| ITEM
2. |
MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. |
Forward Looking Statements
This section and other parts of this Form 10-Q quarterly report
includes "forward-looking statements", that involves risks and
uncertainties. All statements other than statements of historical
facts, included in this Form 10-Q that address activities, events,
or developments that we expect or anticipate will or may occur in
the future, including such things as future capital expenditures
(including the amount and nature thereof), business strategy and
measures to implement strategy, competitive strength, goals,
expansion and growth of our business and operations, plans,
references to future success, reference to intentions as to future
matters, and other such matters are forward-looking statements. In
some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," or
"continue," or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events
or results may differ materially. These statements are based upon
certain assumptions and analyses made by us in light of our
experience and our perception of historical trends, current
conditions and expected future developments as well as other
factors that we believe are appropriate in the circumstances.
However, whether actual results and developments will conform to
our expectations and predictions is subject to a number of risks,
uncertainties, and other factors, many of which are beyond our
control.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance, or achievements.
Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no
duty to update any of the forward-looking statements after the date
of this report to conform such statements to actual results.
RESULTS OF OPERATIONS
(in thousands)
Working Capital
| |
June
30, |
|
December 31, |
|
| |
2017 |
|
2016 |
|
| |
|
|
|
|
|
Current Assets |
|
$ |
- |
|
|
$ |
- |
|
|
Current Liabilities |
|
|
- |
|
|
|
- |
|
|
Working Capital (Deficit) |
|
$ |
- |
|
|
$ |
- |
|
Cash Flows
| |
June
30, |
|
June
30, |
|
| |
2017 |
|
2016 |
|
| |
|
|
|
|
|
Cash Flows from (used in) Operating Activities |
|
$ |
- |
|
|
$ |
- |
|
|
Cash Flows provided by Investing Activities |
|
|
- |
|
|
|
- |
|
|
Cash Flows from (used in) Financing Activities |
|
|
- |
|
|
|
- |
|
|
Net Increase (decrease) in Cash During Period |
|
|
- |
|
|
|
- |
|
We have generated revenues of $0 and $0 for the three and six
months ended June 30, 2017 and 2016.
|
Operating Expenses and Net Loss
|
Operating
expenses for the three months ended June 30, 2017 in thousands were
$0 compared with $0 for the three months ended June 30,
2016.
Operating
expenses for the six months ended June 30, 2017 in thousands were
$0 compared with $0 for the six months ended June 30,
2016.
During
the three months ended June 30, 2017, the Company recorded a net
loss in thousands of $0. compared with net loss of $0 for the three
months ended June 30,
2016.
During the six months ended June 30, 2017, the Company
recorded a net loss in thousands of $0. compared with net loss of
$0 for the six months ended June 30, 2016.
|
Liquidity and Capital Resources
|
As
at June 30, 2017, the Company's cash balance was $0 compared to
cash balance of $0 at June 30, 2016. As of June 30, 2017, the
Company's total assets were $0 compared to total assets of $0 as at
June 30, 2016.
As
of June 30, 2017, the Company had total liabilities of $0 compared
with total liabilities of $0 as at June 30, 2016.
|
Cashflow
from Operating Activities
|
During
the six months ended June 30, 2017 the Company used $0 of cash for
operating activities compared to the use of $0 in thousands of cash
for operating activities during the six months ended June 30,
2016.
|
Cashflow
from Financing Activities
|
|
During the six months ended June 30, 2017 the Company did not
receive any cash from financing activities as compared to
$0 for the six months ended June 30, 2016.
|
None
We have not attained profitable operations
and are dependent upon the continued financial support from our
shareholders, the ability to raise equity or debt financing, and
the attainment of profitable operations from our future business.
These factors raise substantial doubt regarding our ability to
continue as a going concern.
|
Off-Balance Sheet Arrangements
|
We have no significant 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 are material to
stockholders.
The Company will
consider selling securities in the future to fund
operations. There is no assurance that we will
achieve any additional sales of the equity securities or arrange
for debt or other financing to fund our operations and other
activities.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes have
been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis. The
preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and
expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we
use to prepare our consolidated financial statements. A complete
summary of these policies is included in the notes to our
consolidated financial statements. In general, management's
estimates are based on historical experience, on information from
third party professionals, and on various other assumptions that
are believed to be reasonable under the facts and circumstances.
Actual results could differ from those estimates made by
management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that
are in effect. These pronouncements did not have any material
impact on the financial statements unless otherwise disclosed, and
the Company does not believe that there are any other new
accounting pronouncements that have been issued that might have a
material impact on its financial position or results of
operations.
| ITEM
3. |
QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Market
risk is the risk of loss from adverse changes in market prices and
rates. The Company's market risk arises primarily from the fact
that the area in which we do business is highly competitive and
constantly evolving. The market in which we do business is highly
competitive and constantly evolving. We face competition from the
larger and more established companies, from companies that
have greater resources, including but not limited to, more
money, and greater ability to expand their markets also cut
into our potential customers. Many of our competitors have
longer operating histories, significantly greater financial
strength, nationwide advertising coverage and other resources that
we do not have.
| ITEM
4. |
CONTROLS AND
PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and
procedures(as defined in Rule 13a-15e under the Securities Exchange
Act of 1934 the "Exchange Act"), our principal executive officer
and principal financial officer have concluded that as of the end
of the period covered by this quarterly report on Form 10-Q such
disclosure controls and procedures were not effective due to the
lack of segregation of duties and lack of a formal review process
that includes multiple levels of review to ensure that information
required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and
Exchange Commission rules and forms because of the identification
of a material weakness in our internal control over financial
reporting which we view as an integral part of our disclosure
controls and procedures. The material weakness relates to the
lack of segregation of duties in financial reporting, as our
financial reporting and all accounting functions are performed by
an external consultant with no oversight by a professional with
accounting expertise. Our CEO/CFO does not possess accounting
expertise and our company does not have an audit committee.
This weakness is due to the company's lack of working capital to
hire additional staff. To remedy this material weakness, we
intend to engage another accountant to assist with financial
reporting as soon as our finances will allow.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in our internal
control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15
or 15d-15 that occurred during our first quarter that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II - OTHER INFORMATION
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1. |
LEGAL PROCEEDINGS |
None
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
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2. |
UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS |
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3. |
DEFAULTS UPON SENIOR
SECURITIES. |
None
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4. |
MINE SAFETY
DISCLOSURE. |
Not Applicable
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5. |
OTHER INFORMATION. |
