We are currently a "shell company" with no meaningful assets or operations other than our efforts to identify and merge with an operating company.
Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a "blank check" company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
We are generally in discussions with an operating businesses regarding potential acquisition or other business opportunities. There is no assurance that we will be able to successfully acquire such company or any company in the near future.
Historical Background
Historically, we were a wood products company that had been in business since
1980. Our business fluctuated over the years. We were almost wholly dependent on
sales to The Home Depot, Inc. As discussed below in "Discontinued Operations,"
on
Discontinued Operations
On
General
At present, we are seeking other business opportunities, but we may not be able to identify any such opportunities, and even if we are able to identify other opportunities, we may not be able to capitalize on them or they may not be profitable.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in
Income Taxes
We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
FASB ASC Topic 740, Income Taxes, requires us to determine whether it is more
likely than not that a tax position will be sustained upon examination based
upon the technical merits of the position. If the more-likely-than-not threshold
is met, we must measure the tax position to determine the amount to recognize in
our consolidated financial statements. We performed a review of our material tax
positions in accordance with recognition and measurement standards established
by ASC Topic 740 and concluded we had no unrecognized tax benefit that would
affect the effective tax rate if recognized for the fiscal years ended
We include interest and penalties arising from the underpayment of income taxes,
if any, in our statements of operations in other general and administrative
expenses. As of
5
Fair Value of Financial Instruments
The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature.
Results of Operations
Since we discontinued our wood products business in 2003, we have had no
revenues, including during the years ended
Year Ended
Operating Expenses. Our operating expenses primarily consisted of fees and
expenses related to complying with our ongoing
For the year ended
Net Loss. During the years ended
Liquidity and Capital Resources
At
For the years ended
For the years ended
We are a shell company with no revenue generating activities. We anticipate that our operating activities will generate negative net cash flows during the fiscal year of 2022. The success of our business plan is dependent upon the availability of additional capital resources on terms satisfactory to management as we are not generating sufficient revenues from our business operations. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and stockholder advances. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed above are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder advances in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.
6
Off-Balance Sheet Arrangements
We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
© Edgar Online, source