Management's Discussion and Analysis of Financial Condition and Results of
Operations is designed to provide a reader of the financial statements with a
narrative report on our financial condition, results of operations, and
liquidity. This discussion and analysis should be read in conjunction with the
attached unaudited Financial Statements and notes thereto and our Registration
Statement on Form 10-12G, which contains audited Financial Statements and notes
thereto for the period ended December 31, 2019. The following discussion
contains forward-looking statements that involve risks and uncertainties, such
as statements of our plans, objectives, expectations, and intentions. Our actual
results could differ materially from those discussed in the forward-looking
statements. Please also see the cautionary language at the beginning of this
Quarterly Report regarding forward-looking statements.
Corporate History
Blubuzzard, Inc. (we, us, our, or the "Company") was incorporated on December 6,
2018 in the State of Delaware. The Company was created for the sole purpose of
participating in a Delaware holding company reorganization pursuant to Section
251(g) of the General Corporation Law of the state of Delaware, (the "DGCL")
with Giant Motorsports Delaware Inc. ("GMOS Delaware"), a Delaware corporation
incorporated on December 6, 2018 and parent company of Fast Lane Holdings, Inc.;
and Giant Motorsports Merger Sub, Inc., a Delaware corporation incorporated on
December 6, 2018 and a wholly owned subsidiary of Fast Lane Holdings, Inc. .
On December 6, 2018, Paul Moody was appointed Chief Executive Officer, Chief
Financial Officer, and Director of Fast Lane Holdings, Inc., Giant Motorsports
Delaware, Inc. and Giant Motorsports Merger Sub, Inc.
On December 28, 2018, Giant Motorsports, Inc. ("GMOS Nevada"), a Nevada
corporation merged with and into GMOS Delaware, a wholly owned subsidiary of
GMOS Nevada with GMOS Delaware as the surviving corporation. The sole purpose to
merge GMOS Nevada with and into GMOS Delaware was to re-domesticate GMOS Nevada
from Nevada to Delaware.
On December 28, 2018, Giant Motorsports Delaware, Inc. completed the holding
company reorganization by merging with and into its indirect wholly owned
subsidiary known as Giant Motorsports Merger Sub, Inc. with Giant Motorsports
Delaware, Inc. as the surviving corporation and becoming a wholly owned
subsidiary of Fast Lane Holdings, Inc. Fast Lane Holdings, Inc. as successor
issuer to Giant Motorsports, Inc. continued to trade in the OTC MarketPlace
under the previous ticker symbol "GMOS" until the new ticker symbol "FLHI" for
the Company was released into the OTC MarketPlace on January 10, 2019. The
Company was given a new CUSIP Number by CUSIP Global Services for its common
stock of 31189D109. Concurrently, the Company cancelled all of its stock held in
GMOS Delaware resulting in GMOS Delaware becoming a stand-alone company.
The Company intends to serve as a vehicle to affect an asset acquisition,
merger, exchange of capital stock or other business combination with a domestic
or foreign business. As of March 31, 2020, the Company had not yet commenced any
operations.
On October 21, 2019, Giant Consulting Services, LLC, the largest controlling
shareholder of Fast Lane Holdings, Inc., consummated a sale of 60,000,000 shares
of our restricted common stock and 2,550 shares of preferred stock to Lykato
Group, LLC, an accredited investor. Following the closing of the share purchase
transaction, Lykato Group, LLC owns approximately 82.25% interest in the issued
and outstanding shares of our common stock. Lykato Group, LLC is now the largest
controlling shareholder of Fast Lane Holdings, Inc.
On October 21, 2019, Mr. Paul Moody resigned as our Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer, and Director. The
resignation was not the result of any disagreement with us on any matter
relating to our operations, policies or practices.
On October 21, 2019, Mr. James Xilas was appointed as Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer, and Director.
On December 11, 2019, James Xilas being the sole board director and majority
shareholder by and through his beneficial interest in Lykato Group, LLC, a
Florida limited liability company did hereby take, ratify, affirm, and approve a
10:1 forward stock split affecting both authorized and outstanding common
shares, change of our corporate name from "Fast Lane Holdings, Inc." to
"Blubuzzard, Inc." and a ticker symbol change from "FLHI" to "BZRD". The
foregoing changes were effective on December 27, 2019 upon the filing of a
Certificate of Amendment with the Delaware Secretary of State.
