THE
 YEAR ENDED

 DECEMBER 31,

 2023

 2022

 Cash Flows from Operating Activities:

 Net Loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash from operating activities

 —

 —

 Changes in working capital items:

 Prepaid Expenses

 —

 1,167

 Accounts Payable

 ( 4,285
)

 1,785

 Accruals - Related Parties

 Net Cash Flows Used in Operating Activities

 ( 36,510
)

 ( 32,357
)

 Net Cash Flows Used in Investing Activities

 —

 —

 Cash Flows from Financing Activities

 Advances under Note Payable – Related Party

 36,510

 32,357

 Net Cash Flows from Financing Activities

 36,510

 32,357

 Net Cash Flows from Investing Activities

 —

 —

 Net Change in Cash:

 —

 —

 Beginning Cash:

 $
 —

 $
 —

 Ending Cash:

 $
 —

 $
 —

 Supplemental Disclosures of Cash Flow Information:

 Cash paid for interest

 $
 —

 $
 —

 Cash paid for tax

 $
 —

 $
 —

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

 F- 6

 NOTES TO AUDITED FINANCIAL STATEMENTS

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND
2022

 NOTE 1. NATURE OF OPERATIONS

 Saxon Capital Group, Inc., formerly Atlas Technology
Group, Inc., a Delaware corporation, ("the Company," "We,"
"Us," or "Our') is a SEC reporting shell company. Shares of our common stock can only be traded in the expert
market as of the date of this report. We believe this is due to there being no broker dealers willing to quote our stock.
We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again. Once relisted on the Pink Sheets,
we will then seek 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. There is no guarantee that we will be successful in becoming relisted on the
Pink Sheets and no potential merger candidate has been identified at this time.

 Effective May 29, 2021, we entered into an
agreement with Corporate Excellence Consulting Inc. ("CECI"), our then controlling shareholder, and Mr. David Cutler
("Mr. Cutler") ("the Agreement") under which:

 -

 CECI surrendered, and we cancelled, the single outstanding share of Series A Preferred Stock. The single outstanding share of Series A Preferred Stock carried super preferred voting rights enabling the holder to vote the equivalent of 61% of all voteable preferred and common shares issued and outstanding,

 -
 We issued a new share of Series A Preferred Stock, carrying the same super preferred voting rights described above, to Mr. Cutler. As a consequence of this issuance, Mr. Cutler became our new controlling shareholder,

 -
 Mr. Cutler was appointed as a director of ours and as our Chief Financial Officer,

 -
 Mr. Cutler paid $ 5,000 to CECI on our behalf as a partial repayment of the outstanding fees due by us to CECI,

 -
 Mr. Cutler undertook to pay a further $ 30,000 on our behalf as a full and final settlement of the outstanding fees due by us to CECI, such payment to be made on the approval by FINRA of a proposed name change and reverse stock split, and

 -
 CECI agreed to accept the $ 35,000 to be paid to them by Mr. Cutler on our behalf in full and final settlement of the outstanding fees due by us to CECI.

 The initial payment of $ 5,000 to CECI was made
by Mr. Cutler as agreed.

 There is no guarantee that it will be possible
to complete the remaining terms of the Agreement.

 Effective November 10, 2021, the Board of directors
recommended, and the holder of a majority of the voting power of our outstanding common stock voted, to approve the following items:

 -
 a reverse split of the common stock issued and outstanding on a one
new share for one million (1,000,000) old shares basis as of November 10, 2021. Fractional shares will be rounded up to the next
whole share. (This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial
Industry Regulatory Authority ("FINRA")), and

 -
 a forward split of the common stock issued and outstanding as of November 10, 2021. Subsequent to the 1/1,000,000 reverse split described above, each share of post reverse split adjusted issued and outstanding Common Stock shall be forward split on a one for one hundred (100) basis such that each post reverse split old share represents
100 new shares. Fractional shares will be rounded up to the next whole share.

 F- 7

 These proposed actions are still pending FINRA
approval.

 Effective November 17, 2022 Board of Director
approved the following actions to:

 -
 Cancel all 24,999,999 shares of authorized but unissued shares of
Series B Preferred Stock.

