−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
−Removed: and Stockholder Matters
−Removed: Shares of our common
−Removed: stock trade in the pink sheets market and quotations for the common stock are listed in the "Pink Sheets"
−Removed: produced by the OTC
−Removed: Markets under the symbol "CONC".
−Removed: The following table sets forth for the respective periods indicated the prices of our common
−Removed: stock in this market as reported and summarized by the National Quotation Bureau.
−Removed: Such prices are based on inter-dealer bid and asked
−Removed: prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.
−Removed: During the fiscal
−Removed: years ended September 30, 2020 and 2019 CONC had a trading history as follows:
−Removed: Fiscal Year 2019:
−Removed: September 30, 2018
−Removed: December 31, 2019
−Removed: March 31, 2019
−Removed: June 30, 2019
−Removed: Fiscal Year 2020:
−Removed: September 30, 2019
−Removed: December 31, 2019
−Removed: March 31, 2020
−Removed: June 30, 2020
−Removed: The above prices are historical, not reflective of the 10,000 to 1 reverse split of March 10, 2021.
−Removed: Last Reported Price
−Removed: On March 19, 2021, the last
−Removed: reported bid price of our shares of common stock reported on the Pink Sheets was $0.005 per share.
+Added: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
+Added: AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: of our Common Stock trade in the pink sheets market and quotations for the Common Stock are listed in the "Pink Sheets" produced
+Added: by the OTC Markets under the symbol "CONC".
+Added: The trading volume is very limited, averaging approximately three shares daily.
+Added: The last reported trade was on September 16, 2021, for 100 shares at $0.40/share.
Record Holders.
−Removed: 325 holders of record as of March 21, 2021;
−Removed: however, we believe the number of beneficial holders of our shares of common stock to be
−Removed: approximately 350.
−Removed: In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more
−Removed: customers who beneficially own the shares.
−Removed: agent is Signature Stock Transfer, Inc.
+Added: There were 325 holders of record as of November 7, 2021;
+Added: however, we believe
+Added: the number of beneficial holders of our shares of Common Stock to be approximately 350.
+Added: In many instances, a registered stockholder is
+Added: a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.
+Added: transfer agent is Signature Stock Transfer, Inc.
14673 Midway Road, Suite 220, Addison, Texas 75001.
1 unchanged sentence
Dividend Policy
−Removed: never paid cash dividends and have no plans to do so in the foreseeable future.
−Removed: Our future dividend policy will be determined by our
−Removed: board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion
−Removed: plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit
−Removed: arrangements may then impose.
−Removed: Regulation Broker-dealer practices in connection with transactions in "penny stocks"
−Removed: are regulated by certain penny stock rules
−Removed: adopted by the Securities and Exchange Commission.
−Removed: Penny stocks generally are equity securities with a price of less than $5.00.
−Removed: from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that
−Removed: current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established
−Removed: customers or accredited investors.
−Removed: stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
−Removed: risk disclosure document that provides information about penny stocks and the risks in the penny stock market.
−Removed: The broker-dealer also
−Removed: must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson
−Removed: in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's
−Removed: In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make
−Removed: a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement
−Removed: to the transaction.
−Removed: These disclosure
−Removed: requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to
−Removed: the penny stock rules.
−Removed: As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their
−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
−Removed: We have no assets,
−Removed: minor liabilities and administrative expenses.
−Removed: TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS
−Removed: Our sole strategy
−Removed: is to acquire an operating business.
−Removed: Successful implementation of this strategy depends on our ability to identify a suitable acquisition
−Removed: candidate, acquire such company on acceptable terms and integrate its operations.
−Removed: In pursuing acquisition opportunities, we compete with
−Removed: other companies with similar strategies.
−Removed: Competition for acquisition targets may result in increased prices of acquisition targets and
−Removed: a diminished pool of companies available for acquisition.
−Removed: Acquisitions involve multiple other risks, including risks of acquiring undisclosed
−Removed: or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention, potential disputes
−Removed: with the seller of one or more acquired entities and possible failure to retain key acquired personnel.
−Removed: Any acquired entity or assets
−Removed: may not perform relative to our expectations.
−Removed: Our ability to meet these challenges has not been established.
−Removed: OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS
−Removed: We believe we are
−Removed: an insignificant participant among the firms which engage in the acquisition of business opportunities.
−Removed: There are many established venture
−Removed: capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have.
−Removed: Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and,
−Removed: consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business
−Removed: Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
−Removed: view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage
−Removed: compared to our competitors.
−Removed: NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS
−Removed: We have not executed
−Removed: any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of a
−Removed: private or public entity.
−Removed: There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities
−Removed: or in concluding a business combination.
−Removed: We have not identified any particular industry or specific business within an industry for evaluation.
−Removed: There is no assurance we will be able to negotiate a business combination on terms favorable, if at all.