The Company's bylaws were amended to reflect the name change with no other
changes made. The Company's CUSIP number changed from 31189D109 to 095228102 as
a result of the aforementioned actions. The market effective date for the symbol
change is and was February 7, 2020. Pre-Split total common shares outstanding is
and was 72,948,316. Post-Split total common shares outstanding is and remains
729,483,160.
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Business Overview
The Company, based on current and proposed business activities, is considered a
"blank check" company. The SEC defines a "blank check" company as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3(a)(51)-1 of the Exchange Act, and that has no specific business plan
or purpose, or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies or other entity or
person." Pursuant to Rule 12b-2 promulgated under the Exchange Act, the Company
also qualifies as a shell company, because it has no or nominal assets (other
than cash) and no or nominal operations. In addition, many states have enacted
statutes, rules, and regulations limiting the sale of securities of "blank
check" companies in their respective jurisdictions.
In addition, the Company is an "emerging growth company" ("EGC"), that is exempt
from certain financial disclosure and governance requirements for up to five
years as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"), that eases restrictions on the sale of securities, and increases the
number of stockholders a company must have before becoming subject to the SEC's
reporting and disclosure rules. We have elected to use the extended transition
period for complying with new or revised accounting standards under Section
102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies. As a result
of this election, our financial statements may not be comparable to companies
that comply with public company effective dates.
The Company intends to serve as a vehicle to affect an asset acquisition,
merger, exchange of capital stock or other business combination with a domestic
or foreign business. As of March 31, 2020, the Company had not yet commenced any
substantive operations.
We do not currently engage in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations and opportunities
for the next 12 months and beyond such time will be paid with money in our
treasury, if any, or with additional amounts, as necessary, to be loaned to or
invested in us by our stockholders, management, or other investors. At this
time, we are entirely reliant upon cash contributions made by our officers and
directors to pay for any and all expenses.
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We have negative working capital, a stockholder deficit, and have no source of
revenues. These conditions raise substantial doubt about our ability to continue
as a going concern. For the foreseeable future, we will be devoting our efforts
to exploring and evaluating business opportunities, which may include merger or
acquisition candidates. Our ability to continue as a going concern is dependent
upon our ability to develop additional sources of capital, locate and complete a
merger with another company or otherwise commence business operations, and
ultimately, achieve profitable operations.
Liquidity and Capital Resources
We have no known demands or commitments and are not aware of any events or
uncertainties as of March 31, 2020 that will result in or that are reasonably
likely to materially increase or decrease our current liquidity.
As of March 31, 2020, the Company had no assets. The Company's current
liabilities as March 31, 2020 totaled $18.813, which consisted of accrued
expenses and a loan from a related party.
The Company had no cash flows from operating activities for the three months
ended March 31, 2020. The Company has generated no revenues since inception. The
Company is dependent upon the receipt of capital investment or other financing
to fund its ongoing operations and to execute its business plan. In addition,
the Company is dependent upon certain related parties to provide continued
funding and capital resources. If continued funding and capital resources are
unavailable at reasonable terms, the Company may not be able to implement its
plan of operations. The Company can provide no assurance that it can continue to
satisfy its cash requirements for at least the next twelve months.
Results of Operations
The Company has not conducted any substantive operations since inception. The
Company intends to serve as a vehicle to affect an asset acquisition, merger,
exchange of capital stock or other business combination with a domestic or
foreign business.
For the three months ended March 31, 2020, the Company had a net loss of $9,713,
which consisted of general and administrative expenses.
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.
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Emerging Growth Company
As an EGC under the JOBS Act, the Company has elected to use the extended
transition period for complying with new or revised accounting standards under
Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption
of new or revised accounting standards that have different effective dates for
public and private companies until those standards apply to private companies.
As a result of our election, our financial statements may not be comparable to
companies that comply with public company effective dates.
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