 -
 Increase the number of shares authorized Series A Preferred Stock
from 1 to 1,000.

 -
 Forward split each share of issued and outstanding Series A Preferred
Stock as of record date November 25, 2022 in the ratio of 1:1,000, such that each old share represents 1,000 new shares.

 -
 Convert 499 post-split shares of Series A Preferred Stock into 9,130,995,911
shares of our common stock leaving 501 shares of post-split Series A stock issued and outstanding.

 History

 Saxon Capital Inc. was incorporated in the
state of Nevada in August 1996 under the name Pan World Corporation. In November 1999, the Company changed its name to Tribeworks,
Inc. and redomiciled to the state of Delaware. In August 2007, the Company changed its name to Atlas Technology Group, Inc. In
August 2015, the Company redomiciled to the State of Florida. In December 2015, the Company changed its name to Moxie Motion Pictures,
Inc. In November 2018, the Company changed its name back to Atlas Technology Group, Inc. On August 30, 2022, Atlas Technology Group,
Inc. merged into Saxon Capital Group, Inc. and redomiciled from State of Florida to State of Delaware with the surviving corporation
being Saxon Capital Group, Inc.

 Since its Inception in August 1996, the Company
has at various times been involved in the following business activities: software sales, provision of information technology application
support services, distribution of energy efficient lighting products and movie production and talent management.

 By December 31, 2018, the Company had ceased
all operations and had disposed of all its former operating subsidiaries.

 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 December 31, 2023, we incurred a loss of $ 92,225 and had an accumulated deficit of $ 31,145,855
as of December 31, 2023. 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

 The 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 December 31 as its financial year end.

 F- 8

 Forward Stock Split

 On November 17, 2022, the Company's Board
of Directors approved a forward stock split at in ratio of one-for-one thousand in respect of the Company's series A Preferred
Stock. Such forward stock split was implemented effective November 25, 2022 increasing the number of issued Series A Preferred
Stock form 1 to 1,000. The par value for the Series A Preferred Stock was not affected.

 All numbers of Series A Preferred Stock in
these financial statements have been retroactively restated for the effect to the Forward Split for all periods presented.

 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 December 31, 2023, and 2022, our cash balances
were $ 0.

 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.

 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 accounts
payable, accrued expenses - related parties and note payable – related party. The carrying amount of our accounts payable,
accrued expenses- related parties and note payable – 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.

 F- 9

 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 December 31, 2023 and 2022.

 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 carryforwards. 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 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 December 31, 2023 and 2022, we have not identified specific planned revenue streams.

 F- 10

 During the years ended December 31, 2023 and
2022, we did not recognize any revenue.

 Advertising Costs:

 We expense advertising costs when advertisements
occur. No advertising costs were incurred during the years ended December 31, 2023 and 2022.

 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.

 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

 As of December 31, 2023, and 2022, the balance
of accounts payable totaled $ 1,600 and $ 5,885 respectively.

 These balances
were owed to the Company's stock transfer agent.

 NOTE 5. ACCRUED EXPENSES - RELATED PARTIES

 As of December 31, 2023, and 2022, the balance
of accruals - related parties totaled $ 234,000 and $ 174,000 respectively.

 These accruals relate to consulting fees due
to our current controlling shareholder, director and chief financial officer ($ 155,000 and $ 95,000, respectively) and our former
controlling shareholder ($ 79,000 and $ 79,000 respectively).

 NOTE 6. NOTE PAYABLE – RELATED PARTY

 As of December 31, 2023, and 2022, the balance
of notes payable – related party totaled $ 104,506 and $ 67,997 respectively.

 During the year ended December 31, 2023, our
new controlling shareholder, director and chief financial officer, advanced to us $ 36,510 (2022 - $ 32,357) by way of a promissory
note to finance our working capital requirements.

 The promissory note is unsecured, due on demand
and interest free.

 NOTE 7. INCOME TAXES

 We did not provide any current or deferred
US federal income tax provision or benefit for the years ending December 31, 2023, and 2022 as we incurred tax losses during both
of these years.

