General

This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal years ended September 30, 2022 and 2021. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our audited financial statements and the accompanying notes included elsewhere in this Form 10-K. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management's evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends that might appear should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this Form 10-K.





Overview

Operations. The Company has not conducted any substantial operations since May 24, 2010, the date on which AMI foreclosed on and took possession of all of the Company's then-existing operating entities other than those sold by the Company to an entity affiliated with Mr. King.

During the fiscal years ended September 30, 2013 and 2014, the Company's primary activities consisted of taking the steps necessary to reactivate its reporting obligations under Section 15(d) of the Exchange Act that had been suspended since 2011 (referred to as the Reactivation Actions). On December 17, 2014, the Company completed its Reactivation Actions and recommenced its reporting obligations under the Exchange Act. However, the Company was unsuccessful in its endeavor to identify and engage in a business combination with a potential target company or business following its Reactivation Actions and, as of the fiscal year ended September 30, 2016, the Company had expended substantially all of its available cash and was unable to secure any additional funds to finance its operations. As a result, the Company was dormant from such date through May 2020.

In May 2020, the Company determined that the business environment had sufficiently changed so that identifying a target and completing a business combination may be more likely than was previously the case. As part of this strategy, the Company determined to attempt to seek the financing necessary to prepare and file its Filing Updates and to again aggressively pursue an acquisition target. In order for the Company to finance the preparation and filing of such delinquent periodic reports with the Commission, Mr. Toomey, a principal shareholder, director and secretary of the Company, loaned the Company funds during the fiscal year ended 2020 and the first quarter of the 2021 fiscal year to finance such activities.

On March 2, 2022, the Company completed its Filing Updates with the Commission under the Exchange Act of all its delinquent periodic reports on Form 10-K for the fiscal years ended September 30, 2016 through 2021, as well as Forms 10-Q for the most recently completed fiscal year ended.

Following the completion of the Filing Updates, the Company engaged in the process of pursuing suitable private company candidates for a business combination with the goal of maximizing shareholder value. The Company was not been engaged in any business activities other than seek a business combination transaction.

Prior to completing the Filing Updates, the Company had entered into preliminary discussions regarding a potential business combination with Renovo. However, Company had only commenced preliminary discussions with the Renovo Group as of the date of the Filing Updates and had not entered into a letter of intent or other arrangements with Renovo. Further, the Company also was analyzing other available alternatives and financing arrangements. The Company undertook due diligence and continued discussions with Renovo through the end of the September 30, 2022 fiscal year.






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Financial Condition. We did not record revenues from operations during the fiscal years covered by our financial statements included in this Form 10-K and are not currently engaged in any business activities that provide cash flows. We do not expect to generate any revenues over the next 12 months, unless we enter into and complete a business combination transaction, such as the Merger transaction, during that period of time. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business. 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 have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

We have negative working capital, negative stockholders' equity and have not earned any revenues from operations since the fiscal year ended September 30, 2011. Because we have had no revenues from operations and do not own any significant assets against which we can borrow funds, we historically had relied on funds furnished by Mr. Toomey, a principal shareholder, director and secretary of the Company, in exchange for issuances of our convertible debt securities in order to finance our operations following our Reactivation Actions. However, Mr. Toomey temporarily ceased financing our operations at the end of our 2016 fiscal year end.

Following our determination that the business environment was once again favorable to pursue our strategy, Mr. Toomey again agreed to provide us with debt financing to recommence our operations. In order to fund our operations and proposed business activities through such time as we may consummate a merger or other business combination with a target company or business operation, we will need to continue to raise the required capital through the issuance of equity or debt securities or by other means. Although Mr. Toomey has provided us with additional debt financing since May 2020, we have no formal commitment that Mr. Toomey will continue to provide the Company with working capital sufficient until we consummate a merger or other business combination with a target company or business operation, and we anticipate that his willingness to provide additional financing will be dependent on our ability to demonstrate meaningful progress with our business strategy.

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.

Except as described in "Subsequent Developments" below, we have no specific plans, understandings or agreements with respect to the raising of any additional financings, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect (other than as described in "Subsequent Developments" below), our limited ability to raise funds to continue operations and to seek an acquisition may have a severely negative impact on our ability to become a viable company. Our historical operating results disclosed in this Form 10-K are not meaningful to our future results.





Results of Operations

Comparison of Years Ended September 30, 2022 and 2021

Revenues. Because we currently do not have any business operations, we have not had any revenues during our fiscal years ended September 30, 2022 and September 30, 2021.

Operating Expenses. We had operating expenses of $185,000 and $89,777 for the fiscal years ended September 30, 2022 and 2021, respectively. These expenses during the fiscal years ended September 30, 2022 and September 30, 2021 primarily consisted of payments associated with maintaining our corporate status and expenses were incurred in connection with our professional fees to prepare and file certain of our delinquent SEC filings in connection with the Filing Updates. During the fiscal years ended September 30, 2022, we also had $185,750 in expenses and professional fees incurred in connection with our due diligence of, and negotiations regarding a potential business combination with, the Renovo Group ("Renovo Related Fees"). The increase in such expenses for the fiscal year ended September 30, 2022 as compared to the same period ended September 30, 2021 primarily was due to such Renovo Related Fees.

Other Expenses. We had interest expenses of $6,327 and $6,899 for the fiscal years ended September 30, 2022 and 2021, respectively. The interest expenses in 2022 declined from those in 2021 due to reduced interest rates incurred on advances from related parties during 2022 as compared to 2021.






