|
Item
1.
|
Financial
Statements.
|
SOLLENSYS
CORP.
(Unaudited)
Balance Sheets
|
|
June 30,
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
Total assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
-
|
|
|
$
|
31,429
|
|
Advance from stockholder
|
|
|
-
|
|
|
|
54,342
|
|
Loans payable related party
|
|
|
38,518
|
|
|
|
26,100
|
|
Total current liabilities
|
|
|
38,518
|
|
|
|
111,871
|
|
Total liabilities
|
|
|
38,518
|
|
|
|
111,871
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized,
no shares issued and outstanding as of June 30, 2020, and March 31, 2020
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 502,075,402 issued and outstanding as of June 30, 2020 and March 31, 2020, respectively
|
|
|
502,075
|
|
|
|
502,075
|
|
Retained earnings deficit
|
|
|
(540,593
|
)
|
|
|
(613,946
|
)
|
Total stockholders’ equity(deficit)
|
|
|
(38,518
|
)
|
|
|
(111,871
|
)
|
Total liabilities and equity
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
SOLLENSYS CORP.
(Unaudited)
Statements of Operations
|
|
Three months
|
|
|
Three months
|
|
|
|
ended
|
|
|
ended
|
|
|
|
June 30,
2020
|
|
|
June 30,
2019
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
General and administrative -related party
|
|
$
|
12,418
|
|
|
$
|
-
|
|
Total operating expenses
|
|
|
12,418
|
|
|
|
-
|
|
Income loss from operations
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
Gain on the extinguishment of debt
|
|
|
85,771
|
|
|
|
-
|
|
Total other income (expense)
|
|
|
85,771
|
|
|
|
-
|
|
Income (loss) before income taxes
|
|
|
73,353
|
|
|
|
-
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
Net income (loss)
|
|
$
|
73,353
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per common share
|
|
$
|
0.00
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
502,075,402
|
|
|
|
502,075,402
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
SOLLENSYS CORP.
(Unaudited) Statements of Changes
in Stockholder’s Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
Total
|
|
|
|
Preferred Stock Series A
|
|
|
Common stock
|
|
|
Earnings
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
(Deficit)
|
|
|
Equity
|
|
March 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
502,075,402
|
|
|
$
|
502,075
|
|
|
$
|
(587,846
|
)
|
|
$
|
(85,771
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
502,075,402
|
|
|
$
|
502,075
|
|
|
$
|
(587,846
|
)
|
|
$
|
(85,771
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
502,075,402
|
|
|
$
|
502,075
|
|
|
|
(613,946
|
)
|
|
$
|
(111,871
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,353
|
|
|
|
73,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
502,075,402
|
|
|
$
|
502,075
|
|
|
$
|
(540,593
|
)
|
|
$
|
(38,518
|
)
|
The accompanying notes are an integral part
of the consolidated financial statements.
SOLLENSYS CORP.
(Unaudited) Statements
of Cash Flows
|
|
Three months
|
|
|
Three months
|
|
|
|
ended
|
|
|
ended
|
|
|
|
June 30,
2020
|
|
|
June 30,
2019
|
|
|
|
|
|
|
|
|
Cash flows from operating activities of continuing operations:
|
|
|
|
|
|
|
Net loss
|
|
$
|
73,353
|
|
|
$
|
-
|
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
|
|
|
Gain on the extinguishment of debt
|
|
|
(85,771
|
)
|
|
|
-
|
|
Net cash (used in) operating activities
|
|
|
(12,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Related party loan
|
|
|
12,418
|
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
12,418
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
Cash and cash equivalents at beginning of period
|
|
|
-
|
|
|
|
-
|
|
Cash and cash equivalents at end of period
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
SOLLENSYS
CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2020
AND JUNE 30, 2019
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Sollensys
Corp. (“Sollensys” or the “Company”), was formerly a development stage company, incorporated on September
29, 2010, under the laws of the State of Nevada. Initial plans included organization and incorporation, target market identification,
marketing plans, and capital formation. A substantial portion of the Company’s efforts involved developing a business plan
and establishing contacts and visibility in the marketplace. The Company has not generated any revenues since inception. Effective
July 30, 2012, the holder of 3,000,000 shares, or approximately 79.8% of Sollensys Corporation, (the “Company”) then
outstanding voting securities, executed a written consent in accordance with Section 78.320 of the NRS, approving the amendment
to the Articles of Incorporation to change the Company’s name to Sollensys Corp. and increase the common shares authorized
to 1,500,000,000 and increase the preferred shares authorized to 25,000,000, and to split each outstanding share of common stock
into 131.69 shares of common stock.
