Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward
Looking Statements
This
section of this report includes a number of forward- looking statements that reflect our current views with respect to future
events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan
of Operations
We
are a “blank check” company currently in the process of seeking to acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. Our principal business objective for the next twelve (12) months and
beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
We
do not currently engage in any business activities that provide cash flow and the Company does not intend to engage in any types
of business activities that may provide cash flow for investigating and analyzing business combinations.
During
the next twelve (12) months we anticipate incurring costs related to:
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(i)
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filing
of Exchange Act reports, and
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(ii)
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consummating
an acquisition.
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At
this time, we are solely reliant on funding for cash flow and as such, have enough subscription receivable to maintain current
operations until the end of the second quarter of fiscal year 2016, at which point in time the Company would need to obtain new
funding agreements.
We
are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues
from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. The Company
has not commenced our efforts to locate a merger candidate and will not do so until it clears all comments with the SEC and FINRA.
Our 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.
We
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. 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
sole officer and director has 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.
We
anticipate that the selection of a business combination 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 companies with no capital and/or 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.
Results
of Operations
Three
Months Ended March 31, 2016 compared to March 31, 2015
Revenues
We
did not have any revenues for the three months ended March 31, 2016 and 2015, respectively.
Consulting
Expenses
We
recognized consulting expenses in the amount of $10,500 and $nil for the three months ended March 31, 2016 and 2015, respectively.
The increase was a result of amounts owed to our executive officer for services provided to the Company.
General
and Administrative Expenses
We
recognized general and administrative expenses in the amount of $8,249 and $31,138 for the three months ended March 31, 2016 and
2015, respectively. The decrease is a result of reduced professional fees.
Gain
on Settlement of Accounts Payable
During
the three months end March 31, 2016 a professional forgave fees of $12,500.
Net
Loss
We
incurred a net loss of $8,007 for the three months ended March 31, 2016, as compared to $43,866 for the comparable period of 2015.
The decrease in the net loss was primarily the result of the operations of WeedWeb, mainly employee cost in 2015.
Nine
Months Ended March 31, 2016 compared to the Nine Months Ended March 31, 2015
Revenues
We
did not have any revenues for the nine months ended March 31, 2016 and 2015, respectively.
Consulting
Expenses
We
recognized consulting expenses in the amount of $42,000 and $nil for the nine months ended March 31, 2016 and 2015, respectively.
The increase was a result of amounts owed to our executive officer for services provided to the Company.
General
and Administrative Expenses
We
recognized general and administrative expenses in the amount of $61,029 and $68,701 for the nine months ended March 31, 2016 and
2015, respectively. The decrease for the nine months ended was due to reduced professional fees.
Gain
on Settlement of Accounts Payable
During
the three months end March 31, 2016 a professional forgave fees of $12,500.
Net
Loss
We
incurred a net loss of $94,276 for the nine months ended March 31, 2016, as compared to $242,275 for the comparable period of
2015. The decrease in the net loss was primarily the result of the operations of WeedWeb, being discontinued.
Liquidity
and Capital Resources
As
of March 31, 2016, we had $25,032 of cash on hand. We intend to rely upon the remaining balance of our subscription receivable,
to fund administrative expenses pending acquisition of an operating company.
The
Company has sustained operating losses and cash used in operating activities since inception, and as of March 31, 2016, the Company
has a working capital deficit of $151,066. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. The Company’s continuation is dependent on its ability to generate sufficient cash flows from operations
to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.
Management
is working to begin principal revenue generating operations; however, it may not be able to do so within the next fiscal year.
Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s
equity securities, which may not be available on commercially reasonable terms, if at all. If such financing is not available
on satisfactory terms, we may be unable to continue our exploration stage business as desired and operating results will be adversely
affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders.
Debt
financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve
restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership
of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to
those of the holders of our common stock.
