This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Overview
Plan of Operation
Our marketing and business management/executive team will operate from both
The
The second, but equally important part of our business model is to target acquisitions and projects that can be assisted by our marketing and capitalization capabilities where we can play an active role in the project's success and make the acquisitions to add to our revenue stream. We seek acquisition targets that have a model that fits our vision and area of interest, is currently generating revenue with room for growth and a strong management team that will stay on board and continue to operate the entity post acquisition.
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Our current projects:
B2BCHX is our first fully developed app that is available in Google Play and a
functioning ecommerce and mobile website. B2BCHX allows business owners around
the world to order three levels of background checks in English on Chinese
companies to prevent fraudulent business transactions, to gather information in
order to gain confidence when doing business with a Chinese entity or to pursue
legal remedy against fraudulent
ROOSTER ESSENTIALS ecommerce website, mobile website and app (iOS and Google
Play) has been developed and launched BETA operations in the third quarter of
fiscal year 2020 and launched its full commercial operations in the second
quarter of 2022. ROOSTER ESSENTIALS is an online men's grooming supply store,
and it allows mento fully customize which products they receive and set up an
auto-delivery schedule for each product for automatic recurring delivery.
ROOSTER ESSENTIALS currently carries over 200 products from over 80 brands. We
anticipate the sources of revenue will come from purchases averaging
OFFICE HOP entered beta testing in the fourth quarter of 2021 and is now fully
functional and began commercial operations in
Lollipop NFT will have a new name and will now be known as Valida. We have changed the model initially presented for Lollipop. Formerly an online marketplace, consignment store, creator platform, and wallet, it is now intended to be what we call a super wallet. It is non-custodial and will be able to be connected through API directly to various marketplaces of the users choice. We will focus on storing and sharing of NFTs that represent practical use. For example, we will focus on Driver's licenses, Diplomas, Real Estate escrow documents and title. The storage and ability to reference these valuable NFT documents as well as collections of NFT for storage will be available as the core model. Later we plan to add a secondary round of features. We have completed the design and preliminary development phase of this project. We expect to launch the platform in our fourth quarter of 2023.
Our DRINX project is in early stage of development and we believe the beta
version will be ready by the second quarter of fiscal year 2024. DRINX app
allows anyone to purchase a virtual drink ticket anywhere and at any time for
friends and colleagues. We anticipate the sources of revenue will come from
advertising and sponsorships from alcohol companies promoting products on the
app, user fee of
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Results of Operations for Three Months Ended
Revenue
For the three months ended
Operating Loss
For the Three Months Ended
Other Income (Expense)
For the three months ended
Net loss
We reported a net loss of
Results of Operations for Six Months Ended
Revenue
For the six months ended
Operating Loss
For the six months ended
Other Income (Expense)
For the six months ended
Net loss
We reported a net loss of
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Working Capital (Deficit)
December 31, 2022 June 30, 2022 Current assets $ 200,000$ 261,471 Current liabilities 989,787 980,329 Working capital (deficit) $ (789,787)$ (718,858)
We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we will have to issue debt or equity or enter into a strategic arrangement with a third party.
Going Concern
As reflected in the accompanying financial statements, the Company has minimal
revenue generating operations and has an accumulated deficit
The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations.
Liquidity and Capital Resources
Six Months Ended Six MonthsDecember 31, 2022 EndedDecember 31, 2021
- - Net Cash Provided by Financing Activities 325,000 475,000 Net (Decrease) / Increase in Cash $ (62,694)$ 15,334
Our cash balance was
We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required,
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it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.
No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned marketing efforts and development of our apps, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:
·Curtail the development of our apps,
·Seek strategic partnerships that may force us to relinquish significant rights to our apps, or
·Explore potential mergers or sales of significant assets of our Company.
Operating Activities
During the six months ended
During the six months ended
Financing Activities
Net cash provided by financing activities was
During the six months ended
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with
Management believes the Company's critical accounting policies and estimates are those related to revenue recognition. Management considers these policies critical because they are both important to the portrayal of the Company's financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company's management has reviewed these critical accounting policies and related disclosures.
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Revenue Recognition
The Company will recognize revenue from the sale of products and services in accordance with ASC 606, "Revenue from Contracts with Customers," by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Emerging Growth Company
We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
Seasonality
We do not expect our sales to be impacted by seasonal demands for our products and services.
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