The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report. Our audited financial
statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.
Results of Operations
The Company has not conducted any active operations during the year ended August
31, 2019. No revenue has been generated by the Company within such period. It is
unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances raises
substantial doubt about the Company's ability to continue as a going concern.
The Company's plan of operation for the next twelve months shall be to locate
suitable acquisition candidates.
For the year ended August 31, 2019 compared with the year ended August 31, 2018
The following summary of our results of operations should be read in conjunction
with our financial statements for the year ended August 31, 2019, which are
included herein.
Our operating results for the year ended August 31, 2019 and the year ended
August 31, 2018 and the changes between those periods for the respective items
are summarized as follows:
Year Ended
August 31,
2019 2018 Changes ($)
Operating expenses $ 40,118 $ 1,520,899 $ (1,480,781 )
Other Income $ 231,736 $ 43,415 $ 188,321
Net Income (loss) $ 191,618 $ (1,477,484 ) $ 1,669,102
The Company has not conducted any operations during the year ended August 31,
2019. Revenues from operations were $0 for the years ended August 31, 2019 and
2018
For the year ended August 31, 2019, operating expenses of $40,118, consisted of
professional fees of $22,689 and general and administrative expenses of $17,429.
For the year ended August 31, 2019, other income of $231,736, consisted of a
gain on write off of accounts payable of $23,629, gain on disposition of Zander
Therapeutics, Inc. of $188,589, rental income of $22,000, loss on disposition of
Entest Biomedical Inc. of $947, write off accrued interest receivable of $1,040
and interest expense of $495.
The net income for the year ended August 31, 2019 was $191,618.
For the year ended August 31, 2018, operating expenses of $1,520,899, consisted
of professional fees of $310,020, general and administrative expenses of
$261,295 and research and development expenses of $949,584.
For the year ended August 31, 2018, other income of $43,415 consisted of rental
income of $66,000, gain on deconsolidation of Zander Therapeutics, Inc. of
$10,034, gain on sale of securities of $30,000, interest income of $132, equity
losses of Zander Therapeutics, Inc. of $61,428, and interest expenses of $1,323.
The net loss for the year ended August 31, 2018, was $1,477,848.
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The increase in net income for the year ended August 31, 2019, as compared to
the same period ended August 31, 2018, was primarily due to other income
realized, from the ceasing of prior operations, disposition of subsidiaries and
change of control during the first quarter ended November 30, 2018.
Liquidity and Capital Resources
Working Capital
August 31, August 31,
2019 2018 Changes ($)
Cash $ - $ 267 $ (267 )
Working capital (deficiency) $ (32,671 ) $ (245,711 ) $ 213,040
Total assets $ - $ 9,307 $ (9,307 )
Total liabilities $ 32,671 $ 255,018 $ (222,347 )
Total stockholders' equity (deficit) $ (32,671 ) $ (245,711 ) $ 213,040
The decrease in working capital deficit was primarily attributed to decreased
liabilities from the disposition of prior operations and the change of control
occurred in November 2018. As of August 31, 2019, our liabilities decreased
$222,347, from $255,018, as of August 31, 2018, to $32,671. The decrease in
liabilities is attributable to a decrease in notes payable of $19,601, a
decrease of accounts payable and accrued liabilities of $206,943, a decrease of
unearned rental income of $17,000 and an increase in due to related party of
$21,197. As of August 31, 2019, our current assets decreased $9,307, from
$9,307, as of August 31, 2018, to $0. The decrease is primarily attributed to
the $8,000 in prepaid expenses and $1,040 accrued interest receivable at August
31, 2018.
Cash Flows
Year Ended
August 31,
2019 2018 Changes ($)
Cash Flows used in Operating Activities $ (3,959 ) $ (1,490,101 ) $ (1,486,142 )
Cash Flows Provided (Used) by Investing
Activities
$ 1,937 $ (2,357 ) $ 4,294
Cash Flows provided by Financing Activities $ 1,755 $ 1,406,166 $ (1,404,411 )
Net Change in Cash During Period
$ (267 ) $ (86,292 ) $ (86,025 )
Cash Flow from Operating Activities
The net cash used in operating activities for the year ended August 31, 2019 was
attributed to a net income of $191,618, increased due to an increase in expenses
paid by a related party of $21,197, loss on disposition of Entest Biomedical
Inc. of $947 and decreased by gain on write off of accounts payable of $23,629,
gain on disposition of Zander Therapeutics, Inc. of $188,589 and a net change in
operating assets and liabilities of $11,503.
The net cash used in operating activities for the year ended August 31, 2018 was
attributed to a net loss of $1,477,484, increased due to an increase in gain
attributable to deconsolidation of $10,034, gain lost in deconsolidation of
$332,638 and decreased by equity in losses of Zander Therapeutics, Inc. of
$61,428 and a net change in operating assets and liabilities of $268,627.
Cash Flow from Investing Activities
Net cash from investing activities was $1,937, for the year ended August 31,
2019, derived from proceeds from a net cash received for divestiture of Entest
Biomedical Inc.
Net cash used by investing activities was $2,357, for the year ended August 31,
2018, derived from proceeds from a net gain on sale of securities received prior
to deconsolidation.
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Cash Flow from Financing Activities
Net cash from financing activities was $1,755, for the year ended August 31,
2019, derived from proceeds from contributed capital of $1,821 offset by
repayment of bank overdraft of $66, compared to net cash from financing
activities of $1,406,166, for the year ended August 31, 2018, derived from
proceeds from common stock issued from subsidiary of $1,400,000, proceeds from
note payable of $6,100 and proceed from bank overdraft of$66.
As of August 31, 2019 and 2018, we had cash of $0 and $267, respectively.
We believe that we will not be able to satisfy our cash requirements over the
next twelve months. The Company seeks to acquire an operating company seeking
the perceived advantages of being a publicly held corporation. No assurance can
be given that such an acquisition shall occur or, if such an acquisition were to
occur, it would occur on terms and conditions beneficial to the Company or its
shareholders. The Company is also dependent upon the receipt of capital
investment or other financing to fund its ongoing operations and to execute its
business plan of seeking a combination with a private operating company. In
addition, the Company anticipates that it will be 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.
Critical Accounting Policies and Estimates
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at dates of the financial
statements and the reported amounts of revenue and expenses during the periods.
Actual results could differ from these estimates. Our significant estimates and
assumptions include depreciation, stock-based compensation and the valuation
allowance relating to the Company's deferred tax assets.
Recently Issued Accounting Pronouncements
Reference is made to the "Recent Accounting Pronouncements" in Note 2 to the
Financial Statements included in this report for information related to new
accounting pronouncement, none of which had a material impact on our
consolidated financial statements, and the future adoption of recently issued
accounting pronouncements, which we do not expect will have a material impact on
our consolidated financial statements.
Off-Balance Sheet Arrangements
As of August 31, 2019, we do not have any off-balance sheet arrangements.
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