The following discussion of our financial condition and results of operations
should be read in conjunction with our financial statements for the years ended
June 30, 2021 and June 30, 2020 together with notes thereto as included in this
Annual Report on Form 10-K. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include but are not
limited to those discussed below and elsewhere in this Annual Report,
particularly in the section entitled "Risk Factors." Our audited financial
statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.
We are a development stage company since we have no current operations, are
currently pursuing options to find suitable merger candidates and have not
generated any significant revenue to date. We have incurred recurring losses to
date. Our financial statements have been prepared assuming that we will continue
as a going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
RESULTS OF OPERATION
Year Ended June 30, 2021 Compared to Year Ended June 30, 2020
Our net loss for the year ended June 30, 2021, was ($467,943) compared to a net
loss of ($87,575) during the year ended June 30, 2020. The increase in the net
loss was mainly due to an increase in shares issued for services. During the
years ended June 30, 2021, and June 30, 2020, we did not generate any revenue.
During the year ended June 30, 2021, we incurred operating expenses of $467,943
compared to $84,879 incurred during the year ended June 30, 2020. The increase
was mainly due to an increase in shares issued for services.
During the year ended June 30, 2021, we incurred interest expenses of $0,
compared to $2,696 incurred during the year ended June 30, 2020.
On January 1, 2015, the company entered into a management agreement with Mr.
Horkey for a period of 5 years and will issue 350,000 shares of its common stock
as consideration and is accounted for on the balance sheet as shares to be
issued and will be expensed over the life of the contract (5 years), which
resulted in a prepaid consulting expense of $210,000. As of June 30, 2021, all
of Mr. Horkeys consulting expense had been amortized and we expensed $0 in
consulting expense in 2021. They were valued on the date of the agreement and
the stock price at that time was $.60.
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LIQUIDITY AND CAPITAL RESOURCES
Year Ended June 30, 2021
As of June 30, 2021, our current assets were $0 and our current liabilities
were $46,124, which resulted in a working capital deficit of $46,124.
As of June 30, 2021, our total liabilities were $46,124 comprised entirely of
current liabilities.
Cash Flows from Operating Activities
For the year ended June 30, 2021, net cash flows used in operating activities
was $(0) compared to net cash used in operating activity of $0 for the same
period in 2020.
Cash Flows from Investing Activities
For the year ended June 30, 2021 and June 30, 2020, net cash flows used in
investing activities was $0.
Cash Flows from Financing Activities
For the year ended June 30, 2021, net cash flows from financing activities were
$0. For the year ended June 30, 2020, net cash flows provided by financing
activities was $0.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our proceeds from the sales of stock and generation of revenues
from acquisitions. Our working capital requirements are expected to increase in
line with the growth of our business.
Our principal demands for liquidity are to increase business operations and for
general corporate purposes. We intend to meet our liquidity requirements,
including capital expenditures related to future business operations, and the
expansion of our business, through cash flow provided by funds raised through
proceeds from the issuance of debt or equity.
MATERIAL COMMITMENTS
Convertible Debenture
As of June 30, 2014, we had a note payable dated June 30, 2010 in the principal
amount of $1,253,095. As of March 31, 2016, this note has been either converted
to stock or paid. The note payable accrues interest at the rate of 5% per annum,
however that interest has been forgiven each year by the note holders. As of
September 21, 2014, the note payable balance of $691,926 ($650,000 at June 30,
2013 plus additional advances of $41,926 for the year ended June 30, 2021) has
been converted into shares of common stock. See "Item 5.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have 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 that are material to investors.
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RESULTS OF OPERATION
Quarter Ended September 30, 2020 Compared to Quarter Ended September 30, 2019
Our net loss for the quarter ended September 30, 2020 was ($336,539) compared to
a net loss of ($26,616) during the quarter ended September 30, 2019.
During the quarter ended September 30, 2020, we incurred operating expenses of
$336,539 compared to $25,942 incurred during the quarter ended September 30,
2019. The increase in expenses was mainly due to an increase in shares issued
for services.
On January 1, 2015, the company entered into a management agreement with Mr.
Horkey for a period of 5 years and will issue 350,000 shares of its common stock
as consideration and is accounted for on the balance sheet as shares to be
issued and will be expensed over the life of the contract (5 years), which
resulted in a prepaid consulting expense of $210,000. As of June 30, 2021, all
of Mr. Horkeys consulting expense had been amortized and we expensed $0 in
consulting expense in 2021. They were valued on the date of the agreement and
the stock price at that time was $.60.
During the quarter ended September 30, 2020, we incurred interest expenses of $0
compared to $674 incurred during the quarter ended September 30, 2019.