The
Company had been dormant since September 30, 2012.
On
December 27, 2019, the Eighth Judicial District Court of Clark County Nevada, pursuant to Case number A-19-805633-B appointed
Custodian Ventures, LLC as the custodian of Sollensys Corp. David Lazar, who controls Custodian Ventures was subsequently named
the only interim officer and director of the Company and is considered a related party for the purpose financial statement presentation.
On
June 16, 2020, Custodian Ventures filed a motion with the Eighth Judicial District Court of Clark County, Nevada to move the
court for an order concluding and terminating the custodianship of the Company.
The
Company’s accounting year-end is March 31.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”)
“FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements
in conformity with generally accepted accounting principles (“GAAP”) in the United States.
Management’s
Representation of Interim Financial Statements
The
accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules
and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included
in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)
have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate
to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which
in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments
are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated
financial statements should be read in conjunction with the audited consolidated financial statements at March 31, 2020, and 2019,
as presented in the Company’s Annual Report on Form 10-K filed on April 29, 2020, with the SEC.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following
the date of these financial statements. The Company has incurred significant operating losses since inception. As of June 30,
2020, the Company had a working capital deficit of $38,518 and negative shareholders’ equity of $38,518.
Because
the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this
raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to
raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital
through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital
through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue
to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common
stock to maximize working capital, and intends to continue this practice where feasible.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies.
The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed
to be reasonable given the quality of information available as of the date of these financial statements. The results of these
assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. Actual results could differ from these estimates.
Revenue
Recognition
We
have not generated any revenue since inception.
On
January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with
Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As
of and for the year ended March 31, 2020, the financial statements were not materially impacted as a result of the application
of Topic 606 compared to Topic 605.
Cash
and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On June 30, 2020, and March 31, 2020, the Company’s cash equivalents totaled $0 and $0 respectively.
Income
taxes
The
Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for
Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts
or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability
under audit.
Stock-based
Compensation
The
Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of
the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity
to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required
to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost
is recognized for equity instruments for which employees do not render the requisite service.
Net
Loss per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as
defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”)
calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during
the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number
of common shares and dilutive common share equivalents outstanding.
Recent
Accounting Pronouncements
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model
for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating
leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB
issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB
issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU
2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease
standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective
date and transition requirements as the new lease standard.
We
adopted ASC 842 on January 1, 2019. The adoption of this guidance did not have any impact on our financial statements.
NOTE
3 – LOANS PAYABLE RELATED PARTY
As
of June 30, 2020, and March 31, 2020, the balances of loans payable related party were $38,518 and $26,100 respectively. These
balances reflect operating expenses of the Company which have been funded by the Company’s Court-appointed custodian in
the form of interest-free demand loans.
NOTE
4 – ACCRUED EXPENSES AND ADVANCE FORM STOCKHOLDERS
As of June 30, 2020, the balances of “accrued
expenses” and “advance from stockholder” were $-0- and $-0-, respectively, compared to $31,429 and $54,342, respectively,
at March 31, 2020. During the three months ended June 30, 2020, the Company determined that the statute of limitations per Nevada
law for any claims to be made relating to liabilities that had been recorded on the Company’s books and records dating back
to 2013 and prior. As a result, the Company determined it no longer had any liability for accrued expenses or an advance to shareholder
and recorded “other income” as a gain on the extinguishment of debt of $85,771 on its statements of operations for
the period ended June 30, 2020.
NOTE
5 – STOCKHOLDERS EQUITY
Preferred
Stock Series A
On
March 21, 2020, the Company filed a Certificate of Designation to authorize 10,000,000 shares of Series A Preferred Stock (“Series
A”). Among other rights, the holders of Series A preferred shares shall have the right to convert each share of Series A
into one share of common stock at a conversion price of $0.0002. There were no Series A shares issued and outstanding as of June
30, 2020.