On
September 1, 2014, we entered into a Funding Agreement with Craigstone Ltd. (“Craigstone”), pursuant to which Craigstone
agreed to purchase an aggregate of 2,500,000 shares of our common stock for $0.10 per share, for a total purchase price of $250,000,
and a warrant to acquire 500,000 shares of our common stock for $0.20 per share. To date, the Company has received an aggregate
of $213,193 under this agreement with Craigstone, of which $45,000 was provided in 2014 in the form of an advance payable on demand
and recorded a stock subscription receivable of $36,807.
On
September 8, 2014, we entered into a Funding Agreement with Gotama Capital, S.A. (“Gotama”) pursuant to which Gotama
purchased an aggregate of 250,000 shares of our common stock for $0.10 per share, for a total purchase price of $25,000.
On
November 14, 2014, the Company entered into a promissory note in the amount of $15,000. The note is unsecured, due on May 14,
2015 and is non interesting bearing. As of March 31, 2016, the note was past due and is due on demand and the outstanding principal
balance was $15,000.
On
September 1, 2015, the Company issued a promissory note to Craigstone in the principal amount of $15,000, bearing interest at
the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the
outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest
on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy
and sale. As of March 31, 2016, the outstanding principal balance was $15,000.
On
November 10, 2015, the Company issued a promissory note to Craigstone in the principal amount of $15,000, bearing interest at
the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the
outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest
on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy
and sale. As of March 31, 2016, the outstanding principal balance was $15,000.
On
March 2, 2016, the Company issued a promissory note to Craigstone in the amount of $30,000. The note is unsecured, due on March
2, 2017 and bears interest at a rate of 8% per annum. The Company may prepay any or all of the outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of March 31, 2016,
the outstanding principal balance was $30,000.
On
March 30, 2016, the Company received $25,000 from Craigstone. On April 6, 2016, the Company formalized the loan and issued a promissory
note to Craigstone in the amount of $25,000. The note is unsecured, due on April 6, 2017 and bears interest at a rate of 8% per
annum. As of March 31, 2016, the outstanding principal balance was $25,000.
We
will require additional capital to finance the growth of the Company’s current and expected future operations, as well as
to achieve its strategic objectives. Management believes that actions presently being taken to obtain additional funding and implement
its strategic plans provide the opportunity for us to continue as a going concern.
Management
anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements,
mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the
use of one or more internet sites and similar methods. No estimate can be made as to the number of persons who will be contacted
or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist
in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses
for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination
occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
The
Company may enter into agreements with other consultants to assist in locating a target company and may share stock received by
it or cash resulting from the sale of its securities with such other consultants.
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For the Nine Months
Ended
March 31,
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2016
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2015
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Net cash used in operating activities
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$
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(56,968
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)
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$
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(235,814
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)
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Net cash used in investing activities
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$
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-
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$
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(1,828
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)
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Net cash provided by financing activities
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$
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85,000
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$
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220,000
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Net
cash used in operations was $56,968 for the nine months ended March 31, 2016 compared to $235,814 for the nine months ended March
31, 2015. This decrease was primarily attributable to operations of WeedWeb.
Net
cash used in investing activities was $0 and $1,828 for the nine months ended March 31, 2016 and 2015, respectively. This decrease
was primarily attributable to the no purchase of fixed assets.
New
cash flows provided by financing activities for the nine months ended March 31, 2016 were $85,000, compared to $220,000 for the
nine months ended March 31, 2015. This decrease was primarily attributable to the sale of common stock, from our two funding agreements
in 2014.
Off
Balance Sheet Arrangements
We
have no off balance sheet arrangements.
Going
Concern
We
anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this
time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common
stock or through loans from our directors to meet our obligations over the next twelve months. We do not have any arrangements
in place for any future debt or equity financing.
Recent
Accounting Pronouncements
Recent
accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not
believed by the Company management, to have a material impact on the Company’s present or future financial statements.
In
June 2014, the FASB issued ASU 2014-10, “Development Stage Entities”. The amendments in this update remove the definition
of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between
development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements
for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder
equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development
stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively.
The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial
reporting requirements from the Company. The company elected early adoption of ASU 2014-10.
No
other accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are
not believed by the Company management, to have a material impact on the Company’s present or future financial statements.