Item
1.
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Description
of Business
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Our
Company
Empire
Post Media, Inc. a Nevada corporation (“Empire”, the “Company, “we”, “us” or “our”)
is a publicly quoted shell company seeking to create value for its shareholders by merging with another entity with experienced
management and opportunities for growth in return for shares of our common stock.
No
potential merger candidate has been identified at this time.
We
do not propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry. We have unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic conditions, and other factors.
The
selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources
and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire
any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential
business opportunity based on our management’s best business judgment.
Our
activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business,
and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without
the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of its lack of resources
and our inability to provide a prospective business opportunity with significant capital.
Our
History
Empire
was incorporated in the State of Nevada on October 13, 2009. The Company was a development stage company engaged in the business
of providing post production services to the movie and television industry and the production of reality shows. The post production
services included both two-dimensional and three-dimensional formats and were offered on a collateralized-deferred basis to producers
and owners of feature films; television movies, specials and series; short subjects and documentaries. The Company also produced
a Reality TV pilot.
Revenue
We
had no revenue for the year ended November 30, 2018 and no revenues for the year ended November 30, 2017.
General
Business Plan
Our
business plan to seek a merger has many uncertainties which pose risks to investors.
We
intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us
by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934
Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate
in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant
to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that
we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a
business opportunity with entities which have recently commenced operations, or that desire 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. All of these activities have risk to investors including dilution and management.
We
expect that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances
being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits
of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business
opportunities 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 have, and will continue
to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without
incurring the cost and time required to conduct an initial public offering.
The
analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to
concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present
associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we
will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial
requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition;
(v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii)
specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii)
potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades;
(xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity,
we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors.
We
will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
Acquisition
Interest
In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business.
Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of
us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors
without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities
laws of the United States and any applicable state.
It
is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration
under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we 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 it has successfully consummated a merger or acquisition
and is no longer considered an inactive company.
The
issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities
may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will
develop.
While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free”
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free
treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving
entity. This would result in significant dilution in the equity of our stockholders.
As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities,
obtain independent analysis of verification of certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The
manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires
of both parties, and the management of the opportunity.
With
respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities,
our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or
acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets
and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage
of shares held by our stockholders.
We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements.
Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific
representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing
and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of
bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults;
and (vi) include miscellaneous other terms.
As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within
a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available
at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing
documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction
is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated
with the proposed transaction.
Competition
We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have significantly greater financial and personnel resources and
technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue
to be at a significant competitive disadvantage compared to our competitors.
Investment
Company Act 1940
Although
we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject
to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business
of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment
interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to
register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination
from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material
adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.
Intellectual
Property
We
own no intellectual property.
Employees
We
presently have no full time executive, operational or clerical staff.
Mr.
Dunn has been a director and officer of the Company since 2009 and the sole director and sole part-time-officer of the Company
since January 1, 2013.
Factors
Effecting Future Performance
Rather
than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt
to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock
to create value for our shareholders.
Although
there is no assurance that this series of events will be successfully completed, we believe
we can successfully complete an acquisition or merger which will enable us to continue
as a going concern. Any acquisition or merger will most likely be dilutive to our existing
stockholders.
The
factors affecting our future performance are listed and explained below under the section “Risk Factors” below:
Jumpstart
Our Business Startups Act
The
disclosure contained below, discusses generally the terms of the “Jumpstart Our Business Startups Act”. Currently
the Company is without operations or revenues and as such does not anticipate that it will effect certain of the transactions
covered by such Act until, if at all, the time a change in control of the Company is affected. Until at such time the Company
effects a change in control it does not anticipate that it will benefit from the exemptions from certain financial disclosure
required in a registration statement as well as the simplification of the sale of securities and the relaxation of general solicitation
for Rule 506 offerings.
In
April, 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among
other things:
Exemptions
for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides
a new form of financing to small companies;
Amendments
to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record
holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;
Relaxation
of the general solicitation and general advertising prohibition for Rule 506 offerings;
Adoption
of a new exemption for public offerings of securities in amounts not exceeding $50 million; and
Exemption
from registration by a non-reporting company offers and sales of securities of up to $1,000,000 that comply with rules to be adopted
by the SEC pursuant to Section 4(6) of the Securities Act and such sales are exempt from state law registration, documentation
or offering requirements.
