HIS SECTION OF THE ANNUAL REPORT INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY WORDS LIKE: "BELIEVE," "EXPECT," "ESTIMATE," "ANTICIPATE," "INTEND," "PROJECT" AND SIMILAR EXPRESSIONS, OR WORDS THAT, BY THEIR NATURE, REFER TO FUTURE EVENTS. YOU SHOULD NOT PLACE UNDUE CERTAINTY ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS PROSPECTUS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR OUR PREDICTIONS.

OUR CONSOLIDATED FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS (USD OR US$) AND ARE PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. ALL REFERENCES TO "COMMON STOCK" REFER TO THE COMMON SHARES IN OUR CAPITAL STOCK.






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Overview

We were incorporated in the State of Nevada on October 5, 2015 to develop a business that specializes in marketing health and wellness vacations to both individuals and corporate groups looking to revitalize and develop a fuller day-to-day life. We were not successful in our efforts and discontinued that line of business. Our office address is 23-25 Mangrove Lane, Taren Point, NSW, Australia.

Because we were not able to raise sufficient capital to execute our original business plan, we are seeking a business combination with a private entity whose business would present an opportunity for our shareholders.

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or that any transactions will be consummated. We may seek investors to purchase our stock to provide us with working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us at all or on acceptable terms. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company.

We do not expect to generate any revenues over the next 12 months, unless we are able to enter into a business combination with an operating company. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We currently have no debt other than advances from a shareholder of ours. We estimate that, assuming we do not complete a business combination, the level of working capital needed for general and administrative costs for the next twelve months will be approximately $50,000. However, this estimate is subject to change, depending on the number of transactions in which we ultimately become involved.

We intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities. Our management team will select and hire these contractors and manage and evaluate their work performance.

We have no revenues and limited cash on hand. We have sustained losses since inception. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

We do not have any subsidiaries.





Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018





Our results of operations for the years ended December 31, 2019 and 2018 are
summarized below:



                          Years Ended
                         December 31,
                        2019         2018       Change
Revenue              $        -     $    -     $       -
Operating expenses   $  228,905     $  875       228,030
Net loss             $ (228,905 )   $ (875 )   $ 228,030




Revenues and Other Income

During the years ended December 31, 2019 and 2018, we did not realize any revenues from operations.





Operating Expenses

Operating expenses, consisted entirely of professional fees of $228,905 in the year ended December 31, 2019, compared to $875 (general and administrative expenses) in the year ended December 31, 2018. This increase is primarily the result of legal and consulting fees of $151,500 in relation to stock purchase and sale transactions, and legal, audit, accounting, tax and other miscellaneous professional fees of $77,405 for maintaining reporting status with the Securities and Exchange Commission ("SEC").





Net Losses

As a result of the foregoing, we incurred a net loss of $228,905, for the year ended December 31, 2019, compared to a net loss of $875 for the corresponding year ended December 31, 2018.

Liquidity and Capital Resources





                        December 31,       December 31,
                            2019               2018           Change
Cash                   $        8,842     $       21,500     $ (12,658 )
Total Assets           $        8,842     $       21,500     $ (12,658 )
Total Liabilities      $       43,170     $       39,113     $   4,057
Stockholders' Equity   $      (34,328 )   $      (17,613 )   $ (16,715 )
Working Capital        $      (34,328 )   $      (17,613 )   $ (16,715 )

As of the date of this report, we had yet to generate any revenues from our business operations.

As of December 31, 2019, we had current assets of $8,842, we had liabilities of $43,170, and our working capital deficit was $34,328. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by one of our shareholders.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of $228,905. In addition, our current liabilities exceed our current assets by $34,328. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.






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Cash Flows



                                             Years Ended
                                             December 31,
                                          2019          2018

Cash used in operating activities $ (12,658 ) $ (3,500 ) Cash provided by Investing Activities $ - $ - Cash provided by financing activities $ - $ - Net Change in Cash

$ (12,658 )   $ (3,500 )




Operating Activities

For the year ended December 31, 2019, net cash used in operating activities was $12,658, related to our net loss of $228,905, reduced by an increase in expenses paid by related party of $207,737 and an increase in accounts payable of $8,510.

For the year ended December 31, 2018, net cash used in operating activities was $3,500, related to our net loss of $875, increased by a decrease in accounts payable of $2,625.

During the years ended December 31, 2019 and 2018, the Company's sole Director and Officer paid $207,737 and $0, respectively, on behalf of the Company for business operation purpose.





Investing Activities

The Company did not use any funds for investing activities during the years ended December 31, 2019 and 2018.





Financing Activities

The Company did not use any funds for financing activities during the years ended December 31, 2019 and 2018.

Recent Accounting Pronouncements

For a description of our recent accounting pronouncements, see "Note 2 - Summary of Significant Accounting Policies" of this Annual Report on Form 10-K.





Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

The consolidated financial statements have been prepared in conformity GAAP, which contemplates our continuation as a going concern. The Company has not as yet generated any revenue and has incurred losses to date of $28,905. In addition, the Company's current liabilities exceed its current assets by $34,328. To date, the Company has funded its operations through advances from a current stockholder, former stockholders and the sale of Common Stock. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt about the Company's ability to continue operating as a going concern. The Company's ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable operations.






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Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.





Contractual Obligations

Not applicable.

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