Item 1A. Risk Factors
ITEM
1A. RISK FACTORS
We need to find
financing for our business idea which is uncertain and risky.
Our plan of operation
is to obtain debt or equity finance to meet our 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 can be no
assurance that any of the events can be successfully completed, that any such business will be identified or that any stockholder will
realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business
will be located or 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.
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.
You should be aware
that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk
factors, as well as the other information contained in this Registration Statement, in evaluating our business and us.
Rather than our
previous operating business, our business is now to seek to raise the debt and/or equity to meet our 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 can be no assurance that this series of events will be successfully completed or that any stockholder
will realize any return on their shares after the new business plan has been implemented.
4
WE HAVE
INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES
As of September
30, 2020, we had an accumulated deficit of $32,273,707 and a stockholders’ deficit of $27,366.
Future losses are
likely to occur until we may be 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 as we have no sources of income to meet our operating expenses.
OUR
EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES
We have no sources
of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to
raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise
the debt and/or equity to meet our ongoing operating expenses and 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 this series
of events will be successfully completed.
WE BELIEVE
THAT OUR FORMER LIABILITIES HAVE BECOME STATUTE BARRED DUE TO THEIR AGE.
Effective April
1, 2017, all of our liabilities including options and warrant obligations that had been outstanding as of that date became statute barred
under New York State law.
Certain of our
former creditors may disagree that our liabilities owed to them are no longer outstanding because they have become statute barred. If
these former creditors were to successfully challenge the fact that our liabilities to them are no longer outstanding because they have
become statute barred, we do not have the funds available to settle these liabilities. If these former liabilities were held to be valid
and outstanding it is unlikely that we would be 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.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
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