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" and "Risk Factors.")





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 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 December 31, 2019, the Company had a working capital deficit of $366,251 and an accumulated deficit of $861,153. The Company incurred net losses of $101,915 and $73,539 for its fiscal years ended December 31, 2019 and 2018, respectively. There can be no assurance that the Company will be able to obtain the additional debt or equity capital required to continue its operations.

The Fiscal Year Ended December 31, 2019 Compared to the Fiscal Year Ended December 31, 2018

The Company did not conduct any operations during its fiscal years ended December 31, 2019 or 2018, respectively. At December 31, 2019, the Company had cash in the amount of $8,761 as compared to cash at December 31, 2018 in the amount of $31,698. The decrease in cash from 2019 compared to 2018 is mainly the result of payments made on accounts payable, notes payable and accrued interest along with proceeds received from notes payable issued by the Company.

At December 31, 2019, the Company had current liabilities of $375,012, consisting of accounts payable of $37,783, accounts payable - related party of $1,500, accrued interest payable - related parties of $12,289, accrued interest of $19,922, convertible note payable of $6,284, notes payable of $145,000, and notes payable - related parties of $152,234. At December 31, 2018, the Company had current liabilities of $300,320, consisting of accounts payable of $28,340, accounts payable - related party of $1,500, accrued interest payable - related parties of $11,670, accrued interest of $7,890, notes payable of $95,000, and notes payable - related parties of $155,920. The Company had a working capital deficit of $366,251 at December 31, 2019 as compared to a working capital deficit of $268,622 at December 31, 2018.

The Company did not generate revenues during its 2019 or 2018 fiscal years. The Company's general and administrative expenses were $70,033 during the year ended December 31, 2019 as compared to $53,981 during the year ended December 31, 2018. The Company did not expect a significant change in general and administrative expenses.

The Company incurred a net loss of $101,915 during the year ended December 31, 2019 as compared to a net loss of $73,539 during the year ended December 31, 2018. The $28,376 increase in net loss in 2019 as compared to 2018 is primarily the result of increased general and administrative expenses and increased interest expense related to notes payable of the Company.

Net cash used by operating activities was $79,251 during the 2019 fiscal year resulting primarily from the net loss of $101,915, which was offset by the amortization of debt discount of $284, depreciation in the amount of $286, a $9,443 increase in accounts payable and

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a $12,651 increase in accrued interest. Net cash used by operating activities was $43,946 during the 2018 fiscal year resulting primarily from the net loss of $73,539, which was offset by depreciation in the amount of $285, a decrease of $2,000 in prepaid expenses, a $21,000 increase in accounts payable and a $6,308 increase in accrued interest.

There were no cash flows from investing activities during the 2019 and 2018 fiscal years.

Net cash provided by financing activities was $56,314 during the 2019 fiscal year which consisted of proceeds received from the issuance of notes payable in the amount of $71,000, and the repayment of notes payable of $14,686. Net cash provided by financing activities was $73,920 during the 2018 fiscal year which consisted of proceeds received from the issuance of notes payable in the amount of $108,920, the repayment of notes payable of $25,000 and the repurchase of common stock in the amount of $10,000.

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 is 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.

Recent Accounting Pronouncements

The Company has not adopted any new accounting policies that would have a material impact on the Company's financial condition, changes in financial condition or results of operations.

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