FORWARD LOOKING STATEMENTS
Except for historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others, those
statements including the words "expects," "anticipates," "intends," "believes"
and similar language. Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
herein as well as in the "Description of Business - Risk Factors" section in our
Annual Report on Form 10-K, as filed on
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the "Company," "
Our Current Business
We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
Management of our company believes that there are benefits to being a reporting
company with a class of securities quoted on the OTC Markets, such as: (i) the
ability to use registered securities to acquire assets or businesses; (ii)
increased visibility in the financial community; (iii) the facilitation of
borrowing from financial institutions; (iv) potentially improved trading
efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease
in raising capital subsequent to an acquisition; (vii) potential compensation of
key employees through stock awards or options; (viii) potentially enhanced
corporate image; and (ix) a presence in
We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company however; it is possible that with any business combination, new management will be appointed.
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As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we do not have a source of revenue. We are not able to fund our cash
requirements through our current operations. We have been reliant on our
majority shareholder,
Results of Operations
The Company has not conducted any active operations during the quarter ended
For the Three months endedSeptember 30, 2019 compared to three months endedSeptember 30, 2018 . Three Months Ended September 30, 2019 2018 Changes Total operating expenses $ -$ (426 ) $ 426 Other expenses 736 736 - Net loss$ 736 $ 310 $ 426
Our operating expenses, for the three months ended
We incurred a net loss of
For the nine months endedSeptember 30, 2019 compared to nine months endedSeptember 30, 2018 . Nine Months Ended September 30, 2019 2018 Changes
Total operating expenses$ 415 $ 18,475 $ (18,060 ) Other expenses 2,184 2,063 121 Net loss$ 2,599 $ 20,538 $ (17,939 ) 10 Table of Contents
Our operating expenses, for the nine months ended
We incurred a net loss of
Liquidity and Capital Resources
The following table provides selected financial data about our company as of
Working Capital September 30, December 31, 2019 2018 Changes Total Current Assets $ - $ - $ - Total Current Liabilities 43,074 40,475 2,599 Working Capital (Deficiency)$ (43,074 ) $ (40,475 ) $ (2,599 )
As at
As at
As at
Cash Flows Operating Activities
Net cash used in operating activities was $nil for the nine months ended
Investing Activities
We did not use any cash in investing activities for the nine months ended
Financing Activities
We did not have any cash provided from financing activities for the nine months
ended
Limited Operating History; Need for
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated sufficient revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.
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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.
Capital Resources
We had no material commitments for capital expenditures as of
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
As of
Going Concern
Our auditors have issued a going concern opinion on our audited financial
statements for the year ended
The continuation of our business is dependent upon obtaining further financing or acquiring a new business and achieving a break even or profitable level of operations in that new business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. It is not probable we would be able to obtain traditional loans from financial institutions because we have no business operations, no assets and no revenues.
There are no assurances that we will be able to obtain additional financing through private placements, bank financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. We have been reliant on our majority shareholder to provide financial contributions and services to keep the company operating. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.
Critical Accounting Policies
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared, and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.
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