 F- 11

 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 December 31, 2023, and 2022 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:

 Year ended December 31, 2023

 Year ended December 31, 2022

 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:

 Year ended December 31, 2023

 Year ended December 31, 2022

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

 $
 23,978

 $
 24,780

 Increase in valuation allowance

 ( 23,978
)

 ( 24,780
)

 Net deferred tax assets

 $
 —

 $
 —

 As of December 31, 2023, the Company had a
federal net operating loss carryforward of approximately $ 224,000. 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 December 31, 2023, or 2022, 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.

 F- 12

 NOTE 9. SHAREHOLDERS' DEFICIT

 Preferred Stock

 We were authorized to issue 25,000,000 shares
of preferred stock with a par value of $ 0.00001, with such relative rights, preferences and designations as may be determined by
our Board of Directors in its sole discretion upon the issuance of any shares of Preferred Stock.

 1 share of Series A Preferred Stock and 24,999,999
shares of Series B Preferred Stock were designated effective July 27, 2015.

 Effective November 17, 2022 Board of Director
approved the following actions to:

 -
 Cancel all 24,999,999 shares of authorized but unissued shares of
Series B Preferred Stock.

 -
 Increase the number of shares authorized Series A Preferred Stock
from 1 to 1,000.

 As on December 31, 2023, there are 24,999,000
shares of preferred stock available for designation.

 Series A Preferred Stock

 As on December 31, 2023, we are authorized
to issue 1,000 shares of Series A Preferred Stock with a par value of $ 0.00001.

 Effective May 29, 2021, the 1 existing issued
share of Series A Preferred Stock was returned to us by of former controlling shareholder and cancelled by us.

 Further on May 29, 2021, we issued a new share
of Series A Preferred Stock, valued by an independent, third party valuation company at $ 39,900, as compensation to our new controlling
shareholder, director and Chief Financial Officer.

 However, effective November 25, 2022, the single
share of Series A Preferred Stock issued and outstanding was forward split in the ratio of 1: 1,000, such that the single outstanding
old share was replaced with 1,000 new shares.

 The single share of Series A Preferred Stock
originally carried super majority voting rights such that it could vote the equivalent of 61% of all votable preferred and common
stock at all times.

 Subsequently
the super majority voting power of the single share of Series A Preferred Stock was increased from 61 % to 68 %.

 Following the 1: 1,000 forward split effective
November 25, 2022, each one of the 1,000 post forward split shares of Series A Preferred Stock is now convertible into 18,298,589
shares of common stock with total voting rights equal to 76% ownership of the common stock of the Company at the option of the
Holder.

 Effective November 25, 2022, 499 shares of
Series A Preferred Stock was converted into 9,130,995,911 shares of common stock and the remaining 501 shares are issued and outstanding
as on December 31, 2023.

 As of December 31, 2023, and 2022, 501 and
 1,000 shares of Series A Preferred Stock were issued and outstanding respectively.

 Series B Preferred Stock

 As of December
31, 2023, we are authorized to issue zero shares of Series B Preferred Stock as it has been
cancelled by the approval of board of directors in November 2022.

 F- 13

 As on November 17, 2022 Board of Director cancelled
all 24,999,999 shares of authorized but unissued shares of Series B Preferred Stock.

 Common Stock

 As of December 31, 2023, we were authorized
to issue 15,000,000,000 shares of common stock with a par value of $ 0.0001.

 No shares of common stock were issued during
the year ended December 31, 2023.

 Effective November 10, 2021, the Company's
controlling shareholder and the Board approved a 1 for 1,000,000 reverse share split, followed by a 100 for 1 forward share split.
This change in the number of common shares issued and outstanding is pending FINRA approval.

 Effective November 25, 2022, 499 Series A Preferred
Stock was converted in to 9,130,995,911 shares of common stock.

 As of December 31, 2023, and 2022, 14,981,701,785
shares of common stock were issued and outstanding.

 Warrants

 No warrants were issued or outstanding during
the years ended December 31, 2023, and 2022.

 Stock Options

 We currently have no stock option plan.

 No stock options were issued or outstanding
during the years ended December 31, 2023, and 2022.

 NOTE 10. SUBSEQUENT EVENTS

 The Company evaluated subsequent events after
December 31, 2023, 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- 14

 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 December 31, 2023.

