Overview
We are currently a "shell company" with no meaningful assets or operations other than our efforts to identify and merge with an operating company.
Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a "blank check" company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
We are in active discussions with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.
Effective as of
On
Pursuant to the Share Exchange Agreement, on
From
13
As a result of the consummation of the above merger on
Effective July15, 2020, we engaged in a one for twenty reverse stock split of our common stock whereby each twenty shares of common stock were reduced into one share of common stock with fractional shares rounded to one whole share. All descriptions of securities issuances occurring prior to such reverse stock split are provided on a pre-reverse and post-reverse basis.
On
Limited Operating History; Need for
We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.
There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the next 12 months.
We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.
Going Concern
Our consolidated financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. As
of
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.
14 Results of Operations
For The Three Months Ended
The following table sets forth selected financial information from our statements of comprehensive loss for the three months endedMarch 31, 2021 and 2020: For the three months Ended March 31, 2021 2020 Net Revenue $ - $ - Total Operating Expenses 17,194 13,119 Net Loss$ (17,194 ) $ (13,119 ) Revenues
The Company did not commence operations and did not generate any revenues for
the three months ended
Operating Expenses
Operating expenses for the three months ended
Net Loss
As a result of the above factors, the Company incurred a net loss of
Foreign Currency Translation Gain (Loss)
The Company had
Liquidity and Capital Resources
The following summarizes the key component of our cash flows for the three
months ended
For the Three Months Ended March 31, 2021 2020 Net cash used in operating activities$ (9,102 ) $ (3,344 ) Net cash provided by financing activities 9,105 4,712 Net (decrease) increase in cash and cash equivalents $ (53 )$ 1,338
Net cash used in operating activities was
Net cash provided by financing activities was
15 Working Capital:
As of
Going Concern
We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment.
Our financial statements and accompanying notes have been prepared in accordance
with
Use of estimates
The preparation of the financial statements in conformity with
Income Taxes
We account for income taxes as outlined in ASC 740, "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated 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 in effect for the year in which those temporary differences are expected to be recovered or settled.
Loss per Share Calculation
We comply with accounting and disclosure requirements of ASC 260, "Earnings Per
Share." Net loss per common share is computed by dividing net loss applicable to
common stockholders by the weighted average number of common shares outstanding
for the period. For the three months ended
Fair values of financial instruments
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - quoted prices in active markets for identical assets or liabilities. 16 Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable
There were no assets or liabilities measured at fair value on a recurring basis
subject to the disclosure requirements of ASC 820 as of
Recent Accounting Pronouncements
Management has evaluated all the recently issued accounting pronouncements and does not believe that they will have a material effect on the Company's financial position and results of operations.
Off-balance Sheet Arrangements
As of
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