Forward-Looking Statements
Except for historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others,
those statements including the words "expects," "anticipates," "intends,"
"believes" and similar language. Our actual results may differ significantly
from those projected in the forward-looking statements. Factors that might
cause or contribute to such differences include, but are not limited to, those
discussed herein. You should carefully review the risks described herein and in
other documents we file from time to time with the
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
Basis of Presentation
The following discussion highlights our results of operations and the principal
factors that have affected our financial condition as well as our liquidity and
capital resources for the periods described and provides information that
management believes is relevant for an assessment and understanding of the
statements of financial condition and results of operations presented herein.
The following discussion and analysis are based on our unaudited financial
statements contained in this Quarterly Report, which we have prepared in
accordance with
The audited financial statements for our fiscal year ended
All references in this Form 10-Q to the "Company," "we," "us," or "our," are to
General Overview
We were organized in the
Going forward, we intend to seek, investigate and, if such investigation
warrants, engage in a business combination with a private entity whose business
presents an opportunity for our shareholders. See Part I, Item 1, "Business" and
Part I, Item 1A, "Risk Factors," in our Annual Report for the fiscal year ended.
On
During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination.
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Recent Developments
On
On
On
On
The consummation of the transactions contemplated by the EZRaider LOI and the Side Letter are contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in these agreements and other conditions, including, but not limited to, satisfactory completion by the Company and EZ Global of all necessary business and legal due diligence, and the completion of audited financial statements of EZ Global.
On
On
Results of Operations
Three-Month Period Ended
Revenues and Other Income
During the three-month periods ended
Operating Expenses
Operating expenses, consisting primarily of general and administrative expenses
(including professional fees and consulting fees - related party) totaled
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Interest Expense
Interest expense increased by
Net Loss
As a result of the foregoing, we incurred a net loss of
Liquidity and Capital Resources
As of the date of this report, we had yet to generate any revenues from our business operations.
On
On
As of
We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.
Assuming we do not complete a business combination, we anticipate needing
approximately
We have a history of operating losses and negative cash flow. These conditions
raise substantial doubt about our ability to meet all of our obligations over
the twelve months following the filing of this Form 10-
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the three months endedMay 31, 2021 and 2020: For the three For the three months ended months endedMay 31, 2021 May 31, 2020 (Unaudited) (Unaudited)
-
Net Cash Provided by Financing Activities
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For the three months ended
For the three months ended
Net cash used our investing activities were
Our financing activities resulted in a cash inflow of
As reflected in the accompanying condensed consolidated unaudited financial
statements, the Company used cash in operations of
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying unaudited consolidated financial statements,
for the three months ended
? Net loss of$103,080 ; and ? Net cash used in operations was$55,813 .
Additionally, at
? Accumulated deficit of$677,035 ; ? Stockholders' equity of$2,113,931 ; and ? Working capital of$113,931 .
The Company has cash on hand of
The Company has incurred significant losses since its inception and has not
demonstrated an ability to generate sufficient revenues from the sales of its
products and services to achieve profitable operations. There can be no
assurance that profitable operations will ever be achieved, or if achieved,
could be sustained on a continuing basis. In making this assessment we performed
a comprehensive analysis of our current circumstances including: our financial
position, our cash flows and cash usage forecasts for the three months ending
During the three months ended
However, there is no assurance that the Company will be able to raise additional funds through the sale of its securities during the twelve months subsequent to the date these condensed consolidated financial statements are issued.
If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.
These factors create substantial doubt about the Company's ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
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Management's strategic plans include the following:
? Pursuing additional capital raising opportunities; ? Seeking an acquisition or merger candidate? and ? Identifying unique market opportunities that represent potential positive short-term cash flow.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
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