Cautionary Note Regarding Forward Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management's future plans for the Company, our liquidity and ability to raise capital, our business strategy and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements include the
ability to close a reverse merger transaction, the possibility that we are
unable to raise capital as and when needed, the ongoing impact of the
coronavirus pandemic and its negative effect on the
Company Overview
On
The Company currently has no operations and is seeking to acquire a new business
in
The evaluation and selection of a business opportunity is a complex and
uncertain process. As previously disclosed in the Company's Current Report on
Form 8-K filed on
Mikab and Novation are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to electronic vehicle (EV) charging stations.
Business opportunities that we believe are in the best interests of the Company
and its shareholders may be scarce, or we may be unable to obtain the businesses
we identify as viable for our objectives such as Mikab, including due to
competitive forces in the marketplace beyond our control. There can be no
assurance that we will be able to locate compatible business opportunities for
the Company. See -"Risk Factors" in our annual report on Form 10-K for the
fiscal year ended
Plan of Operation
The Company has no operations from a continuing business other than expenditures
related to running the Company as of the date of this report. If we are unable
to acquire Mikab, we will again explore locating a suitable operating business.
With the changes to SEC Rule 15c2-11 becoming effective in late
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Given our limited capital resources, we may consider a business combination with
an entity which has recently commenced operations, is a developing company or is
otherwise in need of additional funds for the development of new products or
services or expansion into new markets, or is an established business
experiencing financial or operating difficulties and is in need of additional
capital. Alternatively, a business combination may involve the acquisition of,
or merger with, an entity which desires access to the
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.
Liquidity and Capital Resources
Cash Flows used by Operating Activities:
For the six months ended
Cash Flows from Financing Activities:
For the six months ended
We have
COVID-19 Update
To date, the COVID-19 pandemic has not had a material impact on the Company,
particularly due to our current lack of operations. The pandemic may, however,
have an impact on our ability to evaluate and acquire an operating entity
through a reverse merger or otherwise, and/or on one or more of the businesses
we may acquire. Many government restrictions have been relaxed and the economy
has continued to open in more jurisdictions. However, the emergence of new and
transmittable variants of COVID-19 appears to have led to a resurgence of the
virus, particularly in populations with low vaccination rates and has resulted
in new restrictions in certain geographies and among certain businesses. The
long-term financial impact on us cannot be reasonably estimated at this time. As
a result, the effects of COVID-19 may not be fully reflected in our financial
results until future periods. See "Risk Factors" contained in our annual report
on Form 10-K for the fiscal year ended
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