Financial Statements.
−Removed: Acquisition Corp.
−Removed: September 30, 2022
+Added: Acquisition INC.
+Added: March 31, 2023
INDEX TO CONDENSED FINANCIAL STATEMENTS
Index to Condensed Financial Statements
−Removed: Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021
−Removed: Condensed Statement of Operations for the Three and Nine Months ended September 30, 2022 (unaudited)
−Removed: Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Nine Months ended September 30, 2022
−Removed: Condensed Statement of Cash Flows for the Nine Months ended September 30, 2022 (unaudited)
+Added: Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022
+Added: Statements of Operations (Unaudited) for the Three Months ended March 31, 2023 and 2022
+Added: Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three Months ended March 2023 and 2022
+Added: Statements of Cash Flows (Unaudited) for the Three Months ended March 31, 2023 and 2022
Notes to Condensed Financial Statements
−Removed: Acquisition Corp.
+Added: Acquisition INC.
CONDENSED BALANCE SHEETS
−Removed: September 30,
Current assets
17 unchanged sentences
See accompanying notes to condensed financial statements
−Removed: Acquisition Corp.
+Added: Acquisition INC.
CONDENSED STATEMENTS OF OPERATIONS
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
+Added: the three months ended
General and administrative expenses
Loss from operations
−Removed: Weighted average common stock outstanding, basic and diluted
−Removed: Net loss per share of common stock, basic and diluted
+Added: Weighted average common stock outstanding, basic and dilutive
+Added: Loss per share of common stock, basic and dilutive
See accompanying notes to condensed financial statements
−Removed: Acquisition Corp.
+Added: Acquisition INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’
−Removed: Three and Nine Months Ended September 30, 2022
−Removed: Shareholders’
+Added: For the Three Months Ended March 31, 2023 and 2022
+Added: Stockholders’
Balances – December 31, 2021
Balances – March 31, 2022
−Removed: Balances – June 30, 2022
−Removed: Balances – September 30, 2022
+Added: Balances - December 31, 2022
+Added: Balances – March 31, 2023
See accompanying notes to condensed financial statements
−Removed: Acquisition Corp.
+Added: Acquisition INC.
CONDENSED STATEMENT OF CASH FLOWS
−Removed: Nine Months Ended September 30, 2022
−Removed: Nine Months Ended
−Removed: September 30,
+Added: the three months ended
Cash flows from operating activities:
3 unchanged sentences
Cash flows from financing activities:
+Added: Proceeds from stockholder advances
+Added: Repayments of stockholder advances
Proceeds from note payable - stockholder
4 unchanged sentences
See accompanying notes to condensed financial statements
−Removed: Acquisition Corp.
+Added: Acquisition INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: September 30, 2022
+Added: March 31, 2023
Nature of Operations
13 unchanged sentences
Basis of Presentation
−Removed: The accompanying unaudited financial statements
−Removed: have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
−Removed: for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.
−Removed: information or footnote disclosures normally included in financial statements prepared in accordance with U.S.
−Removed: GAAP have been condensed
−Removed: or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.
−Removed: Accordingly, they do not include all the
−Removed: information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows.
−Removed: In the opinion
−Removed: of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature,
−Removed: which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
+Added: The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
+Added: United States of America (“U.S.
+Added: GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q
+Added: and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC.”).
+Added: Certain information or footnote disclosures
+Added: normally included in financial statements prepared in accordance with U.S.
+Added: GAAP have been condensed or omitted, pursuant to the rules
+Added: and regulations of the SEC for interim financial reporting.
+Added: Accordingly, they do not include all the information and footnotes necessary
+Added: for a compete presentation of financial position, results of operations, or cash flows.
+Added: In the opinion of management, the accompanying
+Added: unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair
+Added: presentation of the financial position, operating results and cash flows for the periods presented.
Use of Estimates
5 unchanged sentences
Actual results could differ from those estimates.
−Removed: Cash and Cash Equivalents
−Removed: Cash and cash equivalents are reported in the
−Removed: balance sheet at cost, which approximates fair value.
−Removed: Cash equivalents include all highly liquid investments with an original maturity
−Removed: of three months or less.
−Removed: There are no cash equivalents at September 30, 2022 and December 31, 2021.
