Organizational History of the Company and Overview





Plan of Operation


The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.

Management intends to explore and identify business opportunities, including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A "Risk Factors".

We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target's shareholders which will be very dilutive.





12





Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.





Results of Operations



Our operating results for the three and nine months ended September 30, 2022 and
2021, and the changes between those periods for the respective items are
summarized as follows:



                                                               Three months ended
                                                                  September 30,
                                                             2022              2021
Revenues                                                             -                 -
Operating expenses
General and administrative expenses                             (8,331 )        (276,189 )
Total operating expenses                                        (8,331 )        (276,189 )
Other income                                                 8,333,679                 -
Income (Loss) from operations before income taxes            8,325,348          (276,189 )
Income tax expense                                                   -                 -
Net income (loss)                                            8,325,348          (276,189 )

Weighted average number of ordinary shares, Basic and diluted

                                                    603,970,000       603,970,000
Earnings per share, Basic and diluted                             0.01             (0.00 )




Comparison of the three months ended September 30, 2022 and 2021





Revenues


Revenues were $0 for the three months ended September 30, 2022 and 2021.





Operating Expenses


Our general and administrative expenses decreased from $276,189 for the three months ended September 30, 2021 to $8,331 for the three months ended September 30, 2022. The decrease was mainly attributed to the absence of the stock-based compensation to previous management in satisfaction of a judgement and for services performed for the Company.





13






Other Income


As a result of Order barring unasserted claims and terminating receivership in Clark County, Nevada, Case Number: A-21-827642-F, the claimants and creditors of the Company are barred from presenting claims and debts against the Company which arose on or before the date of the Order. The deconsolidate the foreign subsidiary which result in gain of $8,333,679 during the period.





Net Income (Loss)


The Company has net loss of $276,189 for the three months ended September 30, 2021, compared to net income of $8,325,348 for the three months ended September 30, 2022. The increase was mainly attributed to the gain on deconsolidation of foreign subsidiary during the period.





                                                                Nine months ended
                                                                  September 30,
                                                             2022              2021
Revenues                                                             -                 -
Operating expenses
General and administrative expenses                            (47,756 )        (282,189 )
Total operating expenses                                       (47,756 )        (282,189 )
Other income                                                 8,333,679                 -
Income (Loss) from operations before income taxes            8,285,923          (282,189 )
Income tax expense                                                   -                 -
Net income (loss)                                            8,285,923          (282,189 )

Weighted average number of ordinary shares, Basic and diluted

                                                    603,970,000       603,970,000
Earnings per share, Basic and diluted                             0.01             (0.00 )




Comparison of the nine months ended September 30, 2022 and 2021





Revenues


Revenues were $0 for the nine months ended September 30, 2022 and 2021.





Operating Expenses


Our general and administrative expenses decreased from $282,189 for the nine months ended September 30, 2021 to $47,756 for the nine months ended September 30, 2022. The decrease was mainly attributed to the absence of the stock-based compensation to previous management in satisfaction of a judgement and for services performed for the Company.





Other Income


As a result of Order barring unasserted claims and terminating receivership in Clark County, Nevada, Case Number: A-21-827642-F, the claimants and creditors of the Company are barred from presenting claims and debts against the Company which arose on or before the date of the Order. The deconsolidate the foreign subsidiary which result in gain of $8,333,679 during the period.





Net Income (Loss)


The Company has net loss of $282,189 for the nine months ended September 30, 2021, compared to net income of $8,285,923 for the nine months ended September 30, 2022. The increase was mainly attributed to the gain on deconsolidation of foreign subsidiary during the period.

Liquidity and Capital Resources

Since the inception of the Company, we have incurred significant net losses and negative cash flows from operations. During the nine months ended September 30, 2022 and 2021, we had net income of $8,285,923 and net loss of $282,189, respectively. As of September 30, 2022, we had an accumulated deficit of $984,157. As discussed in our financial statements for the nine months ended September 30, 2022, these factors raise substantial doubt about our ability to continue as a going concern.

As of September 30, 2022, we had cash and cash equivalents of $0. To date, we have financed our operations principally through borrowings from our related parties. Depending on our future operational results, we may need to conduct one or more equity or debt financings within the next 12 months.

We could potentially need our available financial resources sooner than we currently expect, and we may incur additional indebtedness to meet future financing needs. Adequate additional funding may not be available to us on acceptable terms or at all. In addition, although we anticipate being able to obtain additional financing through non-dilutive means, we may be unable to do so. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of operations. Our future capital requirements and the adequacy of available funds will depend on many factors, many of which are beyond our control.





14






Operating Activities


Net cash used in operating activities for the nine months ended September 30, 2022 and 2021 were $49,447 and $32,189, respectively.





Investing Activities


Net cash used in investing activities for the nine months ended September 30, 2022 and 2021 were $0.





Financing Activities



Net cash provided by financing activities for the nine months ended September 30, 2022 and 2021 were $49,447 and $32,189, respectively.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or "GAAP." The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

Off-Balance Sheet Arrangements

None.

© Edgar Online, source Glimpses