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Net Income (Loss). We recognized a net loss of $192,127 for the fiscal year ended September 30, 2022 as compared to a net loss of $96,676 for the fiscal year ended September 30, 2021. The increase in net loss was directly attributable to the payment of additional professional fees incurred in connection with the Filing Updates and the Renovo Related Fees incurred during the current fiscal year.

Liquidity and Capital Resources

As of September 30, 2022, we had limited available cash resources and we had a working capital deficit of $324,191. Our current liabilities were $324,437 at September 30, 2022 and $350,341 at September 30, 2021. Total assets decreased to $ 246 as of September 30, 2022 from $38,277 as of September 30, 2021 due primarily to the additional expenses associated with the Renovo Related Fees in the fiscal year ended September 30, 2022.

We had no material commitments for capital expenditures as of September 30, 2022 and 2021. However, if we are able to execute our business plan as anticipated in the future, including the consummation of the proposed Merger transaction with the Renovo Group described below and in "Item 1. Business - Recent Developments - Proposed Merger Transaction," we would likely incur substantial capital expenditures and require additional financing to fund such expenditures.

Following the completion of the Filing Updates, the Company borrowed $50,000 in aggregate principal amount from James K. Toomey, the Company's corporate secretary and a director, (the "Toomey Loan"). The Toomey Loan is evidenced by a consolidated promissory note, dated March 7, 2022, issued by the Company to Mr. Toomey (the "2022 Promissory Note"). The 2022 Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2024. The maturity date of the 2022 Promissory Notes will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the 2022 Promissory Note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the 2022 Promissory Note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The 2022 Promissory Note is not convertible into our common shares.

The proceeds of the Toomey Loan were used to pay outstanding amounts owed for professional services, to pay operating expenses, and to pursue the Company's acquisition strategy.

Because we do not have any revenues from operations, absent a merger or other business combination with an operating company or a public or private sale of our equity or debt securities, the occurrence of either of which cannot be assured, we will continue to be dependent upon future loans or equity investments from our present shareholders or management to fund operating shortfall and do not foresee a change in this situation in the immediate future. We will attempt to raise capital for our current operational needs through loans from related parties, debt financing, equity financing, or a combination of financing options. However, there are no existing undertakings, commitments, or agreements for any debt or equity financings and there is no assurance to that effect. Further, our need for capital may change dramatically if unknown claims or debts surface or if we acquire a business opportunity. There can be no assurances that any additional financings will be available to us on satisfactory terms and conditions, if at all. Unless we can obtain additional financing, our ability to continue as a going concern is doubtful.

Although Mr. Toomey has provided the necessary funds for the Company from time to time in the past, there is no existing commitment to provide additional capital and he is unlikely to fund the Company to pay for any claims made against the Company for substantial debts or other obligations. In such situation, there can be no assurance that we shall be able to receive additional financing, and if we are unable to receive sufficient additional financing upon acceptable terms, it is likely that our business would cease operations or, at the very least, cease to be a reporting Company under the Exchange Act.

However, in connection with the execution of the Merger Agreement as discussed in "-Subsequent Developments" below, Renovo provided the Company with a $200,000 loan to assist in the funding of ongoing operations pending the consummation of the proposed Merger transaction.






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Subsequent Developments

On October 28, 2022, the Company and Renovo entered into the Merger Agreement, as discussed in greater detail in "Item 1. Business - Recent Developments - Proposed Merger Transaction," pursuant to which Renovo will be merged with and into the Company, with the Company being the legal successor or surviving corporation in the Merger.

Pursuant to the terms of the Merger Agreement, Renovo loaned $200,000 in principal amount to the Company on October 28, 2022 (referred to as the Renovo Loan). The Renovo Loan is evidenced by a consolidated promissory note, dated October 28, 2022, issued by the Company to Renovo (referred to as the Renovo Promissory Note")

The Renovo Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 6% per annum and the note matures on October 28, 2024. No payments of principal or interest are due prior to the maturity date and on such date all such amounts are payable in full. The Company may prepay the amounts owed under the Renovo Promissory Note at any time without any prepayment penalties. In the event of a default by the Company under the Renovo Promissory Note, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable under the Renovo Promissory Note shall become immediately due and payable without notice, declaration, or other act on the part of the Renovo.

The proceeds of the Renovo Loan have been used to provide the funds necessary for the Company to continue operations and consummate the transactions contemplated by the Merger Agreement.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which requires management to make certain estimates and assumptions and apply judgments.

In its report dated December 30, 2022, our auditors, Accell Audit & Compliance P.A., expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We generated no operating revenues for the fiscal years ended September 30, 2022 and 2021, and at September 30, 2022, we had a stockholders' deficit of $524,191. Furthermore, at September 30, 2022 and 2021, we had an accumulated deficit of $4,894,498 and $4,702,371, respectively, and a working capital deficit of $324,191 at September 30, 2022. As a result of our working capital deficiency and anticipated operating costs for the next twelve months, we do not have sufficient funds available to sustain our operations for a reasonable period without additional financing. Our continuation as a going concern is therefore dependent upon future events, including our ability to close the proposed Merger transaction or raise additional capital and to generate positive cash flows.

We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the financial statements are prepared; actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies, which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.






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Income Taxes. Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are not unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

Net Income (Loss) Per Share. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities also include other convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method.





New Accounting Pronouncements

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see "Note 8: Recent Accounting Pronouncement" in Part II, Item 8 of this Form 10-K.

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