The following discussion of the Company's historical performance and financial
condition should be read together with the financial statements and related
notes in "Item 1. Financial Statements" of this Report. This discussion contains
forward-looking statements based on the views and beliefs of our management, as
well as assumptions and estimates made by our management. These statements by
their nature are subject to risks and uncertainties and are influenced by
various factors. As a consequence, actual results may differ materially from
those in the forward-looking statements. See "Item 1A. Risk Factors" of this
report for the discussion of risk factors.
Plan of Operations
We had working capital of <$114,965> as of September 30, 2021. We anticipate the
need for additional funding in order to continue our operations at their current
levels, and to pay the costs associated with being a public company. As
announced on April 7, 2021, we may also require additional funding in the future
to expand or complete acquisitions. In the event we require additional funding,
we plan to raise that through the sale of debt or equity, which may not be
available on favorable terms, if at all, and may, if sold, cause significant
dilution to existing stockholders. If we are unable to access additional capital
moving forward, it may hurt our ability to grow and to generate future revenues.
We reiterate that the Company's business plan changed significantly and
materially in April 2021, during the period for which the financial statements
presented hereby cover. As a result, these results do not represent the
Company's potential results in the future.
RESULTS OF OPERATIONS
Results of Operations for the Nine months ended September 30, 2021, compared to
the Nine months Ended September 30, 2020
We had no revenue for the nine months ended September 30, 2021, compared with
$6,750 for the nine months ended September 30, 2020. The decrease in revenue was
the result of a change in business model in 2021 as Wookey sold the controlling
shares to Phoenixus.
Our operating expenses for the nine months ended September 30, 2021, were
$113,995 which consisted of $67,180 for legal and professional fees and general
and administrative expenses of $46,815. For the nine months ended September 20,
2020 operating expenses were $121,478 which consisted of $3,757 for amortization
of intangibles, legal and professional fees of $53,249, and general and
administrative expenses of $64,472. The majority of legal and professional fees
following the acquisition by Phoenixus were related to the previously
contemplated merger with SevenScore and costs associated with due diligence in
evaluating certain assets. The decrease in general and administrative expenses
in 2021 is because the expense for 1 million shares granted to Gary Allen in
2020 was nonrecurring.
When 1 million shares of stock which had been granted to Gary Allen in 2020 were
cancelled and returned to the company in connection with the sale to Phoenixus
in 2021, the previous expense of $59,600 was reversed and recorded as Other
Income. Additionally, the forgiveness by Wookey Project Corp & Wookey Search
Technologies Corporation of $49,423 which had previously been recorded as Due to
Related Party has also been recorded in Other Income for 2021.
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The Company had a net loss of $4,972 for the nine months ended September 30,
2021, compared to net loss of $116,956 for the nine months ended September 30,
2020. The decrease in net loss is primarily because the expense for granting
stock to Gary Allen in 2020 was reversed in April of 2021 when those shares were
returned and cancelled in connection with the sale of Regnum to Phoenixus.
Additionally, amounts paid in 2020 on behalf of Regnum by Wookey Project Corp &
Wookey Search Technologies Corporation, both related parties, were forgiven upon
sale of Regnum to Phoenixus in April of 2021.
Liquidity and Capital Resources
The Company's cash position was $0 on September 30, 2021, and on September 30,
2020. For nine months ended September 30, 2021, the company's cash needs were
met via payments made on its behalf by Wookey Project Corp, and SevenScore which
are related parties of the company and were recorded as accounts payable -
related party. Upon the sale of the Company to Phoenixus, Wookey forgave the
amounts paid on behalf of the Company and those liabilities were removed from
the Company's accounting records. Since acquiring the Company, SevenScore, a
U.S. subsidiary of Phoenixus, has made payments on behalf of the Company for
accounting and audit services, legal fees, and consulting services totaling
$95,397 which has been recorded as Due to Related Party at September 30, 2021.
As of September 30, 2021, the Company had current assets of $4,000 and current
liabilities of $118,965 compared to $4,500 and $54,893, respectively, as of
December 31, 2020. This resulted in working capital of <$114,965> on September
30, 2021, and <$50,393> on December 31, 2020.
Net cash used in operating activities amounted to $0 for the nine months ended
September 30, 2021, compared to using net cash of $7,444 for the nine months
ended September 30, 2020.
Net cash used in investing activities was $0 for the nine months ended September
30, 2021 and $3,772 for the nine months ended September 30, 2020.
Net cash provided by financing activities was $0 for the nine months ended
September 30, 2021 and 2020.
We do not currently have any additional commitments or identified sources of
additional capital from third parties or from our officers, directors, or
majority stockholders. Additional financing may not be available on favorable
terms, if at all.
In the future, we may be required to seek additional capital by selling
additional debt or equity securities, or otherwise be required to bring cash
flows in balance when we approach a condition of cash insufficiency. The sale of
additional equity or debt securities, if accomplished, may result in dilution to
our then stockholders. Financing may not be available in amounts or on terms
acceptable to us, or at all. In the event we are unable to raise additional
funding and/or obtain revenues sufficient to support our expenses, we may be
forced to curtail or abandon our business operations, and any investment in the
Company could become worthless.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We
monitor our estimates on an on-going basis for changes in facts and
circumstances, and material changes in these estimates could occur in the
future. Changes in estimates are recorded in the period in which they become
known. We base our estimates on historical experience and other assumptions that
we believe to be reasonable under the circumstances. Actual results may differ
from our estimates if past experience or other assumptions do not turn out to be
substantially accurate.
Certain of our accounting policies are particularly important to the portrayal
and understanding of our financial position and results of operations and
require us to apply significant judgment in their application. As a result,
these policies are subject to an inherent degree of uncertainty. In applying
these policies, we use our judgment in making certain assumption and estimates.
Our critical accounting policies are outlined in "Note 1 - Summary of
Significant Accounting Policies" to the financial statements included herein.
Critical Accounting Policies:
Emerging Growth Company. Section 107 of the Jumpstart Our Business Startups Act
of 2012 (the "JOBS Act") provides that an "emerging growth company" can take
advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In
other words, an "emerging growth company" can delay the adoption of certain
accounting standards until those standards would otherwise apply to private
companies. We have elected to take advantage of the benefits of this extended
transition period. Our financial statements may therefore not be comparable to
those of companies that comply with such new or revised accounting standards.
RECENTLY ISSUED ACCOUNTING STANDARDS
For more information on recently issued accounting standards, see "Note 1 -
Summary of Significant Accounting Policies" to the Notes to Financial Statements
included herein.
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