ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Executive Overview
We have not recorded revenues for the past two fiscal years 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 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 June 30, 2017 we had $525 cash compared to $625
at December 31, 2016. At June 30, 2017 total liabilities increased to $231,920 compared to $216,993 at December 31, 2016. This
increase in total liabilities primarily represents an increase in notes payable, accrued interest and accounts payable for consulting
services and professional services provided by or paid for by a stockholder and third parties.
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 2017 or 2016. General and administrative
expense decreased to $8,200 for the six months ended June 30, 2017 (“2017 six month period”) compared to $8,473 for
the six months ended June 30, 2016 (“2016 six month period”). General and administrative expense decreased to $2,550
for the three months ended June 30, 2017 (“2017 second quarter”) compared to $2,973 for the three months ended June
30, 2016 (“2016 second quarter”).
Total other expense increased to $6,827 for the 2017 six month period
compared to $6,252 for the 2016 six month period and increased to $3,434 for the 2017 second quarter compared to $3,166 for the
2016 second quarter. Total other expense represents accrued interest related to notes payable.
Our net loss increased to $15,027 for the 2017 six month period
compared to $14,725 for the 2016 six month period and decreased to $5,984 for the 2017 second quarter compared to $6,139 for the
2016 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
At June 30, 2017 we recorded notes payable totaling $82,575 and
notes payable-related party of $91,625. All of the notes payable are non-collateralized, carry interest at 8% and are due on demand.
Total accrued interest as of June 30, 2017 on all notes payable was $47,220.
At June 30, 2017 accounts payable increased to $10,500. During the
2017 six month period a stockholder provided or paid for consulting services and professional services totaling $3,600.
As of June 30, 2017, 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.
Critical Accounting Policies
We qualify as an “emerging growth company” under the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely
on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will
not be required to:
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Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
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Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”
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Obtain shareholder approval of any golden parachute payments not previously approved; and
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Disclose certain executive compensation related items such as the correlation between executive compensation and performance
and comparisons of the Chief Executives compensation to median employee compensation.
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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.
We will remain an “emerging growth company” for up to
five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed
$1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed third fiscal quarter or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding three-year period.