FORWARD-LOOKING STATEMENTS
The following discussion may contain forward-looking statements regarding the
Company, its business prospects and its results of operations that are subject
to certain risks and uncertainties posed by many factors and events that could
cause the Company's actual business, prospects and results of operations to
differ materially from those that may be anticipated by such forward-looking
statements. The risks and uncertainties may be summarized in other documents
that the Company may file with the
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
The Company has limited operations and is actively seeking a merger, reverse
merger, acquisition or business combination opportunities with an operating
business or other financial transaction opportunities. Until a transaction is
effectuated, the Company does not expect to have significant operations.
Accordingly, during this period the Company does not expect to achieve
sufficient income to offset the Company's operating expenses, resulting in
operating losses that may require the Company to use and thereby reduce the
Company's limited cash balance. The Company's prepaid expenses during the
three-months ended
The payment of any cash distributions is subject to the discretion of our board of directors. At this time, the Company has no plans to pay any additional cash distributions in the foreseeable future.
CURRENT BUSINESS
Since
Opportunities may come to the Company's attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a potential transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.
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It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of the Company's existing directors may resign and new directors may be appointed. The Company's operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased governmental regulation following a transaction? however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.
The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
During the six months ended
During the three months ended
LIQUIDITY AND CAPITAL RESOURCES
Stockholders' equity as of
Net cash provided by operating activities was
Cash on hand at
Convertible Promissory Note
On
The Company has no material off-balance sheet arrangements. There has been no
material change in any contractual obligation as reported in the Company's
Annual Report on Form 10-K for the fiscal year ended
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