−Removed: We have not established a specific
−Removed: length of operating history or specified level of earnings, assets, net worth or other criteria which we will require a target business
−Removed: opportunity to have achieved, and without which we would not consider a business combination.
−Removed: Accordingly, we may enter into a business
−Removed: combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited
−Removed: assets, negative net worth or other negative characteristics.
−Removed: BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS
−Removed: Current conditions
−Removed: in domestic and global economies are extremely uncertain.
−Removed: Adverse changes may occur as a result of softening global economies, wavering
−Removed: consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions.
−Removed: could have a material adverse effect on our business, financial condition, and results of operations.
−Removed: OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER
−Removed: SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY
−Removed: Our principal shareholder
−Removed: owns approximately 95% of our outstanding common stock.
−Removed: As a result, he effectively controls all matters requiring stockholder approval,
−Removed: including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction.
−Removed: These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer.
−Removed: concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might
−Removed: view favorably.
−Removed: DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.
−Removed: Certain conflicts
−Removed: of interest may exist between our sole director and us.
−Removed: Our sole Director has other business interests to which he devotes his attention
−Removed: and may be expected to continue to do so although management time should be devoted to our business.
−Removed: As a result, conflicts of interest
−Removed: may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us.
−Removed: See "Directors
−Removed: and Executive Officers"
−Removed: and "Conflicts of Interest."
−Removed: DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.
−Removed: To supplement the
−Removed: business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys,
−Removed: or other consultants or advisors.
−Removed: Our Board without any input from stockholders will make the selection of any such advisors.
−Removed: it is anticipated that such persons may be engaged on an "as needed"
−Removed: basis without a continuing fiduciary or other obligation
−Removed: In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able
−Removed: to provide the required services.
−Removed: OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS
−Removed: Our primary plan
−Removed: of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing securities
−Removed: to stockholders of such private company.
−Removed: The issuance of previously authorized and unissued shares of our common stock would result in
−Removed: reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management.
−Removed: In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held our
−Removed: stockholders.
−Removed: REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.
−Removed: Our securities
−Removed: are currently listed on the Pink Sheets and we are currently seeking to have them listed on the over the counter bulletin board.
−Removed: shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers
−Removed: who sell such securities to persons other than established customers or accredited investors.
−Removed: For purposes of the rule, the phrase "accredited
−Removed: investors"
−Removed: means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess
−Removed: of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000).
−Removed: For transactions
−Removed: covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written
−Removed: agreement to the transaction prior to the sale.
−Removed: Consequently, the rule may affect the ability of broker-dealers to sell our securities
−Removed: and the ability of purchasers in this offering to sell their securities in any market that might develop.
−Removed: In addition, the
−Removed: Securities and Exchange Commission has adopted multiple rules to regulate "penny stocks."
−Removed: Such rules include Rules 3a51-1,
−Removed: 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended.
−Removed: Because our securities
−Removed: constitute "penny stocks"
−Removed: within the meaning of the rules, the rules would apply to us and to our securities.
−Removed: The rules may
−Removed: further affect the ability of owners of Shares to sell our securities in any market that might develop for them.
−Removed: Shareholders should
−Removed: be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns
−Removed: of fraud and abuse.
−Removed: Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
−Removed: to the promoter or issuer;
−Removed: (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
−Removed: (iii) "boiler room"
−Removed: practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
−Removed: sales persons;
−Removed: (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers;
−Removed: and (v) the wholesale dumping
−Removed: of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses.
−Removed: management is aware of the abuses that have occurred historically in the penny stock market.
−Removed: Although we do not expect to be in a position
−Removed: to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines
−Removed: of practical limitations to prevent the described patterns from being established with respect to our securities.
−Removed: The shares of our
−Removed: common stock may be thinly-traded on the Pink Sheets, meaning that the number of persons interested in purchasing our shares of common
−Removed: stock at or near ask prices at any given time may be relatively small or non-existent.
−Removed: This situation is attributable to a number of
−Removed: factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors
−Removed: and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,
−Removed: they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the
−Removed: purchase of our shares of common stock until such time as we became more seasoned and viable.
−Removed: As a consequence, there may be periods
−Removed: of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer
−Removed: which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities
−Removed: STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO
−Removed: LIQUIDATE YOUR SHARES.
−Removed: We cannot give
−Removed: you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or
−Removed: that any trading levels will be sustained.
−Removed: Due to these conditions, we can give investors no assurance that they will be able to sell
−Removed: their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common
−Removed: stock of our Company.
−Removed: COMPANY IS A SHELL COMPANY AND AS SUCH SHAREHOLDERS CANNOT RELY ON THE PROVISIONS OF RULE 144 FOR RESALE OF THEIR SHARES UNTIL CERTAIN
−Removed: CONDITIONS ARE MET.
