The Company has no operations or revenue as of the date of this Report. We are a
shell company and seeking to acquire another business. Management is exploring
and seeking to identify viable business opportunities within the
In the furtherance of our acquisition efforts, on
Plan of Operation
The Company has no operations from a continuing business in 2022 other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report. We are currently in the process of working with aX in an effort to close the Exchange in order to maintain OTC Pink Market quotation for our common stock and continue as an operating business. As more fully described above, aX is a digital advertising company with a focus on operating tdX, a digital ad trading and analytics platform that enables uses to determine and execute marketing campaigns designed to access their target audience using channels that are customized to result in an optimal marketing campaign. aX also offers adjacent services in this regard, including creative ad preparation and data analytics, with personnel and software for such purposes.
Results of Operations For the Fiscal Year ended
The following overview of our results of operations should be read in light of the fact that we have no operations pending management's determination of the future direction of the Company, be it by reverse merger or similar business combination or otherwise. The only operations that existed in 2022 related to continuing operations relates to the business of running the Company and include mostly professional fees related to the Company's Exchange Act filings as well as general business expenditures related to finding an acquisition candidate.
Revenue, Cost of Revenue and Gross Profit
We had no revenue for the fiscal years ended
Operating Expenses
The Company incurred operating expenses of
Other Income and Expenses
The Company recorded interest expense in the amount of
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During the fiscal years ended
Preferred Stock Dividend
The Company recorded non-cash dividends on its Series A in the amounts of
Liquidity and Capital Resources
Cash Flows used by Operating Activities:
For the fiscal year ended
For the fiscal year ended
Each share of the Series A is convertible into 20 shares of the Company's common
stock, par value
For the year ended
Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.
Based upon our current operations, we do not have sufficient working capital to
fund our operations over the next 12 months. A closing condition under the
Exchange Agreement is that we enter into the Series A SPA to receive
Following the Exchange, we expect we will need to raise additional capital in the future. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Unless the aX Exchange or another acquisition transaction closes, we anticipate that we will incur operating losses in the next 12 months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.
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Off Balance Sheet Arrangements
As of the date of this 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.
Going Concern
The independent registered public accounting firm auditors' report accompanying
our
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