Item 2. Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Overview
The Company currently has
no operating businesses and is actively seeking acquisitions as part of its
strategic alternatives. Its only costs are the expenses required to make the
regulatory filings needed to maintain its public status and to find and evaluate
potential acquisitions. These costs are estimated at $50,000 to $100,000 per
year.
Results of Operations
Three months Ended June
30, 2016 and 2015
For the three months ended
June 30, 2016, the Company incurred $11,957 of administrative expenses, a
decrease of $576 from the $12,533 of administrative expenses for the three
months ended June 30, 2015. The decrease was essentially due to lower costs for
making the Companys regulatory filings.
During the second quarter
of 2016, the Company earned $47 from its investment in a United States Treasury
money market fund. No amounts were earned during the second quarter of 2015 due
to lack of earnings by the fund.
Six months Ended June
30, 2016 and 2015
For the six months ended
June 30, 2016, the Company incurred $36,191 of administrative expenses, a
decrease of $1,974 from the $38,165 of administrative expenses for the six
months ended June 30, 2015. The decrease was essentially due to lower costs for
making the Companys regulatory filings.
During the first half of
2016, the Company earned $100 from its investment in a United States Treasury
money market fund. No amounts were earned during the second quarter of 2015 due
to lack of earnings by the fund.
Liquidity and Capital
Resources
As of June 30, 2016, the
Companys principal assets consisted of cash and cash equivalents of $79,728.
The Company has adopted a
growth strategy to acquire US-based businesses of an appropriate type and size.
The execution of such a strategy may require the Company to obtain significantly
more financial resources than it currently possesses. Those resources could take
the form of debt and equity offerings, or potentially a hybrid instrument. There
is no assurance that the Company can obtain such financial resources to
successfully implement this strategy.
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At the Companys Annual
Meeting of Stockholders on May 8, 2014, its stockholders voted to amend the
Companys Certificate of Incorporation (the Charter Amendment) to increase the
number of authorized shares of common stock, par value $0.01 per share, from
10,000,000 to 100,000,000. This Charter Amendment gives the Company greater
flexibility in considering and planning for future corporate needs, including,
but not limited to, possible future capital raising activities, potential
strategic transactions, including mergers, acquisitions, and business
combinations, as well as other general corporate transactions. Such transactions
may be undertaken with affiliates of the Company or unaffiliated third parties.
The Board believes that additional authorized shares of common stock will enable
the Company to take timely advantage of market conditions and favorable
financing and acquisition opportunities that become available.
The Company has no current
plan, commitment, arrangement, understanding or agreement regarding the issuance
of the additional shares of common stock that will result from the Companys
adoption of this Charter Amendment.
The Company has not yet
filed the Amended Certificate of Incorporation with its state of incorporation,
Delaware.
Off Balance Sheet
Arrangements
None.
Item 4. Controls and
Procedures
(a)
Evaluation of Disclosure Controls and
Procedures
Our Chief Executive Officer
and Chief Financial Officer have evaluated the effectiveness of the Companys
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934 (the Act)) as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that the Companys disclosure
controls and procedures as of the end of the period covered by this report were
designed and were functioning effectively to provide reasonable assurance that
the information required to be disclosed by the Company in reports filed under
the Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission. The
Company believes that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
(b)
Changes in Internal Controls
During the period covered
by this report, there have been no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, our financial statements.
Forward Looking
Discussion
This report contains a
number of forward-looking statements, including but not limited to statements
regarding the prospective adequacy of the Companys liquidity and capital
resources in the near term. From time to time, the Company may make other oral
or written forward-looking statements regarding its anticipated operating
revenues, costs and expenses, earnings and other matters affecting its
operations and condition. Such forward-looking statements are subject to a
number of material factors, which could cause the statements or projections
contained therein to be materially inaccurate. Such factors include the
estimated administrative expenses of the Company on a going-forward
basis.
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