You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under "Risk Factors," and elsewhere in this Form 10. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.
This discussion is intended to further the reader's understanding of the
Company's financial condition and results of operations and should be read in
conjunction with the Company's financial statements and related notes included
elsewhere herein. This discussion also contains forward-looking statements. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of the risks and uncertainties set forth
elsewhere in this Annual Report and in the Company's other
Overview
The Company is a non-operating holding company. Historically, the Company has
been involved and invested in gaming and vending businesses, the focus of which
was on the entertainment, travel and leisure industries. Current management
acquired control of the Company through purchase of preferred shares on
Critical Accounting Policies
The relevant accounting policies are listed below.
Basis of Accounting
The basis is
Cash and Cash Equivalents
The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
Advertising
Advertising costs are expensed when incurred. The Company incurred
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Comprehensive Income (Loss)
Net income (loss) is equal to comprehensive income (loss).
Income Taxes
The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carry forwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company's history of losses. Utilization of operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.
Due to our lack of revenues, we have not incurred any tax obligations for the
nine months ended
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The federal income tax returns of the Company are subject to examination by the
Year end
The Company's fiscal year-end is
Recent Accounting Pronouncements
In
In
12 Results of Operations Capitalization
The following table sets forth, as of
In
Common stock,
$ 650 Additional paid-in capital 2,068,961 Deficit accumulated during development stage (2,075,206 ) Total stockholders' equity (deficit)$ (4,595 )
Results of Operations for the three and nine months ended
For the three and nine months ended
Costs of revenue during these above same periods were
For the nine months ended
For the nine months ended
For the nine months ended
For the three months ended
For the three months ended
For the three months ended
On
13 Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business. The
Company currently has no operations and has a stockholders deficit of
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Summary of any product research and development that we will perform for the term of our plan of operation
The Company is a shell company with no operations and do not have specific products. Our research and development will depend on future merger with an operational company or companies.
Expected purchase or sale of plant and significant equipment
We do not anticipate the purchase or sale of any plant or significant equipment; as such, items are not required by us at this time.
Significant changes in the number of employees
As of
Liquidity and Capital Resources
As of
A critical component of our operating plan impacting our continued existence is our ability to obtain additional capital through additional equity and/or debt financing.
We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. These limitations have adversely affected our ability to obtain certain projects and pursue additional business.
Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will need to obtain additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), from other funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all.
As a result of our current cash status, no officer or director received cash
compensation through
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition.
Any future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all, and such financing, if available, might be dilutive.
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Off-Balance Sheet Arrangements
We do not have any 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, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales when all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.
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