Executive Overview

We are an emerging growth company that has not recorded revenues for the past two fiscal years. We are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise substantial doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

If we obtain a business opportunity, then it may be necessary to raise additional capital. We likely will sell our common stock to raise this additional capital. We anticipate that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.

Liquidity and Capital Resources

We have not recorded revenues from operations since inception. We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon related parties to provide and pay for professional and operational expenses. At December 31, 2019 we had cash of $218 compared to $168 cash at December 31, 2018. At December 31, 2019 total liabilities increased to $301,804 compared to $272,259 at December 31, 2018. This increase in total liabilities primarily represents an increase in accrued interest for all notes payable and the increase of notes payable-related party for cash advances, consulting services and professional services provided by or paid for by a stockholder (See "Commitments and Obligations," below).

We intend to obtain capital from management, significant stockholders and/or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.





Results of Operations

We did not record revenues in either 2019 or 2018. General and administrative expense was $13,550 for 2019 compared to $13,547 for 2018. General and administrative expense primarily reflects consulting and accounting services relied upon for our operations. Total other expense, representing interest expense on notes payable and notes payable-related party, increased to $15,945 for 2019 compared to $14,923 for 2018. Accordingly, our net loss increased to $29,495 for 2019 compared to $28,470 for 2018. Management expects net losses to continue until we acquire or merge with a business opportunity.





Commitments and Obligations

At December 31, 2019, we had notes payable totaling $82,575. The notes bear interest at 8% and are due on demand. Accrued interest for these notes payable was $40,815 and $34,211 at December 31, 2019 and 2018, respectively.

During the years ended December 31, 2019 and 2018, the Company incurred $6,000 and $6,600, respectively, for consulting, administrative, and professional services provided by a more than 5% shareholder. In 2019 the 2018 accounts payables were converted into notes payable-related party. Notes payable-related party at December 31, 2019 and 2018 were $126,925 and $112,825, respectively. Accrued interest on these notes at December 31, 2019 and 2018 was $44,289 and $34,948, respectively. The notes bear interest at 8% and are due on demand.

As of December 31, 2019, two lenders represent in excess of 95% of our accounts and notes payable.





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Off-Balance Sheet Arrangements

We have not entered into 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 and would be considered material to investors.





Emerging Growth Company

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain disclosure requirements

In addition, Section 107 of the JOBS Act also 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.





Tax Cuts and Jobs Act

The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. See "Note 2 - Income Taxes" in the notes to our financial statements for schedules that describe the new rates adjusted in the period enacted.

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