FORWARD LOOKING STATEMENT
This quarterly report contains forward-looking statements. These statements
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. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of
Our unaudited financial statements are stated in
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean
General Overview
Our company was formed on
We are a
Our Current Business
We are currently a company with no operations. To sustain our company's operation, our board is currently seeking investment opportunities.
At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a business opportunity, or whether the opportunity's operations will be profitable.
If we are unable to secure adequate capital to continue our business, our shareholders will lose some or all of their investment and our business will likely fail.
7
--------------------------------------------------------------------------------
Results of Operations
Three Months Ended
We had a net loss of
The following table summarizes key items of comparison and their related
decrease for the three months ended
Increase (Decrease) Three Months Ended Three Months Ended 2020 from March 31, 2020 March 31, 2019 2019 Revenue $ - $ - $ - Selling, general and administrative expenses 18,407 31,398 (12,991 ) Loss from operations (18,407 ) (31,398 ) (12,991 ) Interest expense (80,023 ) (79,473 ) 550 Net loss $ (98,430 ) $ (110,871 )$ (12,441 ) Revenue
We have not earned any revenues during the three months ended
Liquidity and Capital Resources
As of
Working Capital At At March 31, December 31, 2020 2019 Current assets$ 510 $ 510 Current liabilities 5,798,452 5,700,022 Working capital$ (5,797,942 ) $ (5,699,512 )
We anticipate generating losses and, therefore, may be unable to continue operations further in the future.
Financial Condition Increase Three Months Ended (Decrease) March 31, 2020 from 2020 2019 2019
Net cash used in operating activities $ - $ - $ - Net cash provided by financing activities -
- -
Net decrease in cash during period $ - $ - $ - Cash balance at end of period
- - Operating Activities
Net cash used in operating activities during the three months ended
8
--------------------------------------------------------------------------------
Financing Activities
Cash provided by financing activities during the three months ended
To date we have relied on proceeds from the sale of our shares and on loans from officers and directors, related companies and an independent third party in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our officers and directors, related companies or the independent third party will provide us with any future loans. We intend to use debt to cover the anticipated negative cash flows until we can operate at a break-even cash flow mode. We may seek additional capital to fund potential costs associated with possible expansion and/or acquisitions. We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources. Stockholders should assume that any additional funding will likely be dilutive.
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Future Financings
We anticipate continuing to rely on loans from a related company. We may obtain funding through equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Off-Balance Sheet Arrangements
We have no 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, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations
are based upon financial statements which have been prepared in accordance with
generally accepted accounting principles in
We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
RELATED PARTY TRANSACTIONS
A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
FAIR VALUE OF FINANCIAL INSTRUMENTS
For certain of the Company's financial instruments, including prepaid expenses and accrued liabilities, the carrying amounts approximate fair values due to their short maturities.
9
--------------------------------------------------------------------------------
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of amounts due to related parties and lease and management arrangement with related parties, if any, due to their related party nature.
INCOME TAXES
The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
Going Concern
We remain dependent on outside sources of funding for the continuation of our
operations. Our independent registered public accounting firm issued a going
concern qualification in its report dated
During the three months ended
During the three months ended
Three Months Ended March 31, 2020 2019 Net loss$ (98,430 ) $ (110,871 ) Negative working capital (5,797,942 ) (5,407,045 ) Stockholders' deficit (5,797,942 ) (5,407,045 )
These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.
© Edgar Online, source