We are a corporation with limited operations and have no revenues from our
business operations. Until December 31, 2007, we held the exclusive license to
exploit the Dreesen's Donut Brand in the United States with the exception of the
states of Florida and Pennsylvania, and in Suffolk County, New York, which
Dreesen retained for itself. The license from Dreesen expired on December 31,
As of the Effective Date, we discontinued our efforts to promote the Dreesen's
Donut Brand, we have no employees and our main purpose has been to effect a
business combination with an operating business which we believe has significant
growth potential. As of yet, we have no definitive agreements or understandings
with any prospective business combination candidates and there are no assurances
that we will find a suitable business with which to combine. The implementation
of our business objectives is wholly contingent upon a business combination
and/or the successful sale of our securities. We intend to utilize the proceeds
of any offering, any sales of equity securities or debt securities, bank and
other borrowings or a combination of those sources to effect a business
combination with a target business which we believe has significant growth
potential. While we may, under certain circumstances, seek to effect business
combinations with more than one target business, unless and until additional
financing is obtained, we will not have sufficient proceeds remaining after an
initial business combination to undertake additional business combinations.
A common reason for a target company to enter into a merger with us is the
desire to establish a public trading market for its shares. Such a company would
hope to avoid the perceived adverse consequences of undertaking a public
offering itself, such as the time delays and significant expenses incurred to
comply with the various Federal and state securities law that regulate initial
As a result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will likely be dependent
upon the future performance of a single business. Unlike certain entities that
have the resources to consummate several business combinations or entities
operating in multiple industries or multiple segments of a single industry, we
do not expect the resources to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses. A target business may be
dependent upon the development or market acceptance of a single or limited
number of products, processes or services, in which case there will be an even
higher risk that the target business will not prove to be commercially viable.
Our officers are only required to devote a small portion of their time (less
than 10%) to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary. We do not
anticipate hiring any full-time employees so long as we are seeking and
evaluating business opportunities.
We expect our present management to play no managerial role in our company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with an
operating business. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business. The analysis of new business opportunities
will be undertaken by or under the supervision of our officers and directors.
EQUIPMENT AND EMPLOYEES
As of March 31, 2021, we had no operating business, no equipment, and no
employees. We do not intend to develop our own operating business but instead
plan to consummate a business combination transaction with an operating company.
Results of Operations
Continuing Operating Expenses for the Fiscal Year Ended March 31, 2021 Compared
to the Fiscal Year Ended March 31, 2020
We are a corporation with limited operations and did not have any operating
revenues during the fiscal years ended March 31, 2021 and 2020, respectively.
Total expenses for the fiscal years ended March 31, 2021 and 2020 were $155,680
and $62,411, respectively. The majority of these expenses primarily constituted
general and administrative expenses related to legal and accounting and
compliance with the Exchange Act as well as work in connection with our entering
into the definitive agreement with Appgate.
Liquidity and Capital Resources
At March 31, 2021, we did not have any revenues from operations. Our principal
source of operating capital recently has been provided in the form of loans and
capital contributions from our stockholders. Absent a merger or other
combination with an operating company, we do not expect to have any revenues
from operations. No assurance can be given that such a merger or other
combination will occur or that we can engage in any public or private sales of
our equity or debt securities to raise working capital. We are dependent upon
future loans or capital contributions from our present stockholders and/or
management and there can be no assurances that our present stockholders or
management will make any loans or capital contributions to us.
At March 31, 2021, we had outstanding notes payable in the aggregate principal
amount of $367,000 payable to Ironbound, our majority stockholder. We had cash
of $7,285 and negative working capital of $554,973. Such funds will not be
sufficient to satisfy our cash requirements during the next twelve months and we
will require additional funds. We cannot provide assurance that adequate
additional funds will be available or, if available, will be offered on
Our present material commitments are professional and administrative fees and
expenses associated with the preparation of our filings with the SEC and other
regulatory requirements, as well as expenses in connection with our proposed
transaction with Appgate.
We do not have any commitments which are required to be disclosed in tabular
form as of March 31, 2021.
Off-Balance Sheet Arrangements
As of March 31, 2021, we have no off-balance sheet arrangements such as
guarantees, retained or contingent interest in assets transferred, obligation
under a derivative instrument and obligation arising out of or a variable
interest in an unconsolidated entity.
Critical Accounting Policies and Estimates
Our financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America. Note 2 to the financial
statements describes the significant accounting policies and methods used in the
preparation of our financial statements.
We have identified the policies below as some of the more critical to our
business and the understanding of our financial position and results of
operations. These policies may involve a high degree of judgment and complexity
in their application and represent the critical accounting policies used in the
preparation of our financial statements. Although we believe our judgments and
estimates are appropriate and correct, actual future results may differ from
estimates. If different assumptions or conditions were to prevail, the results
could be materially different from these reported results. The impact and any
associated risks related to these policies on our business operations are
discussed throughout this Report where such policies affect our reported and
expected financial results.
Use of Estimates
In preparing financial statements in accordance with GAAP, management makes
certain estimates and assumptions, where applicable, that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period. While actual
results could differ from those estimates, management does not expect such
variances, if any, to have a material effect on the financial statements.
The asset and liability method is used in accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for operating
loss and tax credit carry forwards and for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is recorded to reduce
the carrying amounts of deferred tax assets unless it is more likely than not
that such assets will be realized.
The estimated fair values of all reported assets and liabilities which represent
financial instruments, none of which are held for trading purposes, approximate
their carrying value because of the short term maturity of these instruments or
the stated interest rates are indicative of market interest rates.
© Edgar Online, source Glimpses