The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes and the discussions under "Application of Critical Accounting Policies," which describes key estimates and assumptions we make in the preparation of our financial statements.

RESULTS OF OPERATIONS

We had a net loss of $409,639 for the year ended December 31, 2020, which was $6,301 higher than the net loss of $403,338 for the year ended December 31, 2019. The change in our results over the two periods is mainly a result of an increase in selling, general and administrative expenses.

The following table summarizes key items of comparison and their related increase for the years ended December 31, 2020 and 2019:




                                                                              Increase
                                             2020            2019          2020 from 2019
Revenue                                   $         -     $         -     $              -
Selling, general and administrative
expenses                                       88,449          82,698                5,751

Loss from operations                          (88,449 )       (82,698 )             (5,751 )

Interest expense                             (321,190 )      (320,640 )               (550 )
Net loss                                  $  (409,639 )   $  (403,338 )   $         (6,301 )





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Revenue

We did not earn any revenues during the years ended December 31, 2020 or 2019.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2020, our cash and cash equivalents were $0; total current liabilities were $6,110,290 and total stockholders' deficit was $6,109,151




Working Capital


                           At                At
                      December 31,      December 31,
                          2020              2019
Current assets        $       1,139     $         510
Current liabilities       6,110,290         5,700,022
Working capital       $  (6,109,151 )   $  (5,699,512 )

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.




FINANCIAL CONDITION


                                                                 Increase (Decrease)
                                            2020      2019         2020 from 2019
Net cash (used in) operating activities     $   -     $   -     $                   -

Net cash provided by financing activities       -         -                         -
Net increase (decrease) in cash             $   -     $   -     $                   -
Cash balance at end of period               $   -     $   -



Operating Activities.

We had no cash used in operating activities during the years ended December 31, 2020 and 2019.




Financing Activities.


We had no cash provided by financing activities during the years ended December 31, 2020 and 2019.

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.

Information regarding our outstanding accrued liabilities, note payable and related party transactions are included in the footnotes to the audited financial statements included under "Item 8. Financial Statements and Supplementary Data", under notes: "3. Accrued Liabilities"; "4. Note Payable"; and "5. Related Party Transactions".






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FORECAST

As described above under "Business", our management is seeking potential merger or acquisition candidates. In December 2020, coronavirus (COVID-19) is continuing to spread throughout of the world, including the United States. The outbreak of the coronavirus has resulted in a widespread health crisis and has adversely affected the economies and financial markets worldwide, business operations and the conduct of commerce generally. In particular, the global capital markets are experiencing and may continue to experience periods of disruption and instability, which could be prolonged, and which could materially and adversely impact the broader financial and credit markets. Such disruption could have a material adverse effect on our ability to raise additional funds, which in turn could impact our ability to operate as a going concern beyond the next twelve months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a 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, and these differences may be material.

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.

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 continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report contained herein regarding substantial doubt about our ability to continue as a going concern.






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During the years ended December 31, 2020 and 2019, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from related parties and independent third parties. We experienced negative financial results as follows:




                               2020             2019
Net loss                   $   (409,639 )   $   (403,338 )
Negative working capital     (6,109,151 )     (5,699,512 )
Stockholders' deficit        (6,109,151 )     (5,699,512 )


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.

Our current operations are primarily funded by Logicquest Technology Limited, a company controlled by the Company's Chief Financial Officer, Mr. Cheng Yew Siong.

These steps have provided us with the cash flows to continue our business, but have not resulted in significant improvement in our financial position. We are considering alternatives to address our cash flow situation that include:




·          Raising capital through additional sale of our common stock and/or
           debt securities.
·          Reducing cash operating expenses to levels that are in line with
           current revenues.


These alternatives could result in substantial dilution of existing stockholders. There can be no assurance that our current financial position can be improved, that we can raise additional working capital or that we can achieve positive cash flows from operations. Our long-term viability as a going concern is dependent upon the following:




·          Our ability to locate sources of debt or equity funding to meet
           current commitments and near-term future requirements.
·          Our ability to achieve profitability and ultimately generate
           sufficient cash flow from operations to sustain our continuing
           operations.

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