The following discussion should be read in conjunction with the Company's consolidated financial statements, which are included elsewhere in this Form 10-K.





Results of Operations

Management's Plan of Operation





Overview

The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt, or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:





?   may significantly reduce the equity interest of our stockholders;
?   will likely cause a change in control if a substantial number of our shares
    of capital stock are issued, and most likely will also result in the
    resignation or removal of our present officer and director; and
?   may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:





?   default and foreclosure on our assets if our operating revenues after a
    business combination were insufficient to pay our debt obligations;
?   acceleration of our obligations to repay the indebtedness even if we have
    made all principal and interest payments when due if the debt security
    contained covenants that required the maintenance of certain financial ratios
    or reserves and any such covenants were breached without a waiver or
    renegotiations of such covenants;
?   our immediate payment of all principal and accrued interest, if any, if the
    debt security was payable on demand; and
?   our inability to obtain additional financing, if necessary, if the debt
    security contained covenants restricting our ability to obtain additional
    financing while such security was outstanding.




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Liquidity

As of December 31, 2003, the Company has no business operations and no cash resources other than that provided by Management. We are dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses. Our Management and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by Management.

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 acquisition for an unlimited period of time will be paid from additional money contributed by David Lazar, our sole officer and director, or an affiliated party.

Off-Balance Sheet Arrangements

As of December 31, 2003, and 2002, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of December 31, 2003, and 2002, we did not have any contractual obligations.





Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, 2003, and December 31, 2002, are included elsewhere in this Form 10K.





Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2003 the Company had negative shareholders' equity of $1,468.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company's ability to continue as a going concern. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans.





Critical Accounting Policies

The financial statements and the related notes of our company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars.





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Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company's operations

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