LIQUIDITY AND CAPITAL RESOURCES
Quarter Ended September 30, 2020
As of September 30, 2020, our current assets were $0 and our current liabilities
were $39,766, which resulted in a working capital deficit of $39,766.
As of September 30, 2020, and 2019, our total liabilities were comprised
entirely of current liabilities.
Cash Flows from Operating Activities
For the three months ended September 30, 2020, net cash flows used in operating
activities was $0 compared to net cash used in operating activity of $0 for the
same period in 2019.
Cash Flows from Investing Activities
For the three months ended September 30, 2020 and September 30, 2019, net cash
flows used in investing activities was $0.
Cash Flows from Financing Activities
For the three months ended September 30, 2020 and 2019, net cash flows from
financing activities was $0.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our proceeds from the sales of stock and generation of revenues
from acquisitions. Our working capital requirements are expected to increase in
line with the growth of our business.
Our principal demands for liquidity are to increase business operations and for
general corporate purposes. We intend to meet our liquidity requirements,
including capital expenditures related to future business operations, and the
expansion of our business, through cash flow provided by funds raised through
proceeds from the issuance of debt or equity.
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MATERIAL COMMITMENTS
Convertible Debenture
As of March 31, 2014, we have a note payable dated June 30, 2010 in the
principal amount of $1,253,095 of which As of September 30, 2020 this note has
been either converted to stock or paid in full. The note payable accrued
interest at the rate of 5% per annum, however that interest has been forgiven
each year by the note holders. As of September 14, 2014, the amounts due to
related parties on convertible notes was $0. The Board of Directors approved
convert $691,926 of these related party notes payable. These shares were issued
on September 9, 2020.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have 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 that are material to investors.
RESULTS OF OPERATION
Quarter Ended December 31, 2020 Compared to Quarter Ended December 31, 2019
Our net loss for the quarter ended December 31, 2020 was ($41,479) compared to a
net loss of ($27,281) during the quarter ended December 31, 2019.
During the quarter ended December 31, 2020, we incurred operating expenses of
$41,479 compared to $26,607 incurred during the quarter ended December 31, 2019.
The increase in expenses was mainly due to an increase in professional fees.
During the quarter ended December 31, 2020, we incurred interest expenses of $0
compared to $674 incurred during the quarter ended December 31, 2019.
Six Months Ended December 31, 2020 Compared to Six Months Ended December 31,
2019
Our net loss for the six months ended December 31, 2020 was ($378,018) compared
to a net loss of ($53,897) during the six months ended December 31, 2019. The
increase in net loss was mainly due to the increase in shares issued for
services.
During the six months ended December 31, 2020, we incurred operating expenses of
$378,018 compared to $52,549 incurred during the six months ended December 31,
2019. The increase in net loss was mainly due to the increase in shares issued
for services.
On January 1, 2015, the company entered into a management agreement with Mr.
Horkey for a period of 5 years and will issue 350,000 shares of its common stock
as consideration and is accounted for on the balance sheet as shares to be
issued and will be expensed over the life of the contract (5 years), which
resulted in a prepaid consulting expense of $210,000. As of June 30, 2021, all
of Mr. Horkeys consulting expense had been amortized and we expensed $0 in
consulting expense in 2021. They were valued on the date of the agreement and
the stock price at that time was $.60.
During the six months ended December 31, 2020, we incurred interest expenses of
$0 compared to $1,348 incurred during the six months ended December 31, 2019.
LIQUIDITY AND CAPITAL RESOURCES
Six Months Ended December 31, 2020
As of December 31, 2020, our current assets were $0 and our current liabilities
were $1,072, which resulted in a working capital deficit of $1,072.
As of December 31, 2020, and June 30, 2020 our total liabilities were entirely
of current liabilities.
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Cash Flows from Operating Activities
For the six months ended December 31, 2020, net cash flows used in operating
activities was $0 compared to net cash used in operating activity of $0 for the
same period in 2019.
Cash Flows from Investing Activities
For the six months ended December 31, 2020, and December 31, 2019, net cash
flows used in investing activities was $0.
Cash Flows from Financing Activities
For the six months ended December 31, 2020, and 2019, net cash flows from
financing activities were $0 and $0 respectively.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our proceeds from the sales of stock and generation of revenues
from acquisitions. Our working capital requirements are expected to increase in
line with the growth of our business.
Our principal demands for liquidity are to increase business operations and for
general corporate purposes. We intend to meet our liquidity requirements,
including capital expenditures related to future business operations, and the
expansion of our business, through cash flow provided by funds raised through
proceeds from the issuance of debt or equity.
