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 management's future plans for the Company, our liquidity and ability to raise capital, our business strategy and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, 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 the
ability to close a reverse merger transaction, the possibility that we are
unable to raise capital as and when needed, the ongoing impact of COVID-19,
supply chain shortages, inflation and the
Company Overview
Following the acquisition of
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Our business, which is conducted primarily through Mikab, consists of the following:
· fiber construction and 5G wireless construction, which are collectively grouped into the broader category of telecommunications infrastructure and consist of construction and maintenance and related services with respect to fiber optic cables; · wireless cell towers and 5G small and macro cells; · site planning and installation and related services for clean energy systems, with an initial focus on electronic vehicle, or EV, charging stations; and · workforce development with respect to the unique in-house training program to support the services we provide which is currently being provided at the parent company level and is in the process of being transferred to a new subsidiary.
Since the Acquisition, we have continued our telecommunications service business, commenced training of veterans, negotiated with third parties about EV opportunities, and commenced a small number of site planning projects in the EV space.
Mikab is a service company engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to EV charging stations.
While our business is profitable, we lack the capital to support further growth and need to raise capital to grow our business. See the Risk Factor in Part 2, Item 1A of this Report.
Results of Operations
Results of Operations for the Three and Six Months ended
Revenue
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Cost of Revenue, Exclusive of Depreciation
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Operating Expenses
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Operating Income
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Net Income
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Understanding our Operating Results
Revenue from our customers is obtained from purchase orders submitted from time to time. Accordingly, the Company's ability to predict orders in future periods or trends affecting orders in future periods is limited. The Company's ability to predict revenue has become further limited by potential disruption to its supply chains or changes in customer ordering patterns due to uncontrollable events such as the COVID-19 pandemic and geopolitical turmoil. The Company's ability to recognize revenue in the future for its backlog of customer orders will depend on the Company's ability to acquire, assemble and deliver products and services to the customers and fulfill its other contractual obligations in a timely manner. In recent periods we have faced challenges in meeting customer demand due to limitations in our operational and capital resources, as more particularly described under "Item 1A - Risk Factors." Additionally, significant uncertainty exists surrounding our future revenue prospects given our dependence on a limited number of customers for the vast majority of our revenue.
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Liquidity and Capital Resources
Cash Flows used by Operating Activities:
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Cash Flows from Financing Activities:
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Cash Flows from Investing Activities
We had no cash flows used in or provided by investing activities in the six
months ended
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The Company does not expect that existing operational cash flow will be
sufficient to fund presently anticipated operations. The Company does not have
sufficient working capital to meet its cash needs for the next 12 months.
Accordingly, the Company will need to raise additional funds of at least
Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining short-term loans from related parties.
Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs.
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