You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report. The following information contains forward-looking statements. (See "Forward-Looking Statements" below.)





FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company's views with respect to future events based upon information available to it at this time. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements. The words "anticipates," "believes," "estimates," "expects," "plans," "projects," "targets," and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.





General

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

The Report of Independent Registered Public Accounting Firm on the Company's December 31, 2020 audited financial statements addresses an uncertainty about the Company's ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations.

The report further indicates that these factors raise substantial doubt about the Company's ability to continue as a going concern. At June 30, 2021, the Company had a working capital deficit of $536,871 and an accumulated deficit since inception of $1,038,402. The Company incurred net losses of $58,058 and $64,371 for the six months ended June 30, 2021 and 2020, respectively. The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.

On July 29, 2020, the Company entered into a non-binding Term Sheet with XCR Diagnostics, Inc. ("XCR"), subject to a number of conditions, to acquire 100% of the ownership of XCR. On July 31, 2020, the Company filed a Form 8-K further describing the proposed transaction. The Company and XCR have not yet negotiated a definitive agreement for the proposed acquisition.

The Three and Six Months ended June 30, 2021 compared to June 30, 2020

The Company did not conduct any operations during the six-month periods ended June 30, 2021 or 2020. At June 30, 2021, the Company had cash and total current assets in the amount of $467, compared to $667 at December 31, 2020. At June 30, 2021, the Company had total current liabilities of $537,338, compared to $479,623 at December 31, 2020. The Company had a working capital deficit of $536,871 at June 30, 2021 compared to $478,956 at December 31, 2020.

The Company did not generate revenues during the six-month periods ending June 30, 2021 or 2020. The Company incurred general and administrative expenses of $18,250 during the three months ended June 30, 2021, compared to $16,743 during the three months ended June 30, 2020. The Company incurred general and administrative expenses of $32,190 during the six months ended June 30, 2021, compared to $42,972 during the six months ended June 30, 2020. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company's corporate status.

The Company incurred other expenses of $11,633 during the three months ended June 30, 2021 compared to $10,971 during the three months ended June 30, 2020.

The Company incurred other expenses of $25,868 during the six months ended June 30, 2021 compared to $21,399 during the six months ended June 30, 2020. Total other income and expenses consist of interest expense related to the notes payable due from the Company. Increase in


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interest expense is due to the increase in debt issued by the Company during the three and six months ended June 30, 2021 over the same periods ended June 30, 2020.

The Company incurred a net loss of $29,883 during the three months ended June 30, 2021, compared to a net loss of $27,714 during the three months ended June 30, 2020. The Company incurred a net loss of $58,058 during the six months ended June 30, 2021, compared to a net loss of $64,371 during the six months ended June 30, 2020.

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had an accumulated deficit of $1,038,402 as of June 30, 2021.

Liquidity and Capital Resources

Net cash used by operating activities was $8,350 and $36,714 during the six months ended June 30, 2021 and 2020, respectively.

Net cash provided by investing activities was $-0- during both the six months ended June 30, 2021 and 2020.

Net cash provided by financing activities was $8,150 and $29,900 during the six months ended June 30, 2021 and 2020, respectively.

Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans, or contributions from its stockholders in order to pay its operating costs. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate. The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company. However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.



Critical Accounting Policies

Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor's understanding of the Company's financial and operating status.

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