Common
Stock
The
Company has authorized 1,500,000,000 shares of $0.001 common stock. As of June 30, 2020, and March 31, 2020, respectively, there
were 502,075,402 shares issued and outstanding.
NOTE
6 – COMMITMENTS AND CONTINGENCIES
The
Company did not have any contractual commitments as of June 30, 2020, and March 31, 2020
NOTE
7 – SUBSEQUENT EVENTS
In
accordance with ASC 855-10 management has evaluated subsequent events from June 30, 2020, through the date the financial
statements were available to be issued and has determined that there are no items requiring disclosure.
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
|
As
used in this Form 10-Q, references to “Sollensys”,” the “Company,” “we,” “our”
or “us” refer to Sollensys Corp. and subsidiaries unless the context otherwise indicates.
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q
(the “Report”). This Report contains forward-looking statements which relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein. We assume no obligation to update forward-looking
statements, except as otherwise required under the applicable federal securities laws.
Plan
of Operation
Sollensys
Corp. (“Sollensys” or the “Company”), was formerly a development stage company, incorporated on September
29, 2010, under the laws of the State of Nevada. Initial included organization and incorporation, target market identification,
marketing plans, and capital formation. A substantial portion of the Company’s efforts were involved in developing a business
plan and establishing contacts and visibility in the marketplace. The Company has not generated any revenues since inception.
Effective July 30, 2012, the holder of 3,000,000 shares, or approximately 79.8% of Sollensys Corporation, (the “Company”)
then outstanding voting securities, executed a written consent under Section 78.320 of the NRS, approving the amendment to the
Articles of Incorporation to change the Company’s name to Sollensys Corp. and increase the common shares authorized to 1,500,000,000
and increase the preferred shares authorized to 25,000,000, and to split each outstanding share of common stock into 131.69 shares
of common stock.
The
Company has been dormant since September 30, 2012.
On
December 27, 2019, the Eighth Judicial District Court of Clark County Nevada, pursuant to Case Number A-19-805633-B appointed
Custodian Ventures, LLC as the custodian of Sollensys Corp. David Lazar, who controls Custodian Ventures was subsequently named
the only interim officer and director of the Company and is considered a related party for financial statement presentation
OVERVIEW
AND HISTORY
We
had intended to become a health-related online directory, linking over fifty advertisers who provide various medical services.
This online portal would generate a commission on everything sold based on its products and services It was intended to provide
the following services:
|
●
|
Men’s Health
|
|
|
|
|
●
|
Women’s Health
|
|
|
|
|
●
|
Anti-Aging
|
|
|
|
|
●
|
General Health
|
|
|
|
|
●
|
Live 1-on-1 chats with Doctors
|
|
|
|
|
●
|
Sexual Health
|
|
|
|
|
●
|
Herbal Supplements
|
|
|
|
|
●
|
Nutritional Supplements
|
|
|
|
|
●
|
Pharmacy
|
Business
Strategy and Objectives
Our
automated online health directory was intended to allow customers to advertise through the Company’s website while keeping
track of all sales generated through our directory.
CURRENT
PLAN OF OPERATION
We
have been dormant since September 2013. As of the date of this Report, we intend to engage in what we believe to be synergistic
acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances
we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous things will need to
occur to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will
occur, or if they do occur, that we will be successful in fully implementing our plan.
Management
will seek out and evaluate businesses for acquisition. The integrity and reputation of any potential acquisition candidate will
first be thoroughly reviewed to ensure it meets with management’s standards. Once targeted as a potential acquisition candidate,
we will enter into negotiations with the potential candidate and commence due diligence evaluation, including its financial statements,
cash flow, debt, location and other material aspects of the candidate’s business. If we are successful in our attempts to
acquire a company or companies utilizing our securities as part or all of the consideration to be paid, our current shareholders
will incur dilution.
In
implementing a structure for a particular acquisition, we may become a party to a merger, consolidation, reorganization, joint
venture, asset purchase, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an
existing business. Upon the consummation of a transaction, likely, our present interim management and shareholders will no longer
be in control of our Company.