MATERIAL COMMITMENTS
Convertible Debenture
As of March 31, 2014, we have a note payable dated June 30, 2010 in the
principal amount of $1,253,095 of which As of December 31, 2020 this note has
been either converted to stock or paid in full. The note payable accrued
interest at the rate of 5% per annum, however that interest has been forgiven
each year by the note holders. As of September 14, 2014, the amounts due to
related parties on convertible notes was $0. The Board of Directors approved
convert $691,926 of these related party notes payable, the Shares issued on
September 9, 2020.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have 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 that are material to investors.
RESULTS OF OPERATION
For the three and nine months ended March 31, 2021 compared to the same period
in 2020
Our net loss for the quarter ended March 31, 2021 was ($43,901) compared to a
net loss of ($18,004) during the three months ended March 31, 2020. During the
three months ended March 31, 2021 and March 31, 2020, we did not generate any
revenue.
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During the three months ended March 31, 2021, we incurred operating expenses of
$43,901 compared to $17,330 incurred during the three months ended March 31,
2020. The increase in expenses was mainly due to the increase in professional
fees and the increase in share based expense.
During the three months ended March 31, 2021, we incurred interest expenses of
$0 compared to $674 incurred during the three months ended March 31, 2020.
Nine months Ended March 31, 2021 Compared to Nine months Ended March 31, 2020
Our net loss for the nine months ended March 31, 2021 was ($421,917) compared to
a net loss of ($71,901) during the nine months ended March 31, 2020. During the
nine months ended March 31, 2021 and March 31, 2020, we did not generate any
revenue.
During the nine months ended March 31, 2020, we incurred operating expenses of
$421,917 compared to $69,879 incurred during the nine months ended March 31,
2020. The increase in expenses was mainly due to the increase in shares issued
for services and professional fees.
On January 1, 2015, the company entered into a management agreement with Mr.
Horkey for a period of 5 years and will issue 350,000 shares of its common stock
as consideration and is accounted for on the balance sheet as shares to be
issued and will be expensed over the life of the contract (5 years), which
resulted in a prepaid consulting expense of $210,000. As of June 30, 2021, all
of Mr. Horkeys consulting expense had been amortized and we expensed $0 in
consulting expense in 2021. They were valued on the date of the agreement and
the stock price at that time was $.60.
During the nine months ended March 31, 2021, we incurred interest expenses of $0
compared to $2,022 incurred during the nine months ended March 31, 2020.
LIQUIDITY AND CAPITAL RESOURCES
Nine months Ended March 31, 2020
As of March 31, 2021, our current assets were $0 and our current liabilities
were $100, which resulted in a working capital deficit of $100.
As of March 31, 2021, and June 30, 2020, our total liabilities were comprised
entirely of current liabilities.
Cash Flows from Operating Activities
For the nine months ended March 31, 2021, net cash flows used in operating
activities was $0 compared to net cash used in operating activity of $0 for the
same period in 2020.
Cash Flows from Investing Activities
For the nine months ended March 31, 2021, and March 31, 2020, net cash flows
used in investing activities was $0.
Cash Flows from Financing Activities
For the nine months ended March 31, 2021, net cash flows from financing
activities was $0. For the nine months ended March 31, 2020, net cash flows used
in financing activities was $0.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our proceeds from the sales of stock and generation of revenues
from acquisitions. Our working capital requirements are expected to increase in
line with the growth of our business.
Our principal demands for liquidity are to increase business operations and for
general corporate purposes. We intend to meet our liquidity requirements,
including capital expenditures related to future business operations, and the
expansion of our business, through cash flow provided by funds raised through
proceeds from the issuance of debt or equity.
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MATERIAL COMMITMENTS
Convertible Debenture
As of March 31, 2021, we have a note payable dated June 30, 2010 in the
principal amount of $1,253,095. As of March 31, 2021, this note has been either
converted to stock or paid. The note payable accrued interest at the rate of 5%
per annum, however that interest has been forgiven each year by the note
holders. As of September 14, 2014, the amounts due to related parties on
convertible notes was $0. The Board of Directors approved convert $691,926 of
these related party notes payable. We issued 1,835,835 in September 9, 2020 for
this conversion and the balance due on this note as of June 30, 2021 was $0.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
GOING CONCERN
The independent auditors' report accompanying our June 30, 2021 and June 30,
2020 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business. We have
suffered recurring losses from operations and have a working capital deficit.
These factors raise substantial doubt about our ability to continue as a going
concern.
RECENTLY ISSUED ACCOUNTING STANDARDS
Our financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles 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.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.
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