−Removed: The Company is
−Removed: a shell company as defined under Rule 405 of the Securities Act of 1933 as a registrant that has no or nominal operations and either
−Removed: no or nominal assets, or assets consisting only of cash or cash equivalents and/or other nominal assets.
−Removed: As securities issued by a shell
−Removed: company, the securities issued by the Company can only be resold by filing a registration statement for those shares or utilizing the
−Removed: provisions of Rule 144 once certain conditions are met, to wit:
−Removed: (i) the Company has ceased to be a shell company (ii) the Company is
−Removed: subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, (iii) the Company has filed all
−Removed: required reports under the Exchange Act of the preceding 12 months and (iv) one year has elapsed since the Company filed "Form 10"
−Removed: Thus, a shareholder
−Removed: of the Company will not be able to sell its shares until such time as a registration statement for those shares is filed or the Company
−Removed: has ceased to be a shell company either by effecting a business combination or by developmental growth, the Company has remained current
−Removed: on its Exchange Act filings for 12 months and the Company has filed the information as would be required by a "Form 10"
−Removed: audited financial statements, management information and compensation, shareholder information, etc.)
−Removed: PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE
−Removed: Our intention is
−Removed: for our shares of common stock to continue to be listed on the OTC Markets.
−Removed: There is a limited market for our stock.
−Removed: It may be subject
−Removed: to volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers.
−Removed: Due to the low volume of shares
−Removed: traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock.
−Removed: This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring
−Removed: in any trading day session.
−Removed: Holders of our common stock may also not be able to readily liquidate their investment or may be forced to
−Removed: sell at depressed prices due to low volume trading.
−Removed: If high spreads between the bid and ask prices of our common stock exist at the time
−Removed: of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment.
−Removed: Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock.
−Removed: No assurance can be given that an active market in our common stock will develop or be sustained.
−Removed: If an active market does not develop,
−Removed: holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
−Removed: OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.
−Removed: We may issue further
−Removed: Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that would, upon issuance,
−Removed: represent a majority of our voting power and equity.
−Removed: The result of such an issuance would be those new stockholders and management would
−Removed: control us, and persons unknown could replace our management at this time.
−Removed: Such an occurrence would result in a greatly reduced percentage
−Removed: of ownership of us by our current Shareholders.
−Removed: NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK
−Removed: We do not anticipate
−Removed: paying any cash dividends on our common stock in the foreseeable future.
−Removed: BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS
−Removed: The business of
−Removed: selecting and entering into a merger is fraught with all kinds of issues.
−Removed: For instance, the business may need capital that is never achieved,
−Removed: the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or
−Removed: competitive factors cause business failure.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: Not applicable.
+Added: have never paid cash dividends and have no plans to do so in the foreseeable future.
+Added: Our future dividend policy will be determined by
+Added: our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and
+Added: expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any
+Added: future credit arrangements may then impose.
+Added: Shares of Common Stock
+Added: Stock Reverse Split
+Added: The Company’s common shares
+Added: were reverse split 10,000 to 1 effective March 10, 2021.
+Added: Stock Issuances
+Added: On August 1, 2020, our sole
+Added: director and officer purchased 800,000 post-split common shares for $100 cash payable upon the effectiveness of such split, which occurred
+Added: on March 10, 2021.
+Added: Description of Common Stock
+Added: We are authorized to issue 250,000,000
+Added: shares of our Common Stock, no par value (the "Common Stock").
+Added: Each share of the Common Stock is entitled to share equally with each other
+Added: share of Common Stock in dividends from sources legally available therefore, when, and if, declared by our board of directors and, upon
+Added: our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for
+Added: distribution to the holders of the Common Stock.
+Added: Each holder of Common Stock is entitled to one vote per share for all purposes, except
+Added: that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors
+Added: to be elected.
+Added: Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common
+Added: Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock.
+Added: Our board of directors is
+Added: authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder
+Added: All shares of Common Stock have equal voting rights, and voting rights are not cumulative.
+Added: A total of 888,579 shares of
+Added: common stock are issued and outstanding.
+Added: Description of Preferred
+Added: Of the 50,000,000 authorized
+Added: shares of preferred stock, 1,000,000 shares have been designated as Class A, 1,000,000 shares as Class B, and the remaining 48,000,000
+Added: shares are undesignated.
+Added: Each share of Class A preferred
+Added: is entitled to 100 votes on all matters presented to the Company’s shareholders for action.
+Added: The Class A does not have any liquidation
+Added: preference, additional voting rights, anti-dilution rights, or any other preferential rights.
+Added: Each share of Class B preferred
+Added: is convertible into 10 shares of the Company’s common stock.
+Added: The Class B preferred does not have any liquidation preference, voting
+Added: rights, other conversion rights, anti-dilution rights, or any other preferential rights.
+Added: There are no preferred shares
+Added: issued and outstanding.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.