We
will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by
all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which
must be satisfied by each of the parties before and after such closing, will outline the manner of bearing costs, including costs
associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
We
believe there are certain perceived benefits to being a public company whose securities are publicly traded, including the following:
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increased visibility in the financial community;
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greater ease in raising capital;
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compensation of key employees through stock
options for which there may be a market valuation; and
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enhanced corporate image.
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There
are also certain perceived disadvantages to being a trading company including the following:
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required publication of corporate information;
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required filings of periodic reports with the
Securities and Exchange Commission.
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Business
entities, if any, which may be interested in a combination with us may include the following:
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a company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or businesses;
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a company which is unable to find an underwriter
of its securities or is unable to find an underwriter of securities on terms acceptable to it;
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a company which wishes to become public with
less dilution of its securities than would occur upon an underwriting;
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a company which believes that it will be able
to obtain investment capital on more favorable terms after it has become public;
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a foreign company which may wish an initial
entry into the United States securities market;
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a special situation company, such as a company
seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
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a company seeking one or more of the other perceived
benefits of becoming a public company.
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A
business combination with a private company will normally involve the transfer to the private company of the majority of the issued
and outstanding common stock of the Company. and the substitution by the private company of its own management and board of directors.
The
proposed business activities described herein classify us as a “shell” company. The Securities and Exchange Commission
and certain states have enacted statutes, rules, and regulations regarding the sales of securities of shell companies, as well
as limitations on a shareholder’s ability to sell their “restricted” securities. Rule 144 is not available to
a shareholder of a shell company unless and until the Company files a registration statement with the SEC that includes certain
specific information about existing business operations of a registrant and thereafter must wait an additional one year to take
advantage of that exemption from registration.
Rule
12b-2 of the 34 Act defines a shell company as a company that has:
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(1)
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No
or nominal operations; and
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(2)
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Either:
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(i)
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No
or nominal assets;
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(ii)
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Assets
consisting solely of cash and cash equivalents; or
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(iii)
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Assets
consisting of any amount of cash and cash equivalents and nominal other assets.
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We
will continue to file all reports required of us under the Exchange Act until a business combination has occurred, or we organically
build our business from the cash raised from investors. A business combination will normally result in a change in the control
and management of our Company. Since a principal benefit of a business combination with us would normally be considered our status
as a reporting company, it is anticipated that we will continue to file reports under the Exchange Act following a business combination.
No assurance can be given that this will occur or, if it does, for how long.
Critical
Accounting Policies and Estimates
Critical
accounting estimates – The discussion and analysis of our financial condition and results of operations are based
upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate
our estimates based on historical experience and on 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 may differ from these estimates under different assumptions or conditions.
Stock-based
Compensation – We account for stock-based compensation using the fair value method following the guidance outlined
in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires
a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee
is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation
cost is recognized for equity instruments for which employees do not render the requisite service.
Recent
Accounting Pronouncements
On
January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers
(“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of
and for the year ended June 30, 2018, our financial statements were not materially impacted as a result of the application of
Topic 606 compared to Topic 605.
Results
of Operations
The
following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In
connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and
elsewhere in this Report and any other statement made by, or on our behalf, whether or not in future filings with the Securities
and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, concerning future business decisions, are subject to change. These uncertainties
and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking
statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
The
Company is currently dormant. See Plan of Operation in Item 1
GOING
CONCERN
Our
financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues
or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues for the immediate future. See “Part II, Item 8, Financial Statements and Supplementary
Data.”
LIQUIDITY
AND CAPITAL RESOURCES
We
have no revenue-producing operations or other sources of income as of the date of this Report, nor have we had any revenue since
inception. See “Plan of Operation” above herein for an explanation of our current business activities.
It
is our current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that
these events will be satisfactorily completed or at terms acceptable to us. Any issuance of equity securities, if accomplished,
could cause substantial dilution to existing stockholders. Any failure by us to successfully implement these plans would have
a material adverse effect on our business, including the possible inability to continue operations.
All
funds to maintain operations has been provided by our Court-appointed custodian.
Contractual
Obligations
As
a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
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.