You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report. The following information contains forward-looking statements. (See "Forward-Looking Statements" below and "Risk Factors" in our 2019 Form 10K.)





FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company's views with respect to future events based upon information available to it at this time. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements. These uncertainties and other factors include but are not limited to the risk factors described in our Form 10-K for the year ended December 31, 2019 under the caption "Item 1A. Risk Factors." The words "anticipates," "believes," "estimates," "expects," "plans," "projects," "targets," and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.





General

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

The Report of Independent Registered Public Accounting Firm on the Company's December 31, 2019 audited financial statements addresses an uncertainty about the Company's ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations.

The report further indicates that these factors raise substantial doubt about the Company's ability to continue as a going concern. At September 30, 2020, the Company had a working capital deficit of $448,260 and an accumulated deficit since inception of $949,576. The Company incurred net losses of $88,423 and $64,112 for the nine months ended September 30, 2020 and 2019, respectively.

The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.

On July 29, 2020, the Company entered into a non-binding Term Sheet with XCR Diagnostics, Inc. ("XCR"), subject to a number of conditions, to acquire 100% of the ownership of XCR. On July 31, 2020, the Company filed a Form 8-K further describing the proposed transaction. The Company and XCR have not yet negotiated a definitive agreement for the proposed acquisition.

The Three and Nine Months ended September 30, 2020 compared to September 30, 2019

The Company did not conduct any operations during the nine-month periods ended September 30, 2020 or 2019. At September 30, 2020, the Company had cash and total current assets in the amount of $1,069, compared to $8,761 at December 31, 2019. At September 30, 2020, the Company had total current liabilities of $449,329, compared to $375,012 at December 31, 2019. The Company had a working capital deficit of $448,260 at September 30, 2020 compared to $366,251 at December 31, 2019.

The Company did not generate revenues during the nine-month periods ending September 30, 2020 or 2019. The Company incurred general and administrative expenses of $12,922 during the three months ended September 30, 2020, compared to $12,009 during the three months ended September 30, 2019. The Company incurred general and administrative expenses of $55,894 during the nine months ended September 30, 2020, compared to $40,504 during the nine months ended September 30, 2019. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company's corporate status.

The Company incurred other expenses of $11,130 during the three months ended September 30, 2020 compared to $7,869 during the three months ended September 30, 2019. The Company incurred other expenses of $32,529 during the nine months ended September 30, 2020 compared to $23,608 during the nine months ended September

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30, 2019. Total other income and expenses consist of interest expense related to the notes payable due from the Company. Increase in interest expense is due to the increase in debt issued by the Company during the three and nine months ended September 30, 2020 over the same periods ended September 30, 2019.

The Company incurred a net loss of $24,052 during the three months ended September 30, 2020, compared to a net loss of $19,878 during the three months ended September 30, 2019. The Company incurred a net loss of $88,423 during the nine months ended September 30, 2020, compared to a net loss of $64,112 during the nine months ended September 30, 2019. The increase in net loss in 2020 as compared to 2019 was due to the increased professional fees related to the Company maintaining its status and filings with the Securities and Exchange Commission and an increase in interest expense on the recently-issued debt.

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had accumulated a deficit of $949,576 as of September 30, 2020.

Liquidity and Capital Resources

Net cash used by operating activities was $55,592 and $52,754 during the nine months ended September 30, 2020 and 2019, respectively.

Net cash provided by investing activities was $-0- during both the nine months ended September 30, 2020 and 2019.

Net cash provided by financing activities was $47,900 and $35,314 during the nine months ended September 30, 2020 and 2019, respectively.

Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans, or contributions from its stockholders in order to pay its operating costs. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate. The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company. However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.



Critical Accounting Policies

Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor's understanding of the Company's financial and operating status.

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