In
general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common
equity securities was affected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues
during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of
(i)
the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
(ii)
the completion of the fiscal year of the fifth anniversary of the company’s IPO;
(iii)
the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or
(iv)
the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.
The
Company meets the definition of an emerging growth company and will be affected by some of the changes provided in the JOBS Act
and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies
and for non-public offerings. Those exemptions that impact the Company are discussed below.
Financial
Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities
Act of 1933 will differ from registration statements filed by other companies as follows:
(i)
audited financial statements required for only two fiscal years;
(ii)
selected financial data required for only the fiscal years that were audited;
(iii)
executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller
reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second
fiscal quarter)
However,
the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already
provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller
reporting company is not required to file as part of its registration statement selected financial data and only needs audited
financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.
The
JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted
by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except
as otherwise required by SEC rule.
The
JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s
accounting firm or for a supplemental auditor report about the audit.
Internal
Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered
public accounting firm to file a report on the Company’s internal control over financial reporting, although management
of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.
Section
102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act Section 14A(e) for companies
with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.
Other
Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that
are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either
prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker
or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision.
In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers,
dealers and potential investors, communications with management and distribution of a research reports on the emerging growth
company IPO.
Section
106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided
that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show.
This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that
it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to
conduct a road show.
Election
to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply
with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration
statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the
new or revised financial accounting standard.
The
JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non- emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of
the transition period.
An
investment in our securities is highly speculative and subject to numerous and substantial risks. Readers are encouraged to review
these risks carefully before making any investment decision.
RISKS
RELATED TO OUR SECURITIES
REDUCTION
OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS
Our
primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in
us issuing securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our
common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in
a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect
on the percentage of the shares held our stockholders.
THE
REGULATION OF PENNY STOCKS BY SEC AND NASD MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.
Our
securities are currently listed on the Pink Sheets and we are currently seeking to have them listed on the over the counter bulletin
board. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon
broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the
rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000,
or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined
with a spouse’s income, exceeds $300,000).
For
transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive
the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefore.
In
addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934,
as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply
to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market
that might develop for them.
Shareholders
should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years
from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated
to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being
established with respect to our securities.
The
shares of our common stock may be thinly-traded on the Pink Sheets, meaning that the number of persons interested in purchasing
our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is
attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts,
stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that
even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early
stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more
seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common
stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on Securities price.
OUR
STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU
NEED TO LIQUIDATE YOUR SHARES.
We
cannot give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop
or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that
they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to
liquidate your shares of common stock of our Company.
THE
COMPANY IS A SHELL COMPANY AND AS SUCH SHAREHOLDERS CANNOT RELY ON THE PROVISIONS OF RULE 144 FOR RESALE OF THEIR SHARES UNTIL
CERTYAIN CONDITIONS ARE MET.
The
Company is a shell company as defined under Rule 405 of the Securities Act of 1933 as a registrant that has no or nominal operations
and either no or nominal assets, or assets consisting only of cash or cash equivalents and/or other nominal assets. As securities
issued by a shell company, the securities issued by the Company can only be resold by filing a registration statement for those
shares or utilizing the provisions of Rule 144 once certain conditions are met, to wit: (i) the Company has ceased to be a shell
company (ii) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
(iii) the Company has filed all required reports under the Exchange Act of the preceding 12 months and (iv) one year has elapsed
since the Company filed “Form 10” information.
Thus,
a shareholder of the Company will not be able to sell its shares until such time as a registration statement for those shares
is filed or the Company has ceased to be a shell company either by effecting a business combination or by developmental growth,
the Company has remained current on its Exchange Act filings for 12 months and the Company has filed the information as would
be required by a “Form 10” filing (e.g. audited financial statements, management information and compensation, shareholder
information, etc.)
THE
PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE
Our
intention is for our shares of common stock to continue to be listed on the OTCMarkets. There is a limited market for our stock..
