The following discussion and analysis should be read in conjunction with, and is
qualified in its entirety by, our financial statements (and notes related
thereto) and other more detailed financial information appearing elsewhere in
this Quarterly Report on Form 10-Q. Consequently, you should read the following
discussion and analysis of our financial condition and results of operations
together with such financial statements and other financial data included
elsewhere in this Quarterly Report on Form 10-Q. Some of the information
contained in this discussion and analysis are set forth elsewhere in this
prospectus, including information with respect to our plans and strategy for our
business, includes forward-looking statements that involve risks and
uncertainties. You should review the "Risk Factors" section of our Annual Report
on Form 10-K for a discussion of important factors that could cause actual
results to differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and analysis.
Statements in this section and elsewhere in this Form 10-Q that are not
statements of historical or current fact constitute "forward-looking"
OVERVIEW OF OUR PERFORMANCE AND OPERATIONS
Our Business and Recent Developments
Fuel Doctor Holdings, Inc. ("Fuel Doctor", "We", or the "Company") was
incorporated in the State of Delaware on March 25, 2008 under the name Silver
Hill Management Services, Inc. On September 1, 2011, our name was changed to
Fuel Doctor Holdings, Inc. to more accurately reflect the nature of our
operations. At that time. On or about August 8, 2009, our primary business focus
was to offer business support services to proprietors, entrepreneurs, and small
business owners. By offering a full suite of outsourced business processes
including project management, database and information storage, document
management services, and finance and accounting services. The Company
discontinued the development of its business support services on August 24,
2011. On or about March 8, 2021, the Company filed a Form 10-12g with the SEC
and became once again subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended.
The Company has since been seeking a merger target and has been evaluating
On January 6, 2022, Amitay Weiss, Asaf Itzhaik and Moshe Revach were appointed
to fill existing vacancies on the Company's Board of Directors in accordance
with the written consent of majority of directors dated January 6, 2022. None of
the newly appointed Directors had a prior relationship with the Company. In
addition, on January 6, 2022, Amitay Weiss was appointed as the Chief Executive
Officer of the Company and on January 26, 2022, Gadi Levin was appointed Chief
Financial Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an officer and as a director of
From April 1, 2022 and through to August 11, 2022, the Company received $160,000
from investors in a proposed private placement of up to $270,000 to purchase
shares of common stock to be issued at a price of $0.003 per share. As of the
date of this filing the Company has not issued any shares of common stock
related to this financing as such, the amount received has been recorded as a
current liability in the accompanying balance sheet. The Company is in the
process of amending the Articles to increase the number of authorized shares of
the Company in order to facilitate the issuance of the shares
As of the date of this Form 10-Q filing, we have no employees.
Results of Operations for the three months ended June 30, 2022 and June 30, 2021
We have generated revenues of $0 and $0 for the three months ended June 30, 2022
and June 30, 2021, respectively.
Operating expenses for the three months ended June 30, 2022 were $14,151
compared with $3,023 for the three months ended June 30, 2021. The increase in
operating expenses in 2022 is as a result of an increase in professional fees
related to increased activity by the Company to pursue a potential acquisition
of a company. Professional fees increased by $10,860, from $1,540 for the three
months ended June 30, 2021 to $12,400 for the three months ended June 30, 2022
and general office expenses increased by $268, from $1,483 for the three months
June 30, 2021 to $1,751 for the three months ended June 30, 2022.
The net loss for the three months ended June 30, 2022 was $14,205, compared to a
net loss of $3,023 for the three months ended June 30, 2021. This increase was
primarily attributable to an increase in professional fees related to an
increase in activity by the Company to pursue a potential acquisition of a
company. The net loss in 2021 was primarily attributable to professional fees.
Results of Operations for the six months ended June 30, 2022 and June 30, 2021
We have generated revenues of $0 and $0 for the six months ended June 30, 2022
and June 30, 2021, respectively.
