FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
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 these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of
Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean
12 Table of Contents General Overview
Our company was incorporated in the
On
On
On
On
The Company is working on relaunching the Zshoppers.com brand under the direct
ownership of
The address of our principal executive office is
We do not have any subsidiaries.
We have not been subject to any bankruptcy, receivership or similar proceeding.
13 Table of Contents Our Current Business
We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
Management of our company believes that there are benefits to being a reporting
company with a class of securities quoted on the OTCQB, such as: (i) the ability
to use registered securities to acquire assets or businesses; (ii) increased
visibility in the financial community; (iii) the facilitation of borrowing from
financial institutions; (iv) potentially improved trading efficiency; (v)
potential stockholder liquidity; (vi) potentially greater ease in raising
capital subsequent to an acquisition; (vii) potential compensation of key
employees through stock awards or options; (viii) potentially enhanced corporate
image; and (ix) a presence in
We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company.
As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.
Results of Operations
The following summary of our operations should be read in conjunction with our
unaudited consolidated financial statements for the three months ended
14 Table of Contents
Three Months Ended
Our operating results for three months endedSeptember 30, 2022 and 2021, and the changes between those periods for the respective items are summarized as follows: Three Months Ended September 30, September Change 2022 30, 2021 % Operating expenses$ (15,316,556 ) $ (15,610 ) $ (15,300,946 ) 98,020 % Other expenses$ (9,201 ) $ (9,201 ) $ - 0 % Net loss$ (15,325,757 ) $ (24,811 ) $ (15,300,946 ) 61,670 %
Net loss was
Liquidity and Capital Working Capital September 30, 2022 June 30, 2022 Change % Current Assets $ - $ - $ - - Current Liabilities $ 264,030$ 241,473 $ 22,557 9 % Working Capital (Deficit) $ (264,030 )$ (241,473 ) $ (22,557 ) 9 %
The financial statements included in this quarterly report have been prepared on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
financial statements at
Cash Flows Three Months Ended September September 30, 2022 30, 2021 Cash Flows used in Operating Activities$ (18,746 ) $ (12,960 ) Cash Flows provided by Financing Activities 18,746 12,960 Net Changes in Cash During Period $ - $ -
Cash Flows from Operating Activities
For the three months ended
15 Table of Contents
For the three months ended
Cash Flows from Investing Activities
For the three months ended
Cash Flows from Financing Activities
For the three months ended
Off-Balance Sheet Arrangements
We have no 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 stockholders.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally
accepted in
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