ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Executive Overview
We have not recorded revenues since inception and we are dependent
upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders
or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore,
no one is obligated to provide funds to us in the future. These factors raise substantial doubt as to our ability to continue as
a going concern. Our plan is to combine with an operating company to generate revenue.
As of the date of this report, our management has not had any discussions
with any representative of any other entity regarding a business combination with us. Any target business that is selected may
be a financially unstable company or an entity in its early stages of development or growth, including entities without established
records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity
in an industry characterized by a high level of risk, 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. In
addition, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.
We anticipate that the selection of a business opportunity will
be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries
and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating
or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors
in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater
flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available
business combinations 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.
If we obtain a business opportunity, then it may be necessary to
raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we
would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The
purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration
requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that
if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common
stock.
Liquidity and Capital Resources
We have not recorded revenues from operations since inception and
we have not established an ongoing source of revenue sufficient to cover our operating costs. We have relied primarily upon related
and third parties to provide and pay for professional and operational expenses. At September 30, 2019 we had $233 cash compared
to $168 at December 31, 2018. At September 30, 2019 total liabilities increased to $295,047 compared to $272,259 at December 31,
2018. This increase in total liabilities represents increases of accounts payable – related party for consulting services
and professional services provided by or paid for by a stockholder, loans from a shareholder and accrued interest.
We intend to obtain capital from management, significant stockholders
and/or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our
ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity
and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect
our profitability for the long term.
During the next 12 months we anticipate incurring additional costs
related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management,
significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert
debt or pay for expenses.
Results of Operations
We did not record revenues in either 2019 or 2018. General and administrative
expense decreased to $10,835 for the nine months ended September 30, 2019 (“2019 nine month period”) compared to $10,932
for the nine months ended September 30, 2018 (“2018 nine month period”). The decrease for the 2019 nine month period
was primarily due to reduced accounts payable. General and administrative expense increased to $2,710 for the three months ended
September 30, 2019 (“2019 third quarter”) compared to $2,615 for the three months ended September 30, 2018 (“2018
third quarter”).
Total other expense increased to $11,888 for the 2019 nine month
period compared to $11,148 for the 2018 nine month period. Total other expense increased to $4,030 for the 2019 third quarter compared
to $3,751 for the 2018 third quarter. Total other expense represents interest expense related to notes payable.
Our net loss increased to $22,723 for the 2019 nine month period
compared to $22,080 for the 2018 nine month period. Our net loss increased to $6,740 for the 2019 third quarter compared to $6,366
for the 2018 third quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
At September 30, 2019 we reported notes payable totaling $82,575
and notes payable-related party of $120,325. All of the notes payable are non-collateralized, carry interest at 8% and are due
on demand. Total accrued interest on all notes payable was $81,047 at September 30, 2019.
At September 30, 2019 accounts payable-related party increased to
$11,100 due to $4,500 paid for consulting services and professional services provided by or paid for by a stockholder during the
2019 nine month period.
As of September 30, 2019, two lenders represent
in excess of 95% of our accounts and notes payable.
Off-Balance Sheet Arrangements
We have not entered into 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 and would be considered material to investors.
Emerging Growth Company
We qualify as an emerging growth company as that term is used in
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company
if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December
8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend
to, rely on exemptions from certain disclosure requirements
In addition, Section 107 of the JOBS Act also provides that an emerging
growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of
this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with
such new or revised accounting standards.