Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements include those
described elsewhere in this Report and in our Annual Report on Form 10-K for the
fiscal year ended
Overview
The Company has no operations since inception other than the expenditures related to running the Company, and has generated no revenue since inception.
Plan of Operation
The Company has no operations since inception other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report. We have terminated our operations in the online delivery industry following the Change of Control. As of the date of this Report, the Company has entered into a non-binding letter of intent and is negotiating a Securities Exchange Agreement with a potential acquisition target in a reverse merger transaction being contemplated by the prospective parties.
If we are unable to close the reverse merger, we will resume our search to
explore and identify business opportunities within the
During the next 12 month period we anticipate incurring costs in connection with
investigating, evaluating and negotiating potential business combinations,
filing
Given our limited capital resources, we may consider a business combination with
an entity which has recently commenced operations, is a developing company or is
otherwise in need of additional funds for the development of new products or
services or expansion into new markets, or is an established business
experiencing financial or operating difficulties and is in need of additional
capital. Alternatively, a business combination may involve the acquisition of,
or merger with, an entity which desires access to the
As of the date of this Report, the Company has not entered into a definitive agreement to consummate a business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, 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.
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As of the date of this Report, the Company has entered into a non-binding letter
of intent and is negotiating a Securities Exchange Agreement with a potential
acquisition target in a reverse merger transaction being contemplated by the
prospective parties. Under the terms contemplated by the letter of intent, the
Company would enter into a share exchange with the target, which is an operating
entity, pursuant to which the Company would issue shares of its common stock
representing approximately 78% of the Company's issued and outstanding common
stock on a post-transaction basis in exchange for 100% of the outstanding
capital stock of the target entity. However, discussions remain ongoing, and
there can be no assurance that the reverse merger will close, or that we will
successfully integrate the business or generate material revenue therefrom if
the transaction closes. Further, the letter of intent provides that if a
definitive agreement is executed, and following the date of such definitive
agreement and within 12 months of termination, the Company publicly announces or
enters into an agreement involving a competing change of control transaction,
the target entity shall pay to the Company a termination fee of
Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographic region.
The selection of a business combination is a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the COVID-19 pandemic, geopolitical turmoil or other factors, as well as rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Additionally, we anticipate needing to raise additional capital in connection with acquiring an operating business, which we may fail to do on favorable terms or at all due to economic conditions, competitive forces or other factors that are beyond our control, in which case we may be unable to effectively develop and execute our business plan.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis and results of operations are based upon
our accompanying financial statements for the six months ended
Results Of Operations
THREE AND SIX MONTHS ENDED
Our net loss for the three and six months ended
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LIQUIDITY AND CAPITAL RESOURCES
As of
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities since
inception. For the six months ended
Cash Flows from Investing Activities
We have not engaged in any investing activities since our inception.
Cash Flows from Financing Activities
For the six months ended
On
PLAN OF OPERATION AND FUNDING
Our existing working capital is expected to be adequate to fund our operations over the next 12 months. We have financed operations to date through the proceeds of loans from insiders and the private placement of equity. We expect we will need to raise additional capital to meet long-term operating requirements, particularly if we close a reverse merger resulting in our acquisition of an operating business.
The current reverse merger we are negotiating contemplates two financings, one
pre-closing
Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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.
Going Concern
There is no historical financial information about us upon which to base an evaluation of our performance. We have no operations, cumulative losses, and have not generated any revenues. We cannot guarantee we will be successful in acquiring an operating business or commencing material business operations. Our business is subject to risks inherent in the search for and establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
There can be no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms as and when needed, we may be unable to commence, develop or expand our operations. Equity financing could result in additional dilution to existing stockholders.
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