This document contains "forward-looking statements." All statements other than
statements of historical fact are "forward-looking statements" for purposes of
federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
dates on which they are made. We do not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise after the
dates they are made. You should, however, consult further disclosures we make in
future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change. The factors affecting
these risks and uncertainties include, but are not limited to:
• increased competitive pressures from existing competitors and new entrants;
• deterioration in general or regional economic conditions;
• adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
• loss of customers or sales weakness;
• inability to achieve future sales levels or other operating results;
• the inability of management to effectively implement our strategies and
business plans; and
• the other risks and uncertainties detailed in this report.
Overview of Current Operations
On October 18, 2016 the Company completed the closing of the Transfer Agreement
for the sale and transfer of the Company's 51% interest in All American Golf
Center, Inc. ("AAGC"), which constituted substantially all of the Company's
assets. As a result of the closing of the Transfer Agreement, the Company now
has no or nominal operations and no or nominal assets and is therefore
considered to be a "Shell Company" as that term is defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
At this time, our purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a
corporation whose securities are registered pursuant to the Exchange Act. We
will not restrict our search to any specific business or geographical location.
This discussion of our proposed business is purposefully general and is not
meant to be restrictive of our discretion to search for and enter into potential
Management anticipates that we may be able to participate in only one potential
business venture because we have nominal assets and limited financial resources.
This lack of diversification should be considered a substantial risk to our
shareholders because it will not permit us to offset potential losses from one
venture against gains from another.
We may seek a business opportunity with entities that have recently commenced
operations, or that wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, 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.
The Company has not entered into any definitive or binding agreements and there
are no assurances that such transactions will occur. Such a combination would
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. The Company may determine to structure any business combination to be
within the definition of a tax-free reorganization under Section 351 or Section
368 of the Internal Revenue Code of 1986, as amended.
It is anticipated that any securities issued in any such business combination
would be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market in the
Company's securities may depress the market value of the Company's securities in
In late 2019, there was an outbreak of a new strain of coronavirus ("COVID-19")
which appears to have originated from Wuhan, China. COVID-19 has since spread to
over 100 countries, including every state in the United States. On March 11,
2020, the World Health Organization declared the COVID-19 outbreak a global
pandemic and on March 13, 2020 the United States declared a national emergency
with respect to COVID-19. The COVID-19 pandemic has negatively impacted the
global economy, disrupted global supply chains, constrained work force
participation and created significant volatility and disruption of financial
markets. The extent of the impact of the COVID-19 pandemic on the Company's
ability to execute its business plan will depend on future developments,
including the duration and spread of the COVID-19 outbreak, continued
restrictions on travel and transport and the continued impact on worldwide
economic and geopolitical conditions, all of which are uncertain and cannot be
Results of Operations for the three months ended June 30, 2021 and 2020
There were no revenues from operations for the three months ended June 30, 2021
Cost of Sales/Gross Profit Percentage of Sales
There were no cost of sales from operations for the three months ended June 30,
2021 and 2020.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2021
were $20,986 an increase of $8,599 or 69.4%, from $12,387 for the three months
ended June 30, 2020. The increase in expense is due to an increase in legal
expenses which increased by $10,037 in 2021.
We had a net loss of $20,986 for the three months ended June 30, 2021 as
compared to net loss of $12,387 for the three months ended June 30, 2020, an
increase of $8,599 or 69.4%. The increased net loss was primarily due to the
increase in legal expenses.
Results of Operations for the six months ended June 30, 2021 and 2020 compared.
There were no revenues from operations for the six months ended June 30, 2021
Cost of Sales/Gross Profit Percentage of Sales
There were no cost of sales from operations for the six months ended June 30,
2021 and 2020.
General and Administrative Expenses
General and administrative expenses for the six months ended June 30, 2021 were
$63,931 an increase of $28,056 or 78.2%, from $35,875 for the six months ended
June 30, 2020 June 30, 2021. This change is due to increased legal expenses,
which increased by $22,398 in 2021. The remainder of the increase was due to
fees and expenses paid to our transfer agent and others in connection with the
change of the Company's name.
We had a net loss of $63,931 for the six months ended June 30, 2021 as compared
to net loss of $35,875 for the six months ended June 30, 2020, an increase of
$28,056 or 78.2%. This change is due to the increased legal expenses and the
expenses related to the name change.
Liquidity and Capital Resources
The following table summarizes our current assets, liabilities, and working
capital at June 30, 2021 compared to December 31, 2020.
Increase / (Decrease)
2021 December 31, 2020 $ %
Current Assets $125 $69 $56 81.2%
Current Liabilities $448,640 $384,653 $63,987 16.6%
Working Capital Deficit $448,515 $384,584
The accompanying unaudited condensed financial statements 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 of June 30,
2021, we had an accumulate deficit of $29,183,085. In addition, the Company's
current liabilities exceed its current assets by $448,515 as of June 30, 2021.
The Company's management believes that its operations may not be sufficient to
fund operating cash needs over at least the next 12 months. The Company has no
significant assets and continues to depend on affiliates to provide funds to pay
its ongoing expenses. There can be no assurance however that the Company will be
able to raise additional capital when needed, or at terms deemed acceptable, if
at all. These factors raise substantial doubt about the Company's ability to
continue as a going concern within one year after the date that the unaudited
condensed financial statements are issued.
The unaudited condensed financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.
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.
Critical Accounting Policies and Estimates
Related party transactions: Parties are considered to be related to the Company
if the parties, directly or indirectly, through one or more intermediaries,
control, are controlled by, or are under common control with the Company.
Related parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and its
management and other parties with which the Company may deal if one party
controls or can significantly influence the management or operating policies of
the other to an extent that one of the transacting parties might be prevented
from fully pursuing its own separate interests.
Recent Accounting Developments
The Company believes there are no new accounting standards adopted but not yet
effective that are relevant to the readers of our financial statements.
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