 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 December 31,
2023, 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 December 31, 2023:

 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 December 31, 2023 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 December 31, 2023:

 Name

 Age

 Position

 Since

 Redgie Green

 Chief Executive Officer, Director

 July 29, 2021

 David J. Cutler

 Chief Financial Officer, Director

 May 29, 2021

 Redgie Green

 Mr. Green has been our Chief Executive Officer and
director since July 29, 2021. Mr. Green was Chief Executive Officer and director of Canning Street Corp. from September 2020 to
2021 and was a director and Chief Executive Officer of Alexandria Advantage Warranty Company (its predecessor company) from December
9, 2019 to September 30, 2020. 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. 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 is a Director of 30DC, Inc., 30DC Merger Co. and 30 Opsco, Inc. since June 2021, Crowdgather, Inc., CRWG Merger
Co., and Crowdgather, Inc. (of Delaware) since 2021 since June 2021, and CEO and Director of Vapor Hub International, Inc. since
2022. Mr. Green has also been a director of Vector 21 Holdings, Inc. since March 2021. He
was Director of Momentum Biofuels, Inc. from 2012 - 2021 (predecessor of Vector 21 Holdings, Inc.) and its subsidiaries MBF Ops,
Inc. and MMBF Merger Co. in 2021.

 Mr. Green also served as
Director of JV Group, Inc. from April 2021 until November 2021. Mr. Green has been a Director of Apogee 21 Holdings, Inc. and Perigee
Holdings, Inc. since November 2021. He is also CEO and Director of Vapor Hub International, Inc. (Nevada), Vapor Hub International,
Inc. (of Delaware), VH Merger Co. and Asberry 22 Holdings, Inc. since 2022. He has been a director of Crowdgather, Inc. (of Nevada)
since June 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.

 David J. Cutler

 Mr. Cutler has been our Chief Financial Officer
and director since May 29, 2021. Mr. Cutler is currently the Principal of Cutler & Co. LLC, a PCAOB registered auditing firm.
Between 2011 and 2017, Mr. Cutler was initially chief financial officer and subsequently chief executive officer and a director
of US Precious Metals, Inc., an OTC quoted gold exploration company with mining interests in Mexico. Between 2012 and 2017, Mr.
Cutler was also chief financial officer and director of Discovery Gold Corporation, an OTC quoted gold exploration company with
exploration rights in Ghana. Mr. Cutler is was the chief executive officer and director of the following publicly quoted shell
companies: Solanbridge Group, Inc. (2021 – to date), Canning Street Corporation (successor company to

 Alexandria Advantage Warranty) (2020-2021),
Company Southwestern Water Exploration Co. (2011 – 2017), Naerodynamics, Inc. (2015-2016), Torrent Energy Corp. (2011-2015)
and Quantech Electronics Corp. (2012-2015). Effective February 23, 2017, Mr. Cutler was barred by the PCAOB from being an associated
person of a registered public accounting firm. This bar was lifted by the PCAOB effective January 15, 2020. Mr. Cutler holds a
Master's degree from Cambridge University in the United Kingdom and qualified as a British Chartered Accountant and Chartered
Tax Advisor with Arthur Andersen & Co. in London. He was subsequently admitted as a Fellow of the UK Institute of Chartered
Accountants. Since arriving in the United States, David has qualified as a Certified Public Accountant, a Certified Valuation Analyst
of the National Association of Certified Valuation Analysts and obtained an executive MBA from Colorado State University.

 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.

 I TEM 11. EXECUTIVE COMPENSATION.

 Summary of Executives and Director Compensation
Table

 Executive compensation during the years ended
December 31, 2023, and 2022, was as follows:

 NAME AND PRINCIPAL POSITION

 YEAR

 SALARY

 BONUS

 STOCK AWARDS

 OPTIONS
 AWARDS ($)

 NONQUALIFIED DEFERRED COMPENS-
 ATION ($)

 ALL OTHER COMP

 TOTAL

 David J. Cutler (1)
 Director, Chief Financial Officer

 2023

 $

 $

 2022

 $

 $

 Redgie Green (2)
 Director, Chief Executive Officer

 2023

 $
 10,000

 10,000

 2022

 $

 (1)

 Mr. Cutler was appointed as a director and officer of the Company on May 29, 2021.

