The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.
Forward-Looking Statements
This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," "intend", "plan" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect;Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this registration statement, including, without limitation, the information set forth under the heading "Management's Discussion and Analysis or Plan of Operation - Risk Factors" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.
Overview
We are a presently a shell company (as defined in Rule 12b-2 of the Exchange Act) whose plan of operation over the next twelve months is to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. We will not be restricted in our search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Management will seek combination candidates inthe United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan of operation has been adopted in order to attempt to create value for our shareholders. For further information on our plan of operation and business, see PART I, Item 1 of our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Plan of Operation
We do not intend to do any product research or development. We do not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, we do not expect to add additional employees or any full-time employees except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired. The Company's business plan consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction. We anticipate no operations unless and until we complete a business combination as described above. 9
Nine Months Ended
The following table summarizes the results of our operations during the nine months endedSeptember 30, 2022 andSeptember 30, 2021 and provides information regarding the dollar and percentage increase or (decrease) from the current nine-month period to the prior nine-month period: Percentage 9/30/2022 9/30/2021 Increase/ Increase Line Item (unaudited) (unaudited) (Decrease) (Decrease) Revenues - - - - Operating expenses 43,871 32,133 11,738 36.5 % Net loss 54,417 66,367 (11,950 ) 18.0 %
Loss per share of common stock$ (0.01 ) $ (0.01 ) - - We recorded a net loss of$54,417 for the nine months endedSeptember 30, 2022 as compared with a net loss of$66,367 for the nine months endedSeptember 30, 2021 . The principal reason for the increase in Operating Expenses was an increase in professional fees, partially offset by the elimination of theFountainhead Capital Management Limited advisory fee effective as ofSeptember 30, 2021 .
Liquidity and Capital Resources
We had$20,870 cash on hand atSeptember 30, 2022 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, we have accumulated a deficit of$1,262,933 . As ofSeptember 30, 2022 , we had$53,540 in liabilities and a negative working capital of$32,670 . We have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempt but are unable to complete an acquisition. Our cash requirements for the next twelve months are principally for accounting expenses and other expenses related to making filings required under the Securities Exchange Act of 1934, which should not exceed$50,000 in the fiscal year endingDecember 31, 2022 . Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars. We will only be able to pay our future obligations and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it is not certain they will always want or be financially able to do so. Our shareholders and management memberswho advance money to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for services and expenses and expect payment reimbursement only. Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either loan money to us or buy our securities. There is no assurance whatever that we will be able at need to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to us, including among others:
? failure to make timely filings with the
which also probably would result in suspension of trading or quotation in our
stock and could result in fines and penalties to us under the Exchange Act;
? curtailing or eliminating our ability to locate and perform suitable
investigations of potential acquisitions; or
? inability to complete a desirable acquisition due to lack of funds to pay legal
and accounting fees and acquisition-related expenses.
We hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel, lodging and other due diligence expenses incurred by our management related to finding and investigating a candidate company and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree
to make such a deposit. 10 Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. We had$32,670 negative working capital as ofSeptember 30, 2022 , we had an accumulated deficit of$1,262,933 incurred throughSeptember 30, 2022 and recorded a loss of$54,417 for the first nine months of 2022 and a loss of$90,021 from operations for the fiscal year endedDecember 31, 2021 . These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders or the ability of the Company to obtain necessary equity financing to continue operations. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. Given the Company's limited resources and limited access to capital, there is little the Company can do to address this issue until it identifies and completes a transaction with a third party. There is no guarantee that such a transaction can be completed, and if one is completed, that it will be on terms which are beneficial to shareholders or alleviate the substantial doubt about the Company's ability to continue as a going concern. The Company's plan to alleviate the going concern issue is to continue to seek out a merger partner which has the financial resources to address the going concern issue. InDecember 2019 , an outbreak of a novel strain of coronavirus (COVID-19) originated inWuhan, China , and has since spread to a number of other countries, includingthe United States . OnMarch 11, 2020 , theWorld Health Organization characterized COVID-19 as a pandemic. While the Company presently has no ongoing operations or employees, this situation could limit the market for a merger partner for a strategic business combination. Any of these uncertainties could have a material adverse effect on the business, financial condition or results of operations.
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.
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