It may be subject to volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to
the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence
prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large
percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily
liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the
bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a
relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political
conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in
our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable
to readily sell the shares they hold or may not be able to sell their shares at all.
LOSS
OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.
We
may issue further Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that
would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders
and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result
in a greatly reduced percentage of ownership of us by our current Shareholders.
WE
DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK
We
do not anticipate paying any cash dividends on our common stock in the foreseeable future.
WE
MAY BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS
The
business of selecting and entering into a merger is fraught with all kinds of issues. For instance, the business may need capital
that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill
conceived, and not executed, or competitive factors cause business failure. There are many other factors in addition to these,
as may have been discussed above in “Risk Factors” which could cause our company to fail and the investor’s
capital will be at risk.
Risks
Related to our Company
WE
HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES
As
of November 30, 2018, we had an accumulated deficit in excess of $173,750 and a stockholders’ equity of $100.
Future
losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for
growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our
operating expenses. As a result of these, among other factors, we received from our registered independent public accountants
in their report for the financial statements for the year ended November 30, 2017, an explanatory paragraph stating that there
is substantial doubt about our ability to continue as a going concern.
OUR
EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES
We
have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term,
unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term
basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced
management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can
be no assurance that this series of events will be successfully completed.
WE
BELIEVE THAT OUR EXISTING LIABILITIES OUTSTANDING DO TO THE AGE OF SUCH LIASBILITES HAVE BECOME STATUTE BARRED
Effective
November 30, 2018, we believe that all of our liabilities that have not been settled or forgiven became statute
barred under State law.
Pursuant to Section 337 of the California
Code of Civil Procedure debts based on verbal or written agreements have statutes of limitation of four, respectively. Once a
debt passes beyond the statute of limitations, a debt collect5or no longer has the right to sue for payment of his/her debt. Any
debt collector who threatens to sue the Company over a debt that is beyond the statute of limitations would be in violation of
the Fair Debt Collection Practices Act.
If
one or both of the former creditors disagree that our liabilities owed to them are no longer outstanding because they have become
statute barred and if they were successful in their challenge that our liabilities to them are no longer outstanding because they
have become statute barred, we do not have the funds available to settle these liabilities. If these former liabilities were held
to be valid and outstanding it is unlikely that we would be able to merge with another entity with experienced management and
opportunities for growth in return for shares of our common stock to create value for our shareholders.
WE
INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS
Our
sole strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify
a suitable acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition
opportunities, we compete with other companies with similar strategies. Competition for acquisition targets may result in increased
prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other
risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense,
diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to
retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet
these challenges has not been established.
SCARCITY
OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS
We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have significantly greater financial and personnel resources and
technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise
and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition
candidates with numerous other small public companies. In view of our limited financial resources and limited management availability,
we will continue to be at a significant competitive disadvantage compared to our competitors.
WE
HAVE NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS
COMBINATIONS
We
have not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture
with or acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific
business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms
favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets, net
worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider
a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.
WE
MAY BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS
Current
conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global
economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic
conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.
BECAUSE
OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT
TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY
Our
principal shareholder owns approximately 61% of our outstanding common stock. As a result, he effectively controls all matters
requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such
as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership
of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing
a change in control of our company that you might view favorably.
OUR
DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US .
Certain
conflicts of interest may exist between our sole director and us. Our sole Director has other business interests to which he devotes
his attention, and may be expected to continue to do so although management time should be devoted to our business. As a result,
conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties
to us.
WE
MAY DEPEND UPON OUTSIDE ADVISORS; WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.
To
supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts,
appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection
of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without
a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect
to hire persons who are affiliates, if they are able to provide the required services.
THE
COMPANY’S ELECTION NOT TO OPT OUT OF JOBS ACT EXTENDED ACCOUNTIMG TRANSITION PERIOD MAY NOT MAKE ITS FINANCIAL STATEMENTS
EASILY COMPARABLE TO OTHER COMPANIES.
Pursuant
to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for
any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This
may make comparison of the Company’s financial statements with any other public company which is not either an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
as possible different or revised standards may be used.