ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion and analysis should be
read in conjunction with, and is qualified in its entirety by, our financial statements (and notes related thereto) and other more detailed
financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion
and analysis of our financial condition and results of operations together with such financial statements and other financial data included
elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere
in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements
that involve risks and uncertainties. You should review the “Risk Factors” section of our Annual Report on Form 10-K for a
discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking
statements contained in the following discussion and analysis.
Statements in this section and elsewhere in this Form 10-Q that are
not statements of historical or current fact constitute “forward-looking” statements.
OVERVIEW OF OUR PERFORMANCE AND OPERATIONS
Our Business and Recent Developments
Fuel Doctor Holdings, Inc. (“Fuel
Doctor”, “We”, or the “Company”) was incorporated in the State of Delaware on March 25, 2008 under the name
Silver Hill Management Services, Inc. On September 1, 2011, our name was changed to Fuel Doctor Holdings, Inc. to more accurately reflect
the nature of our operations. At that time. On or about August 8, 2009, our primary business focus was to offer business support services
to proprietors, entrepreneurs, and small business owners. By offering a full suite of outsourced business processes including project
management, database and information storage, document management services, and finance and accounting services. The Company discontinued
the development of its business support services on August 24, 2011. On or about March 8, 2021, the Company filed a Form 10-12g with the
SEC and became once again subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
The Company has since been seeking a merger target and has been evaluating
various opportunities.
On January 6, 2022, Amitai Weiss,
Asaf Itzhaik and Moshe Revach were appointed to fill existing vacancies on the Company’s Board of Directors in accordance with the
written consent of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the
Company. In addition, on January 6, 2022, Amitai Weiss was appointed as the Chief Executive Officer of the Company and on January 26,
2022, Gadi Levin was appointed Chief Financial Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an officer and as a director
of the Company.
From April 1, 2022 and through to May 11,
2022, the Company received $110,000 from investors in a private placement to purchase shares of common stock at $0.003 per share. As of
the date of this report, no shares of common stock have been issued.
13
Employees
As of the date of this Form 10-Q filing, we have
no employees.
Results of Operations for the three months ended March 31, 2022 and
March 31, 2021
Revenues
We have generated revenues of $0 and $0 for the three months ended March
31, 2022 and March 31, 2021, respectively.
Operating expenses
Operating expenses for the three months ended March
31, 2022 were $11,286 compared with $3,348 for the three months ended March 31, 2021. The increase in operating expenses in 2022
is as a result of increased activity by the Company to pursue a potential acquisition of a company. Professional fees increased by $8,346,
from $1,654 for the three months ended March 31, 2022 to $10,000 for the three months ended March 31, 2022 and general office expenses
decreased by $408, from $1,694 for the three months March 31, 2021 to $1,286 for the three months ended March 31, 2022.
Loss from operations
Operating loss before income tax for the three months ended March 31, 2022
was $11,286, an increase of $7,938 for the comparable period of March 31, 2021. This increase was primarily attributable to professional
fees, that included accountant and auditor fees.
Net loss
The net loss for the three months ended March 31,
2022 was $11,286, compared to a net loss of $3,348 for the three months ended March 31, 2021. This increase was primarily attributable
to professional fees. The net loss in 2021 was primarily attributable to professional fees.
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Liquidity and Capital Resources
As of December 31, 2021 and March 31, 2022, the Company's cash balance
was $0 and $1,233, respectively.
As of December 31, 2021 and March 31, 2022, the Company's total assets
were $0 and $1,233, respectively.
As of December 31, 2021, the Company had total liabilities
of $18,857 that consisted of $18,857 in accounts payable and accrued liabilities. These amounts are non-interest bearing, payable upon
demand and unsecured.
As of March 31, 2022,
the Company had total liabilities of $31,376, that consisted of $11,396 in accounts payable and accrued liabilities and $19,980 in a loan
from shareholder. The loan bears interest at 1% per annum and is repayable at the request of the shareholder.
As of December 31, 2021 and March 31, 2022, the Company has a working capital
deficit of $18,857 and $30,143, respectively.
From April 1, 2022 and through to May 11,
2022, the Company received $110,000 from investors in a private placement to purchases shares common stock to be issued at a price of
$0.003 per share. As of the date of this report no .shares of common stock have been issued.
