ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
unaudited financial statements and the notes thereto. This discussion and analysis may contain forward-looking statements based
on assumptions about our future business.
In
General
We
presently sell our ancillary gaming products in the United States but contemplate selling and leasing our products worldwide.
We
are controlled by two individuals (our President and Chief Financial Officer) who devote approximately 25 hours a week each of
their time to the business of the Company.
Although
the Company has obtained the license for the manufacturing, sale, marketing and licensing of the four roulette patents, and certain
other patents, we have not yet applied to any State Gaming Commission(s) to seek approval to sell any of our products. The Company
has not, as of yet, arranged for any lines of credit, and we have no commitments, written or oral, from officers, directors or
shareholders to provide the Company with advances, loans or other funding for our operations.
Critical
Accounting Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, we evaluate our estimates, based on historical experience, and various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.
Liquidity
and Capital Resources
We
believe that the Company currently does not have the necessary working capital to support existing operations through 2016 since
the Company has had minimal revenues and accumulated deficit of $852,031 through June 30, 2016. Our primary capital source will
be loans from stockholders. We are seeking to develop and market the patented technologies, manufacture and sell gaming equipment
that will generate cash from operations.
For
the remainder of the fiscal year ending December 31, 2016, we anticipate incurring a loss as a result of continued expenses associated
with compliance with the reporting requirements of the Securities Exchange Act of 1934.
Plan of Operations
During the remainder
of the fiscal year ending December 31, 2016, we plan to continue with efforts to develop and market the patented technologies,
a pick 3 lotto evaluation and analysis program,
manufacture and sell gaming equipment that will
generate cash from operations. We also plan to file all required periodic reports and to maintain our status as a fully-reporting
company under the Exchange Act.
Based upon our
current cash reserves, although we feel it will be adequate, we may not have adequate resources to meet our short term or long-term
cash requirements. No specific commitments to provide additional funds have been made by management, the principal stockholders
or other stockholders, and we have no current plans, proposals, arrangements or understandings with respect to the sale or issuance
of additional securities. Accordingly, there can be no assurance that any additional funds will be available to us to allow us
to cover our expenses.
Three
Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015
The
following table summarizes the results of our operations during the three months ended June 30, 2016 and 2015, respectively, and
provides information regarding the dollar and percentage increase or (decrease) from the current year’s three month period
to the prior year’s three month period:
|
|
Three
Months Ended:
|
|
|
|
June
30, 2016
|
|
|
June
30, 2015
|
|
|
Variance
|
|
|
Percentage
|
|
Revenue
|
|
$
|
67
|
|
|
$
|
30
|
|
|
$
|
37
|
|
|
|
123.33
|
%
|
Operating
expenses
|
|
|
6,238
|
|
|
|
10,164
|
|
|
|
(3,926
|
)
|
|
|
-38.63
|
%
|
Interest
expense - stockholders
|
|
|
1,185
|
|
|
|
754
|
|
|
|
431
|
|
|
|
57.16
|
%
|
Net
Loss
|
|
$
|
7,356
|
|
|
$
|
10,888
|
|
|
$
|
(3,532
|
)
|
|
|
-32.44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per share of common stock
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
0.00
|
|
|
|
|
|
The
variance between the net loss of $7,356 for the three months ended June 30, 2016 compared to the net loss of $10,888 for the same
period in 2015 was primarily attributable to a decrease in professional fees of $3,974 and an increase in interest expense of
$431.
Six
Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015
The
following table summarizes the results of our operations during the six months ended June 30, 2016 and 2015, respectively, and
provides information regarding the dollar and percentage increase or (decrease) from the current year’s six month period
to the prior year’s six month period:
|
|
Six
Months Ended:
|
|
|
|
June
30, 2016
|
|
|
June
30, 2015
|
|
|
Variance
|
|
|
Percentage
|
|
Revenue
|
|
$
|
141
|
|
|
$
|
38
|
|
|
$
|
103
|
|
|
|
271.05
|
%
|
Operating
expenses
|
|
|
14,803
|
|
|
|
14,393
|
|
|
|
410
|
|
|
|
2.85
|
%
|
Interest
expense - stockholders
|
|
|
2,138
|
|
|
|
1,428
|
|
|
|
710
|
|
|
|
49.72
|
%
|
Net
Loss
|
|
$
|
16,800
|
|
|
$
|
15,783
|
|
|
$
|
1,017
|
|
|
|
6.44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per share of common stock
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
The
variance between the net loss of $16,800 for the six months ended June 30, 2016 compared to the net loss of $15,783 for the same
period in 2015 was primarily attributable to an increase in professional fees of $328 and an increase in interest expense of $710.
Commitment
and Contingencies
None.
Off-Balance
Sheet Arrangements
At
June 30, 2016, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have
had or are likely to have a material current or future effect on our financial statements.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered
by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of the end of the period covered by this report were not effective. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls system cannot provide absolute assurance that the
objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company are detected.
Changes
in Internal Control over Financial Reporting
There
has been no change since December 31, 2015 in our internal control over financial reporting identified in connection with the
evaluation of disclosures controls and procedures discussed above that occurred during the period ended June 30, 2016, or subsequent
to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.