 (2)

 Mr. Green was appointed as a director and officer of the Company on July 29, 2021.

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

 The following table sets forth as of December
31, 2023 the number and percentage of the outstanding shares of common stock 14,981,701,785, 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

 Amount and Nature

 of Beneficial Ownership

 Percent of Class (2)

 Common

 Redgie Green (1)

 0.00

 %

 Common

 David J. Cutler (1)

 9,130,995,911

 60.95

 %

 All directors and officers as a group

 9,130,995,911

 60.95

 %

 Preferred

 Redgie Green (1)

 0.00

 %

 Preferred

 David J. Cutler (1) (3)

 %

 All directors and officers as a group

 %

 ______________

 (1)

 PO Box 147165,
 Lakewood, Colorado, 80214

 (2)

 Based on 5,850,705,874
 common shares issued and outstanding and 501 shares of Series A Preferred Stock issued and outstanding.

 (3)

 The holder of the 501 shares of
 Series A Preferred Stock is entitled to convert the shares into 9,167,593,089

 shares of common stock

 Rule 13d-3 under the Securities Exchange Act
of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security
includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security.
Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership
of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities
not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be
outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only
those derivative securities with exercise prices that we believe have a reasonable likelihood of being "in the money"
within the next sixty days.

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

 Directors and Officers Remuneration

 During the year ended
December 31, 2023, we accrued $60,000 in compensation for our director and Chief Financial Officer (Mr. Cutler) and paid $10,000
cash compensation to our director and Chief Executive Officer (Mr. Green)

the year ended December 31, 2022, we accrued $60,000 in compensation and converted 499 Series A Preferred Stock issued to director
and Chief Financial Officer (Mr. Cutler) into 9,130,995,911 common stock.

 Related Party Loan

 During the years ended
December 31, 2023, and 2022, we received $36,510 and $32,357 respectively by way of loan to fund our working capital requirements
from a director and officer (Mr. Cutler) who is also our current controlling shareholder. The loan was unsecured, interest free
and due on demand.

 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 December 31, 2023, and 2022:

 Year Ended December 31, 2023

 Year Ended December 31, 2022

 Audit fees

 $
 9,500

 $
 4,000

 Audit related fees

 —

 —

 All other fees

 —

 —

 Tax fees

 —

 —

 Total

 $
 9,500

 $
 4,000

 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.

 Title of Document

 3(i).1

 Articles of Incorporation - Florida– Atlas Technology Group, Inc. – August 3, 2015 (2)

 3(i).2

 Articles of Amendment of Articles of Incorporation – Atlas Technology Group, Inc. – December 3, 2015 (1)

 3(i).3

 Articles of Amendment of Articles of Incorporation – Atlas Technology Group, Inc. – November 28, 2018 (1)

 3(ii).4

 Bylaws of Atlas Technology Group, Inc. (2)

 3(i).5

 Certificate of Incorporation – Saxon Capital Group, Inc. (3)

 3(i).6

 Articles of Merger – Florida (3)

 3(i).7

 Certificate of Merger – Delaware (3)

 4.1

 Certificate of Designation of Series A Super Majority Voting Convertible Preferred Stock – Atlas Technology Group, Inc. – May 29, 2021 (2)

 10.1

 Agreement and Plan of Merger (3)

 31.1

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

 31.2

 Certification of 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 under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 32.2

 Certification of 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

 101.DEF

 101.LAB

 101.PRE

 _________________________________

 * Filed Herewith

 (1) Incorporated by reference from the exhibits included in
the Company's Form 10-12g filed with the SEC dated July 26, 2021.

 (2) Incorporated by reference from the exhibits included in
the Company's Form 10-12g/A filed with the SEC dated August 30, 2021.

 (3) Incorporated by reference from the exhibits included in
the Company's Form 8-K filed with the SEC dated September 1, 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.

 /s/ Redgie Green

 April 15, 2024

 Redgie Green

 Chief Executive Officer (Principal Executive Officer)

 /s/ David J. Cutler

 April 15, 2024

 David J. Cutler, Chief Financial Officer (Principal Accounting Officer)

 Saxon Capital Group, Inc./DE 666200001

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