OVERVIEW
We are a development stage corporation with limited operations and no revenues
from our business operations. We do not anticipate that we will generate
significant revenues until we have raised significant funds. There is no
assurance we will ever generate revenue even if we raised all necessary funds.
GOING CONCERN
Our financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. We are in start-up stage operations and have not
generated any revenues. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt that we can continue
as an on-going business for the next twelve months.
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 possible cost overruns due
to price and cost increases in services and products.
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. Equity financing could result in
additional dilution to existing shareholders.
COVID-19
In December 2019, a novel strain of COVID-19 was reported in China. Since then,
the COVID-19 has spread globally including across North America and the United
States. The spread of COVID-19 from China to other countries has resulted in the
World Health Organization (WHO) declaring the outbreak of COVID-19 as a
"pandemic," or a worldwide spread of a new disease, on March 11, 2020.
Specifically, we caution that our business could be materially and adversely
affected by the risks, or the public perception of the risks, related to the
outbreak of COVID-19. To date, COVID has directly impacted the ability we have
to participate in trade show events and other in-person marketing. Although
retailers which may carry our products may be considered essential businesses
and therefore be allowed to remain operational, they may experience
significantly reduced demand. The risk of a pandemic, or public perception of
the risk, could cause customers to avoid public places, including retail
properties, and could cause temporary or long-term disruptions in our supply
chains and/or delays in the delivery of our inventory to our customers. Further,
such risks could also adversely affect retail customers' financial condition,
resulting in reduced spending on our products, which are marketed as premium
products. "Shelter-in-place" or other such orders by governmental entities could
also disrupt our operations, if our employees or the employees of our sourcing
partners who cannot perform their responsibilities from home, are not able to
report to work. Risks related to an epidemic, pandemic, or other health crisis,
such as COVID-19, could also lead to the complete or partial closure of one or
more of our co-packing facilities or operations of our sourcing partners.
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CRITICAL ACCOUTNING POLICIES
Please refer to Note 2 - Summary of Significant Accounting Policies in the
accompanying Notes to the Consolidated Financial Statements.
RESULTS OF OPERATIONS
Overview. We had no revenues for the three months ended March 31, 2022 and 2021,
respectively. We reported net losses of $3,225 and $-0- for the three months
ended March 31, 2022 and 2021, respectively. The $3,225 increase in net loss is
attributable to the factors discussed below.
Revenues. We generated no revenues for the three months ended March 31, 2022 and
2021.
Expenses. For the three months ended March 31, 2022 and 2021, we incurred total
operating expenses of $3,225 and $-0-. The $3,225 increase was attributable for
an approximate $2,000 increase in professional fees and an approximate increase
in other general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2022, our total assets were $10,750 for prepaid accounting fees.
As of March 31, 2022, our total liabilities were $36,970 consisting of accounts
payable for $9,470, convertible note and accrued interest for $10,000 and due to
related party for $17,500.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the
three months ended March 31, 2022, net cash flows used in operating activities
was $-0-.
PLAN OF OPERATION
Our plan of operation for the following twelve months is to transform the
Company with the following:
On April 13, 2022, the Company entered into a definitive Share Exchange
Agreement (the "Exchange Agreement") with the stockholders of Eco Equity
Limited, a company organized under the laws of England and Wales ("EE UK").
Pursuant to the terms of the Exchange Agreement, the Company will acquire 100%
of the issued and outstanding shares of capital stock of EE UK, in exchange for
the issuance of 42,000,000 restricted newly issued, fully paid and
non-assessable shares of common stock of the Company (the "Exchange Shares") at
a ratio of 0.0763 Exchange Share for each of the surrendered shares transferred
by the EE UK stockholders, which will represent fifty-six percent (56%) of all
issued and outstanding shares of Company common stock at the time of the closing
of the transaction. The Exchange Shares were valued at $71,404 or $.0017 per
share. As the Company's stock is thinly traded, the value assigned to the
Exchange Shares to be issued under the Exchange Agreement was the last sale of
Company's common stock during October 2020 for $.0017 per share. In addition, we
will assume all assets and liabilities of EE UK, which includes EE UK's wholly
owned subsidiary, Eco-Equity Zimbabwe (Private) Limited, a Zimbabwe-registered
company ("EE Zim"). As of June 27, 2022, the transactions contemplated by the
Exchange Agreement, including the issuance of the 42,000,000 Exchange Shares,
has not been consummated. The Company intends to pursue the sale of
cannabis-related products from EE Zim.
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On October 17, 2021, the Board of Directors of the Company which, at that time,
consisted solely of Laura De Leon Castro, elected two new additional directors,
Timothy Ambrose and Jon-Paul Doran. On October 18, 2021, Laura De Leon Castro
resigned as President, Chief Executive Officer, Secretary, Treasurer, and a
Director and Chairman of the Board of Directors of the Company. Ms. De Leon
Castro's resignation was not the result of any disagreements with the Company
regarding our operations, policies, practices or otherwise. Concurrently,
Timothy Ambrose was elected as Chairman of the Board of Directors and Jon-Paul
Doran was elected as President, Chief Executive Officer, and Secretary of the
Company. The appointment of Mr. Ambrose and Mr. Doran was considered a change in
control of the Company.
OFF-BALANCE SHEET ARRANGEMENTS
We have no 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.
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