Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements include those
described elsewhere in this Report and in our Annual Report on Form 10-K for the
fiscal year ended
Overview
We have no operations since inception other than the expenditures related to running the Company, and we have not generated any revenue since inception. Our goal is to finalize a share exchange agreement with an early-stage nutraceutical company (the "Target") and consummate the acquisition. However, we cannot assure we will close the acquisition.
Plan of Operation
On
The evaluation and selection of a business opportunity is a complex and
uncertain process. Our President has experience in management and business
consulting, although no assurances can be given that he can identify and
implement a viable business strategy or that any such strategy will result in
profits. Our ability to effectively identify, develop and implement a viable
plan for our business may be hindered by risks and uncertainties which are
beyond our control, including without limitation, the impact of any recession
caused by inflation and rising interest rates as well as the war in
During the next 12 month period we anticipate incurring costs in connection with
investigating, evaluating and negotiating potential business combinations,
filing
Given our limited capital resources, we may consider a business combination with
an entity which has recently commenced operations, is a developing company or is
otherwise in need of additional funds for the development of new products or
services or expansion into new markets, or is an established business
experiencing financial or operating difficulties and is in need of additional
capital. Alternatively, a business combination may involve the acquisition of,
or merger with, an entity which desires access to the
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As of the date of this Report, the Company has not entered into a definitive agreement to consummate a business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographic region.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis and results of operations are based upon
our accompanying financial statements for the three months ended
Results Of Operations
THREE MONTHS ENDED
Our net loss for the three months ended
LIQUIDITY AND CAPITAL RESOURCES
As of
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities since
inception. For the three months ended
Cash Flows from Investing Activities
We have not engaged in any investing activities since our inception.
Cash Flows from Financing Activities
For the three months ended
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On
On
PLAN OF OPERATION AND FUNDING
Our existing working capital is expected to be adequate to fund our operations
over the next 12 months, unless we are able to reach an understanding with a
target which will cause us to incur material professional fees. In that event,
we will have to borrow funds from our President or seek other funding. Because
of the
On
The evaluation and selection of a business opportunity is a complex and uncertain process. While we are hopeful of closing the reverse merger with the Target, we cannot assure you we will do so. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Going Concern
There is no historical financial information about us upon which to base an evaluation of our performance. We have no operations, cumulative losses, and have not generated any revenues. We cannot guarantee we will be successful in acquiring an operating business or commencing material business operations. Our business is subject to risks inherent in the search for and establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
There can be no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms as and when needed, we may be unable to commence, develop or expand our operations. Equity financing could result in additional dilution to existing stockholders.
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