Operating expenses for the six months ended June 30, 2022 were $25,437 compared
with $6,371 for the six months ended June 30, 2021. The increase in operating
expenses in 2022 is as a result of an increase in professional fees related to
increased activity by the Company to pursue a potential acquisition of a
company. Professional fees increased by $19,206, from $3,194 for the six months
ended June 30, 2021 to $22,400 for the six months ended June 30, 2022 and
general office expenses decreased by $140, from $3,177 for the six months June
30, 2021 to $3,037 for the six months ended June 30, 2022.
The net loss for the six months ended June 30, 2022 was $25,491, compared to a
net loss of $6,371 for the six months ended June 30, 2021. This increase was
primarily attributable to an increase in professional fees related to increased
activity by the Company to pursue a potential acquisition of a company. The net
loss in 2021 was primarily attributable to professional fees.
Liquidity and Capital Resources
As of December 31, 2021 and June 30, 2022, the Company's cash balance was $0 and
As of December 31, 2021 and June 30, 2022, the Company's total assets were $0
and $73,176, respectively.
As of December 31, 2021, the Company had total liabilities of $18,857 that
consisted of $18,857 in accounts payable and accrued liabilities. These amounts
are non-interest bearing, payable upon demand and unsecured.
As of June 30, 2022, the Company had total liabilities of $4,000 in accounts
payable and accrued liabilities, $3,524 in accounts payable related party and
$110,000 in receipt on account of shares.
As of December 31, 2021 and June 30, 2022, the Company had working capital of
$(18,857) and $(44,348), respectively.
From April 1, 2022 and through to August 11, 2022, the Company received $160,000
from investors to purchases shares common stock in a private placement to be
issued at a price of $0.003 per share. The Company is in the process of amending
the Articles to increase the number of authorized shares of the Company in order
to facilitate the issuance of the shares, as such, the amount received has been
recorded in currently liabilities.
Working Capital and Cash Flows
Working Capital June 30, June 30,
Current Assets $ 73,176 $ -
Current Liabilities 117,524 18,939
Working deficit $ (44,348 ) $ (18,939 )
Cash Flows June 30, June 30,
Cash Flows used in Operating Activities $ 73,176 $ -
Cash Flows from Financing Activities
Net Increase in Cash During Period $ 73,176 $ -
Cash Flows from Operating Activities
During the six months ended June 30, 2022 and June 30, 2021, the Company
generated $73,176 and $0, respectively, in cash for operating activities. The
primary reason was due to the receipt of $110,000 during the period in respect
of shares to be issued in a private placement that has not been completed.
Cash Flows from Financing Activities
During the six months June 30, 2022 and June 30, 2021, the Company generated $0
and $0, respectively, in cash received from financing activities.
Critical Accounting Policies
We have not attained profitable operations and are dependent upon the continued
financial support from our shareholders, the ability to raise equity or debt
financing, and the attainment of profitable operations from our future business.
These factors raise substantial doubt regarding our ability to continue as a
Our ability to continue as a going concern is dependent upon our ability to
generate future profitable operations and/or to obtain the necessary financing
to meet our obligations and repay our liabilities arising from normal business
operations when they come due. Our ability to continue as a going concern is
also dependent on our ability to find a suitable target company and enter into a
possible reverse merger with such company. Management's plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances; however, there is no assurance of additional funding
The Company, as of the date of this filing had $116,000 in cash and has not
generated any revenues from operations to date. For the six months ending June
30, 2022 and June 30, 2021, our operating expenses were $25,437and $6,371,
respectively. In the previous two fiscal years our operating expenses were
$5,089 and $28,785 for the years ended December 31, 2020 and December 31, 2021
respectively, consisting primarily of professional fees, administrative expenses
and filing fees. The ongoing expenses of the Company will be related to seeking
out a suitable acquisition as well as mandatory filing requirements including
our reporting requirements under the Securities Exchange Act of 1934 upon
effectiveness of this registration statement.
