SAXON CAPITAL GROUP, INC. Forward-Looking Statements
Certain statements made in this quarterly report on Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved. Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Registration Statement on Form 10 for the fiscal years endedDecember 31, 2020 and 2019, filed with theSecurities and Exchange Commission ("Commission") onJuly 29, 2021 , as amended onAugust 2, 2021 andAugust 30, 2021 . More broadly, these factors include, but are not limited to: ? We have incurred significant losses and expect to incur future losses; ? Our current financial condition and immediate need for capital; ? Potential significant dilution resulting from the issuance of new securities for any funding, debt conversion or any business combination; and ? We are a "penny stock" company. OVERVIEWAtlas Technology Group, Inc. , aFlorida corporation, ("Atlas", "the Company", "We", "Us" or "Our') is a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time. PLAN OF OPERATION Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and seek to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our
current stockholders.
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Our intended general and administrative budget for the next twelve months is as
follows:
Q4 financial year Q1 financial year Q2 financial year Q3 financial year
ended December 31, ended December 31, ended December 31, ended December 31, Twelve Month
2021 2022 2022 2022 Total
Accounting $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 16,000
Legal 5,000 5,000 5,000 5,000 20,000
Other fees 1,000 1,000 1,000 1,000 4,000General and administrative 1,500 1,500
1,500 1,500 6,000
Miscellaneous 500 500 500 500 2,000
Salaries 15,000 15,000 15,000 15,000 60,000
Total Operating Expenses
$ 27,000 $ 27,000 $ 108,000
As ofSeptember 30, 2021 , we had no cash on hand and committed resources of debt or equity to fund these losses. We will be reliant, potentially, on advances from our principal shareholders or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources. Our principal shareholder has indicated his intention to provide such funds as may be required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stock. Such intentions do not represent a binding commitment by the principal shareholder and there is no guarantee that our two principal shareholders will be able to provide the funding necessary to achieve this objective.
We currently believe that our principal shareholder will be able to provide us with the funding necessary to effect our business plan to merge with another entity. However, while our principal shareholder has indicated his intention to provide us with sufficient funding to achieve this objective, there is no guarantee that he will be able to provide funding necessary to enable us to merge with another entity. If we are unable to obtain the necessary funding from our principal shareholder, we anticipate facing major challenges in raising the necessary funding to effect our business plan to merge with another entity. Raising debt or equity funding for small publicly quoted, penny stock, shell companies is always extremely challenging. We may face a number of obstacles in our attempt to raise funding to achieve our objective of merging with a yet to be identified company or group. One of those is Rule 419, under the Securities Act of 1933. Rule 419 defines a "blank check company" as a company that: i. Is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and ii. Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act
of 1934.
We are a "blank check company" and therefore, in order to raise public or private funds, we must comply with the requirements of Rule 419 which includes restrictive escrow and other provisions. These provisions will make it difficult, if not impossible, for us to raise funds for the company.
Therefore, because of these difficulties in raising funding in penny stock or
shell companies, if our principal shareholder is unable to provide us with the
funding required to merge with another entity, it is very likely that we will be
unable to implement our business plan to merge with another entity to create
value for all of our shareholders".
We believe we are an insignificant participant among the firms which engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability, we will continue to be
at a significant competitive disadvantage compared to our competitors.
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We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering. The analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.
RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED
We are a publicly quoted shell company seeking to merge with other entities with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time. Revenue
We recognized no revenue during the three months ended
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General and Administrative Expenses
During the three months endedSeptember 30, 2021 , we incurred general and administrative expenses of$28,966 , comprising consulting fees to our current controlling shareholder of$15,000 , professional fees of$10,500 , various OTC,FINRA and Edgar filing fees of$3,316 and share transfer agent fees of$150 . By comparison, during the three months endedSeptember 30, 2020 , we incurred general and administrative expenses of$9,150 , comprising consulting fees to our pervious controlling shareholder of$9,000 and share transfer agent fees of
$150 . Operating Loss
During the three months ended
Loss before Income Tax
During the three months ended
Provision for Income Tax
No provision for income taxes was recorded during the three months ended
Net Loss
During the three months ended
RESULTS OF OPERATIONS FOR NINE MONTH PERIOD ENDED
We are a publicly quoted shell company seeking to merge with other entities with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time. Revenue
We recognized no revenue during the nine months ended
General and Administrative Expenses
During the nine months endedSeptember 30, 2021 , we incurred general and administrative expenses of$90,066 , comprising consulting fees to our pervious and current controlling shareholders of$74,900 , professional fees of$10,500 , various OTC,FINRA , Edgar and state filing fees of$4,216 and share transfer agent fees of$450 . Of the consulting fees to our pervious and current controlling shareholders,$39,900 was attributable to the fair value of one share of Series A preferred stock issued to our current controlling shareholder. By comparison, during the nine months endedSeptember 30, 2020 , we incurred general and administrative expenses of$27,450 , comprising consulting fees to our pervious controlling shareholder of$27,000 , and share transfer agent fees of$450 . 15 Table of Contents
Gain on Partial Settlement of Liabilities
During the nine months ended
We recognized no such gain during the nine months endedSeptember 30, 2020 .
Operating Loss
During the nine months ended
Loss before Income Tax During the nine months endedSeptember 30, 2021 and 2020, we recognized losses before income taxes of$85,796 and$27,450 , respectively, due to the factors discussed above. Provision for Income Tax
No provision for income taxes was recorded during the nine months ended
Net Loss
During the nine months ended
CASH FLOW As ofSeptember 30, 2021 , we did not have any cash or cash equivalents, prepaid expenses of$2,917 , no revenue generating activities or other source of income and we had outstanding liabilities of$130,283 and a shareholders' deficit
of$127,366 .
By comparison, as of
Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses. It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed. Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years endedDecember 31, 2020 and 2019, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. 16 Table of Contents The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the nine months endedSeptember 31, 2021 and 2020: Nine Months Ended Nine Months EndedSeptember 30 ,September 30, 2021 2020
(- )
Net Cash Used in Investing Activities - -
Net Cash Provided by Financing Activities 28,133
- Net Change in Cash $ - $ - Operating Activities During the nine months endSeptember 30, 2021 , we recognized a net loss$85,796 which was reduced for cash flow purposes by$39,900 for compensation paid in preferred stock and a$27,000 increase in accrued liabilities - related parties and increased for cash flow purposes by a$4,270 non-cash gain on the partial settlement of a liability, increased, a$2,917 increase in prepaid expenses and the$15,000 and a$2,050 reduction in accounts payable resulting in a net$28,133 being used in operating activities. By comparison during the nine months endedSeptember 30, 2020 , we recognized a net loss$27,450 which for cash flow purposes was fully offset by an increase in accruals related party of$27,000 and accounts payable of$450 resulting in a net$0 being used in, or generated by, operating activities. Investing Activities
We did not engage in any investing activities during the nine-month periods
ended
Financing Activities
During the nine-months endedSeptember 30, 2021 , we received$28,133 by way of loan from our chief financial officer, director and new controlling shareholder resulting in a total of$28,133 generated from financing operations.
By comparison, we did not engage in any financing activities during the
nine-month periods ended
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations
CRITICAL ACCOUNTING POLICIES
All companies are required to include a discussion of critical accounting
policies and estimates used in the preparation of their financial statements. On
an on-going basis, we evaluate our critical accounting policies and estimates.
We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form our basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
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Our significant accounting policies are described in Note 3 of our Condensed
Unaudited Financial Statements above. These policies were selected because they
represent the more significant accounting policies and methods that are broadly
applied in the preparation of our financial statements.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.
Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-Balance Sheet Arrangements
Per
Share-based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the equity instruments issued in accordance with ASC 718, "Compensation - Stock Compensation." Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Recently Issued Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
Contractual Obligations None.
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