The Company accounts for income taxes under ASC
15 unchanged sentences
There were no unrecognized tax benefits and no amounts accrued for interest
−Removed: and penalties as of September 30, 2022 and December 31, 2021.
−Removed: The Company is currently not aware of any issues under review that could
−Removed: result in significant payments, accruals or material deviation from its position.
+Added: and penalties as of March 31, 2023 and December 31, 2022.
+Added: The Company is currently not aware of any issues under review that could result
+Added: in significant payments, accruals or material deviation from its position.
Net Loss per Common Share
3 unchanged sentences
instruments, except when doing so would be anti-dilutive.
−Removed: As of September 30, 2022, there were no dilutive instruments.
+Added: As of March 31, 2023 and 2022, there were no dilutive instruments.
Emerging Growth Company
28 unchanged sentences
Preferred Stock
−Removed: As of September 30, 2022 and December 31, 2021, the Company has 10,000,000
+Added: As of March 31, 2023 and December 31, 2022, the Company has 10,000,000
shares of preferred stock, par value of $ 0.0001 , authorized and none issued or outstanding.
−Removed: As of September 30, 2022 and December 31, 2021, the Company has 50,000,000
−Removed: shares of common stock, par value of $ 0.0001 , authorized and has issued 5,000,000 shares of its common stock for $ 500 to the founders
−Removed: of the Company.
−Removed: As of September 30, 2022 and December 31, 2021,
−Removed: the Company has approximately $ 10,800 and $ 2,700 , respectively in gross deferred tax assets resulting from net operating loss carry-forwards
+Added: As of March 31, 2023 and December 31, 2022, the Company has 50,000,000
+Added: shares of common stock, par value of $ 0.0001 , authorized and 5,000,000 shares issued and outstanding.
+Added: As of March 31, 2023 and December 31, 2022, the
+Added: Company has approximately $ 15,800 and $ 13,100 , respectively in gross deferred tax assets resulting from net operating loss carry-forwards
of $ 75,100 and $ 62,300 , respectively available to offset future taxable income through 2041 subject to the change in ownership provisions
2 unchanged sentences
believes future realization of the related tax benefits is uncertain.
−Removed: The difference between the tax provision at the
−Removed: statutory federal income tax rate on September 30, 2022 and December 31, 2021, and the tax provisions attributable to loss before income
−Removed: taxes is as follows:
−Removed: September 30,
+Added: The difference between the tax provision at
+Added: the statutory federal income tax rate on March 31, 2023, and December 31, 2022, and the tax provisions attributable to loss before
+Added: income taxes is as follows:
Statutory federal income taxes
6 unchanged sentences
note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts
−Removed: advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover
−Removed: transaction or other transaction after which the Company would cease to be a shell company.
−Removed: the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting
−Removed: from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent ( 18 %) per annum.
−Removed: As of September 30, 2022 and December 31, 2021, the amount due under the note payable was $ 42,005 and $ 12,025 , respectively.
+Added: advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse
+Added: takeover transaction or other transaction after which the Company would cease to be a shell company.
+Added: Interest shall not accrue on the outstanding principal amount of the
+Added: note except if an Event of Default (as defined in the note) has occurred.
+Added: In the event of an Event of Default,
+Added: the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the
+Added: Default Date, the interest rate on the note shall accrue at the rate of eighteen percent ( 18 %) per annum.
+Added: As of March 31, 2023, and December
+Added: 31, 2022, the amount due under the note payable was $ 69,525 and $ 52,025 , respectively.
Going Concern
2 unchanged sentences
liabilities in the normal course of business.
−Removed: The Company has incurred losses from inception
−Removed: of $ 51,654 and has a stockholders’ deficit of $ 51,154 as of September 30, 2022.
−Removed: Management believes these conditions raise substantial
−Removed: doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements
+Added: The Company has accumulated deficit and total stockholders' deficit of $ 75,125 and
+Added: $ 74,625 , respectively as of March 31, 2023.
+Added: Management believes these conditions raise substantial doubt about
+Added: the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued.
Management intends to finance operations over the next twelve months through additional borrowings from the existing Note.
18 unchanged sentences
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.