Forward-Looking Statements
Except for historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others,
those statements including the words "expects," "anticipates," "intends,"
"believes" and similar language. Our actual results may differ significantly
from those projected in the forward-looking statements. Factors that might
cause or contribute to such differences include, but are not limited to, those
discussed herein. You should carefully review the risks described herein and in
other documents we file from time to time with the
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
Basis of Presentation
The following discussion highlights our results of operations and the principal
factors that have affected our financial condition as well as our liquidity and
capital resources for the periods described and provides information that
management believes is relevant for an assessment and understanding of the
statements of financial condition and results of operations presented herein.
The following discussion and analysis are based on our unaudited financial
statements contained in this Quarterly Report, which we have prepared in
accordance with
The audited financial statements for our fiscal year ended
All references in this Form 10-Q to the "Company," "we," "us," or "our," are to
General Overview
We were organized in the
Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or that any transactions will be consummated.
See Part I, Item 1, "Business" and Part I, Item 1A, "Risk Factors," in our
Annual Report for the fiscal year ended
On
During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination.
- 16 -
--------------------------------------------------------------------------------
Recent Developments
On
In addition, on
The Company used the
On
In addition, on
On
Results of Operations
Three-Month Period Ended
Revenues and Other Income
During the three-month periods ended
Operating Expenses
Operating expenses, consisting primarily of general and administrative expenses
(including professional fees) totaled
Interest Expense
Interest expense increase by
- 17 -
--------------------------------------------------------------------------------
Net Loss
As a result of the foregoing, we incurred a net loss of
Nine-Month Period Ended
Revenues and Other Income
During the nine-month periods ended
Expenses
Operating expenses, consisting primarily of general and administrative expenses
(including professional fees) totaled
Interest Expense
Interest expense increase by
Net Loss
As a result of the foregoing, we incurred a net loss of
Liquidity and Capital Resources
As of the date of this report, we had yet to generate any revenues from our business operations.
On
The Company plans to utilize the net proceeds from the sales for working
capital and general corporate purposes. On
On
As of
To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer has not drawn a significant salary. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no or minimal expense by related parties.
We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.
- 18 -
--------------------------------------------------------------------------------
We expect that we will need to raise funds in order to effectuate our business plan. We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.
We have a history of operating losses and negative cash flow. These conditions
raise substantial doubt about our ability to meet all of our obligations over
the twelve months following the filing of this Form 10-
Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues.
Cash Flows from Operating Activities
For the nine months ended
Cash Flows from Investing Activities
The Company did not use any funds for investing activities during the nine-month
periods ended
Cash Flows from Financing Activities
For the nine months ended
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying unaudited consolidated financial statements,
for the nine months ended
• Net loss of$57,952 ; and • Net cash used in operations was$64,214 .
Additionally, at
• Accumulated deficit of$520,359 ; • Stockholders' deficit of$229,393 ; and • Working capital deficit of$229,393 .
The Company has cash on hand of
The Company has incurred significant losses since its inception and has not
demonstrated an ability to generate sufficient revenues from the sales of its
products and services to achieve profitable operations. There can be no
assurance that profitable operations will ever be achieved, or if achieved,
could be sustained on a continuing basis. In making this assessment we performed
a comprehensive analysis of our current circumstances including: our financial
position, our cash flows and cash usage forecasts for the nine months ending
- 19 -
--------------------------------------------------------------------------------
During the nine months ended
If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.
These factors create substantial doubt about the Company's ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management's strategic plans include the following:
• Pursuing additional capital raising opportunities; • Seeking an acquisition or merger candidate; and • Identifying unique market opportunities that represent potential positive short-term cash flow.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
© Edgar Online, source