The Company continues to rely on borrowings and financings either arranged by
the Company's President or through entities controlled by the President. In the
next 12 months we expect to incur expenses equal to approximately $75,000
related to legal, accounting, audit, and other professional service fees
incurred in relation to the Company's Exchange Act filing requirements. The
costs related to the acquisition of a business combination target company vary
widely and are dependent on a variety of factors including, but not limited to,
the amount of time it takes to complete a business combination, the location of
the target company, the size and complexity of the business of the target
company, whether stockholders of the Company prior to the transaction will
retain equity in the Company, the scope of the due diligence investigation
required, the involvement of the Company's auditors in the transaction, possible
changes in the Company's capital structure in connection with the transaction,
and whether funds may be raised contemporaneously with the transaction.
Therefore, we believe such costs are unascertainable until the Company
identifies a business combination target. These conditions raise substantial
doubt about our ability to continue as a going concern. The Company is currently
devoting its efforts to locating merger candidates. The Company's 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, and
ultimately, achieve profitable operations.
The Company may consider a business which has recently commenced operations, is
a developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. Our management believes that the public company
status that results from a combination with the Company will provide such
company greater access to the capital markets, increase its visibility in the
investment community, and offer the opportunity to utilize its stock to make
acquisitions. There is no assurance that we will in fact have access to
additional capital or financing as a public company. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Our officers and directors are in preliminary contact or discussions with
representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
The Company anticipates that the selection of a business combination will be
complex and extremely risky. While the Company is in a competitive market with a
small number of business opportunities, through information obtained from
industry professionals including attorneys, investment bankers, and other
consultants with experience in the reverse merger industry, our management
believes that there are opportunities for a business combination with firms
seeking the perceived benefits of becoming a publicly traded corporation. Such
perceived benefits of becoming a publicly traded corporation include, among
other things, facilitating or improving the terms on which additional equity
financing may be obtained, providing liquidity for the principals of and
investors in a business, creating a means for providing incentive stock options
or similar benefits to key employees, and offering greater flexibility in
structuring acquisitions, joint ventures and the like through the issuance of
stock. Potentially available business combinations may occur 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.
We do not currently intend to retain any entity to act as a "finder" to identify
and analyze the merits of potential target businesses.
We have not established a specific timeline nor have we created a specific plan
to identify an acquisition target and consummate a business combination. We
expect that our management and the Company, through its various contacts and
affiliations with other entities will locate a business combination target. We
expect that funds in the amount of approximately $20,000 will be required in
order for the Company to satisfy its Exchange Act reporting requirements during
the next 12 months, in addition to any other funds that will be required in
order to complete a business combination. Such funds can only be estimated upon
identifying a business combination target. Our management and stockholders have
indicated an intent to advance funds on behalf of the Company as needed in order
to accomplish its business plan and comply with its Exchange Act reporting
requirements, however, there are no agreements in effect between the Company and
our management or stockholders specifically requiring they provide any funds to
the Company. Therefore, there are no assurances that the Company will be able to
obtain the required financing as needed in order to consummate a business
The effects of Covid -19 could impact our ability to operate under the going
concern and maintain sufficient liquidity to continue operations. The impact of
COVID-19 on companies is evolving rapidly and its future effects are uncertain.
There are material uncertainties from Covid-19 that cast significant doubt on
the company's ability to operate under the going concern. It is possible that
our company will have issues relating to the current situation that will need to
be considered by management in the future. There will be a wide range of factors
to take into account in going concern judgments and financial projections
including travel bans, restrictions, government assistance and potential sources
of replacement financing, financial health of suppliers and customers and their
effect on expected profitability and other key financial performance ratios
including information that shows whether there will be sufficient liquidity to
continue to meet obligations when they are due.
Off-Balance Sheet Arrangements
We have not entered into 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 and would be considered
material to investors.
Default on Notes
There are currently no notes in default.
Other Contractual Obligations
As of the year ended December 31, 2021 and the six months ended June 30, 2022,
we did not have any contractual obligations.
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