Management's Plan of Operation.
The following discussion contains forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future events. You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. They use of words such as "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," and other words and terms of
similar meaning in connection with any discussion of future operating or
financial performance. From time to time, the Company also may provide
forward-looking statements in other materials that we release to the public.
Overview.
The Company's current business objective is to seek a business combination with
an operating company. The Company intend to use our limited personnel and
financial resources in connection with such activities. We will utilize our
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 shareholders, 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.
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.
Going Concern.
The Company's audited financial statements for the years ended September 30,
2021 and 2020, were prepared using the assumption that we will continue our
operations as a going concern. Our independent accountants in their audit report
have expressed substantial doubt about our ability to continue as a going
concern. Our operations are dependent on our ability to raise sufficient capital
or complete business combination as a result of which we become profitable. Our
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.
The Company had not generated any revenues during the years 2021 and 2020. The
Company had total operating expenses of $ 11,240 during the years ended
September 30, 2021 and total operating expenses of $ 1,014 in the year ended
September 30, 2020. The Company incurred $ 10,500 interest expense during the
year ended September 30, 2021 and during the year ended September 30, 2020.
During the years ended September 30, 2021 and September 30, 2020, the Company
had a net loss of $ 21,740 and $ 8,434 respectively.
The Company had not generated any revenues during the quarter ended June 30,
2022. The Company had total operating expenses of $ 12,744 for the three months
ended June 30, 2021 and $ 22,841 for the nine months ended June 30, 2022 (as
compared to $ 10,417 for the nine months ended September 30, 2021). The Company
incurred $ 2,625 interest expense for the three months ended June 30, 2022 and $
7,875 for the nine months ended June 30, 2021 and for the nine months ended
September 30, 2022.
During the three months ended June 30, 2022 and the nine months ended June 30,
2021, the Company had a net loss of $ 15,369 and $ 3,280 respectively. During
the nine months ended June 30, 2021 and the nine months ended June 30, 2020, the
Company had a net loss of $ 30,746 and $ 18,292, respectively.
Liquidity and Capital Resources.
As of September 30, 2021 and through the date hereof, the Company has no
business operations and limited cash resources other than that provided by
Repository Services LLC. We are dependent upon interim funding to be provided by
Repository Services LLC or Specialty Capital Lenders LLC to pay professional
fees and expenses. If the Company require additional financing, the Company
cannot predict whether equity or debt financing will become available at terms
acceptable to us, if at all. Repository Services LLC has 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 Repository Services LLC.
12
As of June 30, 2022, the Company had cash of $4,490 and as of September 30,
2022, the Company had $6,688 cash.
The Company had a negative cash flow from operations of $ 9,312 during the year
ended September 30, 2021 and a negative cash flow from operations during the
quarter ended June 30, 2022, due to a net loss of $ 30,746.
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 an acquisition for an unlimited period of time will be paid
from additional money lent to the Company by Repository Services LLC.
The Company currently plans to satisfy its cash requirements for the next twelve
months through its cash on hand and borrowings from Repository Services LLC or
Specialty Capital Lenders LLC or entities or individuals affiliated with either
and believes it can satisfy its cash requirements so long as the Company are
able to obtain financing from these parties. The Company expects that money
borrowed will be used during the next twelve months to satisfy the Company's
operating costs, professional fees and for general corporate purposes.
During the next twelve months, we anticipate incurring costs related to filing
of Securities Exchange Act of 1934, as amended, reports, franchise fees,
transfer agent fees, registered agent fees, legal fees, accounting fees, and
investigating, analyzing, and consummating an acquisition or business
combination. The Company estimates that these costs will be in the range of ten
to twelve thousand dollars per year, and that the Company will be able to meet
these costs as necessary with funds to be advanced or loaned to us by Repository
Services LLC and/or Specialty Capital Lenders LLC.
As of June 30, 2022, the Company was obligated to Specialty Capital Lenders LLC
for $ 350,000, with accrued interest of $7,850, for a total of $97,108 evidenced
by a note. As of the date hereof, the maturity date of the note was extended to
October 1, 2022.
Off-Balance Sheet Arrangements.
As of September 30, 2021 and 2019, September 30, 2021 and 2020, the Company did
not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K promulgated under the Securities Exchange Act of 1934, as
amended,.
Contractual Obligations and Commitments.
As of September 30, 2021 and 2019, September 30, 2021 and 2020, the Company did
not have any contractual obligations.
Critical Accounting Policies.
Our significant accounting policies are described in the notes to our financial
statements.
© Edgar Online, source Glimpses