The information contained in this quarterly report on Form 10-Q is intended to
be read with the information contained in our Annual Report on Form 10-K for the
year ended
The following discussion contains certain statements that may be deemed
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements appear in a number of places in
this Report, including, without limitation, "Management's Discussion and
Analysis of Financial Condition and Results of Operations." These statements are
not guarantees of future performance and involve risks, uncertainties and
requirements that are difficult to predict or are beyond our control.
Forward-looking statements speak only as of the date of this quarterly report.
You should not put undue reliance on any forward-looking statements. We strongly
encourage investors to carefully read the risk factors described in our Form
10-K for the fical year ended
Organizational History of the Company and Overview
Overview
The Company has been dormant since
5 No Current Operations
The Company had abandoned its business and failed to take steps to dissolve,
liquidate and distribute its assets in accordance with Chapter 78 of the Nevada
Revised Statutes. The Company had also failed to meet the required reporting
requirements with the
On
On
Plan of Operation
The Company has no revenue from continuing operations as of the date of this Report.
Based on our proposed business activities, we are a "blank check" company. The
Management intends to explore and identify business opportunities within the
We do not currently engage in any business activities that provide revenue or
cash flow. 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
As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential 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 geographical region.
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We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.
Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target's shareholders which will be very dilutive.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. 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.
We anticipate that we will incur operating losses in the next 12 months,
principally costs related to our being obligated to file reports with the
Limited Operating History; Need for
We have generated limited financial history and have not previously demonstrated that we will be able to expand our business. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods. We have not generated any revenue since inception.
If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with
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Our significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
Operating results for the three months ended
The Company incurred
The change was a result of ongoing general and administrative expenses incurred in connection with maintaining the Company's status in 2022, as compared to the Company's dormancy in the corresponding period of FY 2021.
Operating results for the six months ended
The Company incurred
The change was a result of ongoing general and administrative expenses incurred in connection with the corporate revival efforts that commenced in late FY 2021 and maintaining the Company's status in 2022, as compared to the Company's dormancy in the corresponding period of FY 2021.
Liquidity and Capital Resources
During the six months ended
During the three months ended
During the six months ended
As of
If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by management and an affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.
The Company does not currently engage in any business activities that provide
cash flow. The costs of investigating and analyzing business combinations,
maintaining the filing of Exchange Act reports, the investigation, analyzing,
and consummation of an acquisition for an unlimited period of time will be paid
from additional money contributed by
Off-Balance Sheet Arrangements
None.
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