Forward-Looking Statements

The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations as a result of many factors.

You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.





Results of Operations

For the three months ended March 31, 2021 and 2020





Revenue

The Company had no operations and no revenue for the three months ended March 31, 2021 and 2020, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.





Operating Expenses

The following table presents our total operating expenses for the three months ended March 31, 2021 and 2020.





                                             Three Months Ended
                                                  March 31,
                                              2021          2020
Audit, accounting and legal fees               12,942       16,644
Payroll                                         5,127        5,173

Other general and administrative expense 6,295 5,017

$   24,364     $ 26,834

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.





Loss from Operations

The Company incurred a loss from operations of $24,364 and $26,834 for the three months ended March 31, 2021 and 2020, respectively.





Other Income (Expense)

The following table presents our total Other Income (Expense) for the three months ended March 31, 2021 and 2020.






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                                Three Months Ended
                                     March 31,
                               2021           2020

Interest and other income $ 22 $ 957 Other Income (Expense), net $ 22 $ 957

Income (Expense) decreased by $935 for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The decrease in other income (expense) was related to the decrease in interest and other income for the three months ended March 31, 2021.





Net Loss

The Company had a net loss of $24,342 for the three months ended March 31, 2021, compared with a net loss of $25,877 for the three months ended March 31, 2020. Decrease in net loss was due primarily to the decrease in audit, legal and accounting expenses.

Loss per share for the three months ended March 31, 2021 and 2020 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

Liquidity and Capital Resources

At March 31, 2021, the Company had cash and cash equivalents of approximately $545,783 consisting mostly of money market funds and U.S. Treasury Bills. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

The following table provides detailed information about our net cash flow for the periods presented in this Report.





Cash Flow



                                              Three Months Ended
                                                   March 31,
                                              2021          2020

Net cash used in operating activities $ (24,888 ) $ (32,022 ) Net cash provided by investing activities

           -             -
Net cash provided by financing activities           -             -
Net decrease in cash                        $ (24,888 )   $ (32,022 )

Net cash of $(24,888) and $(32,022) were used in operations during the three months period ended March 31, 2021 and 2020, respectively.

The use of cash of $(24,888) used in operating activities for the three months ended March 31, 2021, principally resulted from our net loss of $24,342, as adjusted for changes in our working capital accounts of $546.

The use of cash of $(32,022) used in operating activities for the three months ended March 31, 2020, principally resulted from our net loss of $25,877, as adjusted for changes in our working capital accounts of $6,145.

No cash flows were used in or provided by investing activities during the three months ended March 31, 2021 and 2020.

No cash flows were used in or provided by financing activities during the three months ended March 31, 2021 and 2020.





New Accounting Pronouncements

Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Note 2: New Accounting Policies Pronouncements.






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Factors Which May Affect Future Results

Future earnings of the Company are dependent on interest rates earned on the Company's invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.

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