Forward-Looking Statements

The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations as a result of many factors.

You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.





Results of Operations



For the three months ended September 30, 2020 and 2019





Revenue


The Company had no operations and no revenue for the three months ended September 30, 2020 and 2019, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.





Operating Expenses


The following table presents our total operating expenses for the three months ended September 30, 2020 and 2019.





                                             Three Months Ended
                                                September 30,
                                              2020          2019
Audit, accounting and legal fees               30,815        4,432
Payroll                                         5,197        6,662

Other general and administrative expense 3,994 3,797

$   40,006     $ 14,891

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The increase in operating expenses for the three months ended September 30, 2020 was mainly due to the increase in legal and professional fees that were incurred with respect to a prospective transaction that, as of the date of this Report, the Company is not pursuing.






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Loss from Operations



The Company incurred a loss from operations of $40,006 and $14,891 for the three months ended September 30, 2020 and 2019, respectively, due to the above factors.





Other Income (Expense)



The following table presents our total Other Income (Expense) for the three months ended September 30, 2020 and 2019.





                                  Three Months Ended
                                     September 30,
                                 2020           2019

Interest and other income       $   18       $    2,794
Warrants modification expense        -         (567,194 )
Other Income (Expense), net     $   18       $ (564,400 )

Other expense decreased by $564,418 for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019. The decrease in other expense was related to the decrease in warrants modification expense for the three months ended September 30, 2019 as a result of extension of warrant terms for 2 years in 2019.





Net Loss


The Company had a net loss of $39,988 for the three months ended September 30, 2020, compared with a net loss of $579,291 for the three months ended September 30, 2019. Decrease in net loss was due primarily to the decrease in warrants modification expense.

Loss per share for the three months ended September 30, 2020 and 2019 was approximately $(0.00) and $(0.01) based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

For the nine months ended September 30, 2020 and 2019





Revenue


The Company had no operations and no revenue for the nine months ended September 30, 2020 and 2019, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.






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Operating Expenses


The following table presents our total operating expenses for the nine months ended September 30, 2020 and 2019.





                                             Nine Months Ended
                                               September 30,
                                             2020          2019
Audit, accounting and legal fees              56,600       26,076
Payroll                                       15,432       16,881
Stock based compensation expense              90,000            -

Other general and administrative expense 11,302 8,897

$ 173,334     $ 51,854

Operating expenses consist mostly of audit and accounting fees and payroll. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The increase in operating expenses for the nine months ended September 30, 2020 was mainly due to the increase in stock-based compensation expense and to legal and professional fees that were incurred with respect to a prospective transaction that, as of the date of this Report, the Company is not pursuing.





Loss from Operations


The Company incurred a loss from operations of $173,334 and $51,854 for the nine months ended September 30, 2020 and 2019, respectively, due to the factors above.





Other Income (Expense)



The following table presents our total Other Income (Expense) for the nine months ended September 30, 2020 and 2019.





                                  Nine Months Ended
                                    September 30,
                                 2020          2019

Interest and other income       $   991     $    7,278
Warrants modification expense         -       (567,194 )
Other Income (Expense), net     $   991     $ (559,916 )

Other expense decreased by $560,907 for the nine months ended September 30, 2020 as compared to the three months ended September 30, 2019. The decrease in other expense was related to the decrease in warrants modification expense for the nine months ended September 30, 2019 as a result of extension of warrant terms for 2 years in 2019.





Net Loss


The Company had a net loss of $172,343 for the nine months ended September 30, 2020, compared with a net loss of $611,770 for the nine months ended September 30, 2019. Decrease in net loss was due primarily to the decrease in warrants modification expense.

Loss per share for the nine months ended September 30, 2020 and 2019 was approximately $(0.00) and $(0.01) based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.






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Liquidity and Capital Resources

At September 30, 2020, the Company had cash and cash equivalents of approximately $588,000 consisting mostly of money market funds and U.S. Treasury Bills. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

The following table provides detailed information about our net cash flow for all financial statements years presented in this Report.





Cash Flow



                                               Nine Months Ended
                                                 September 30,
                                              2020          2019

Net cash used in operating activities $ (91,640 ) $ (47,291 ) Net cash provided by investing activities

           -             -
Net cash provided by financing activities           -             -
Net cash outflow                            $ (91,640 )   $ (47,291 )

Net cash of $(91,640) and $(47,291) were used in operations during the nine months period ended September 30, 2020 and 2019, respectively.

The use of cash of $(91,640) used in operating activities for the nine months ended September 30, 2020, principally resulted from our net loss of $172,343, as adjusted for changes in our stock based compensation of $90,000, and changes in accounts payable and accrued expenses of $(9,297).

The use of cash of $(47,291) used in operating activities for the nine months ended September 30, 2019, principally resulted from our net loss of $611,770, as adjusted for non-cash charges for warrants modification expense of $567,194, and changes in accounts payable and accrued expenses of $(2,715).

No cash flows were used in or provided by investing activities during the nine months ended September 30, 2020 and 2019.

No cash proceeds were used in or provided by financing activities during the nine months ended September 30, 2020 and 2019.





New Accounting Pronouncements


Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Note 2: New Accounting Policies Pronouncements.

Factors Which May Affect Future Results

Future earnings of the Company are dependent on interest rates earned on the Company's invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.






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