Executive Overview

We have not recorded revenues since our reactivation in 2006. The Company intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise substantial doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue. At this time management is unsure what effect the COVID-19 pandemic will have on our search for companies to combine with.

Management intends to investigate a potential merger or acquisition of a company. However, we have not entered into any definitive agreement relating to a transaction as of the filing date of this report. We anticipate that the evaluation of this opportunity will be complex. We expect that our due diligence will encompass meetings with its business management and inspection of its operations, as well as review of financial and other information that may be available to our management. This review may be conducted either by our management or by unaffiliated third-party consultants that the Company may engage. The Company's limited funds and the lack of full-time management will likely make it impracticable to conduct an exhaustive investigation.

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of 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 perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations 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.

If we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.





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Liquidity and Capital Resources

We have not recorded revenues from operations and we have not established an ongoing source of revenue sufficient to cover our operating costs. We have relied upon loans and advances from related parties to fund our operations.

At September 30, 2021 we recorded cash of $673 compared to cash of $4,695 at December 31, 2020. Our total liabilities increased to $260,607 at September 30, 2021 from $236,462 at December 31, 2020; primarily due to increases in accounts payable - related party, notes payable - related party and accrued interest on notes payable - related party.

We intend to obtain capital from management, significant stockholders and third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through advances and loans provided by management, significant stockholders or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.





Results of Operations


We did not record revenues in either 2021 or 2020. We recorded $17,522 in general and administrative expense for the nine months ended September 30, 2021 ("2021 nine-month period") compared to $10,872 for the nine months ended September 30, 2020 ("2020 nine-month period"). We recorded $8,313 in general and administrative expenses for the three months ended September 30, 2021 ("2021 third quarter") compared to $2,724 for the three months ended September 30, 2020 ("2020 third quarter"). These increases are primarily due to an increase in accounting fees.

Total other expense increased to $10,645 for the 2021 nine-month period compared to $9,860 for the 2020 nine-month period. Total other expense increased to $3,399 for the 2021 third quarter compared to $3,342 for the 2020 third quarter. Total other expense represents interest expense on notes payable - related party.

Our net loss increased to $28,167 for the 2021 nine-month period compared to $20,732 for the 2020 nine-month period. Our net loss increased to $11,712 for the 2021 third quarter compared to $6,066 for the 2020 third quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.





Commitments and Obligations



At September 30, 2021, the Company owed a shareholder $188,515 for notes payable - related party. These loans are due on demand and bear interest at the rate of 8%. Interest expense on the loans for the nine months ended September 30, 2021 was $10,645, resulting in accrued interest of $60,592 at September 30, 2021.

During the nine months ended September 30, 2021, a shareholder invoiced the Company for consulting, administrative and professional services and out-of-pocket costs provided or paid on behalf of the Company totaling $4,500.

At September 30, 2021 the Company owed vendors $1,000.





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Off-Balance Sheet Arrangements

We have not entered into any 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 and would be considered material to investors.





Emerging Growth Company



We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain disclosure requirements

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 take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

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