Working Capital and Cash Flows
| Working Capital | |
March 31, | |
March 31, |
| | |
2022 | |
2021 |
| | |
| |
|
| Current Assets | |
$ | 1,233 | | |
$ | — | |
| Current Liabilities | |
| 31,376 | | |
| 15,916 | |
| Working Capital (deficit) | |
$ | (30,143 | ) | |
$ | (15,916 | ) |
| | |
| | | |
| | |
| Cash Flows | |
| March 31, | | |
| March 31, | |
| | |
| 2022 | | |
| 2021 | |
| | |
| | | |
| | |
| Cash Flows from (used in) Operating Activities | |
$ | (18,747 | ) | |
$ | — | |
| Cash Flows from (used in) Financing Activities | |
| 19,980 | | |
| — | |
| Net Increase (decrease) in Cash During Period | |
$ | 1,233 | | |
$ | — | |
Cash Flows from Operating Activities
During the three months ended March 31, 2022 and March 31, 2021, the Company
used $18,747 and $0, respectively, in cash for operating activities.
Cash Flows from Financing Activities
During the three months March 31, 2022 and March 31, 2021, the Company
generated $19,980 and $0, respectively, in cash received from financing activities.
15
Critical Accounting Policies
Going Concern
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.
Our ability to continue as a going concern is dependent
upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on
our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes
obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no
assurance of additional funding being available.
The Company, as of the date of this filing had $1,233
in cash and has not generated any revenues from operations to date. For the last three months ending March 31, 2022, our operating expenses
were $11,286. In the previous two fiscal years our operating expenses were $5,089and $28,785 in the years ended December 31, 2020 and
December 31, 2021 respectively, consisting primarily of professional fees, administrative expenses and filing fees. The ongoing expenses
of the Company will be related to seeking out a suitable acquisition as well as mandatory filing requirements including our reporting
requirements under the Securities Exchange Act of 1934 upon effectiveness of this registration statement.
The
Company continues to rely on borrowings and financings either arranged by the Company’s President or through entities controlled
by the President. In the next 12 months we expect to incur expenses equal to approximately $20,000 related to legal, accounting, audit,
and other professional service fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to
the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited
to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the
business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope
of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the
Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction.
Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise
substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to locating merger candidates.
The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate
and complete a merger with another company, and ultimately, achieve profitable operations.
The Company may consider a business which has recently
commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop
a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of
additional capital. Our management believes that the public company status that results from a combination with the Company will provide
such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to
utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a
public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things,
the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our officers and directors have not had any preliminary
contact or 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.
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Our management anticipates that it will
likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present
and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a
target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in
investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
| The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with 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 stock. 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. |
We do not currently intend to retain any entity to act as a “finder”
to identify and analyze the merits of potential target businesses.
We have not established a specific timeline nor have
we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and
the Company, through its various contacts and affiliations with other entities will locate a business combination target. We expect that
funds in the amount of approximately $20,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements
during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds
can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance
funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements,
however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide
any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed
in order to consummate a business combination transaction.
The effects of Covid -19 could impact our ability
to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving
rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s
ability to operate under the going concern. It is possible that our company will have issues relating to the current situation that will
need to be considered by management in the future. There will be a wide range of factors to take into account in going concern judgments
and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial
health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information
that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.
17
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.
Default on Notes
There are currently no notes in default.
Other Contractual Obligations
As of the year ended December 31, 2021
and the three months ended March 31, 2022, we did not have any contractual obligations.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision
and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act. Disclosure controls and procedures include, without limitation, means controls and other procedures that are designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is (i) recorded, processed,
summarized and reported, within the time periods specified in the Commission's rules and forms and (ii) accumulated and communicated to
the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, because of the Company’s limited
resources and lack of employees, management, including our chief executive officer and chief financial officer, concluded that our disclosure
controls and procedures were ineffective as of March 31, 2022 and as of the date of this filing, May 11, 2022.
Management has identified control deficiencies regarding
inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Management
of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The
small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such
remediation.
To mitigate the current limited resources and limited
employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals.
As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the
internal control framework.
These control deficiencies could result in a misstatement
of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be
prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order
to conclude that our financial statements for the quarter ended March 31, 2022 included in this Quarterly Report on Form 10-Q were fairly
stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the
quarter ended March 31, 2022 are fairly stated, in all material respects, in accordance with GAAP.
Limitations on Effectiveness of Controls and Procedures
Our management, including our principal executive
officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent
all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits
of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent
limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
No changes in the Company's internal control over financial reporting have
come to management's attention during the Company's last fiscal quarter that have materially affected, or are likely to materially affect,
the Company's internal control over financial reporting.
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