33 unchanged sentences
required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements
−Removed: of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden
+Added: of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of stockholders on executive compensation and any golden
parachute payments not previously approved.
35 unchanged sentences
time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.
−Removed: During the next twelve months we anticipate incurring costs related to:
−Removed: (i) filing Exchange Act reports,
−Removed: (ii) investigating, analyzing and
−Removed: consummating an acquisition.
+Added: During the next twelve months we anticipate incurring
+Added: costs related to:
+Added: filing Exchange Act reports, and
+Added: investigating, analyzing and consummating an acquisition.
We believe we will be able to meet these costs
2 unchanged sentences
such funds will be advanced or that the Company will be able to secure any additional funding as needed.
−Removed: As of March 31, 2023, the Company
+Added: As of June 30, 2023, the Company
had cash of $2,663.
15 unchanged sentences
percent (18%) per annum.
−Removed: As of March 31, 2023, the total amount due under the note was $69,525.
+Added: As of June 30, 2023, the total amount due under the note was $79,525.
The note is filed herewith as Exhibit 10.1.
9 unchanged sentences
assurance of additional funding being available.
−Removed: The Company, as of March 31, 2023, had $6,790
−Removed: of cash and has not earned any revenues from operations to date.
+Added: The Company, as of June 30, 2023, had $2,663 of
+Added: cash and has not earned any revenues from operations to date.
In the next 12 months, we expect to incur expenses equal to approximately
79 unchanged sentences
Liquidity and Capital Resources
−Removed: As of March 31, 2023 the Company had total assets equal to $6,790
−Removed: comprised exclusively of cash.
−Removed: The Company’s current liabilities as of March 31, 2023 totaled $81,415 and was comprised of accounts
−Removed: payable and accrued expenses, advances from a stockholder, and amounts due under a note payable to a stockholders.
−Removed: The Company can provide
−Removed: no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
+Added: As of June 30, 2023, the Company had total assets
+Added: equal to $2,663 comprised exclusively of cash.
+Added: The Company’s current liabilities as of June 30, 2023 totaled $90,125 and was comprised
+Added: of accounts payable and accrued expenses and amounts due under a note payable to a stockholder.
+Added: The Company can provide no assurance that
+Added: it can continue to satisfy its cash requirements for at least the next twelve months.
The following is a summary of the Company’s
cash flows provided by (used in) operating and financing activities:
−Removed: For the three months ended
+Added: For the six months ended
Net Cash Used In Operating Activities
10 unchanged sentences
Issuance of Promissory Note to a Stockholder and Director
−Removed: On December 10, 2021, in connection with
−Removed: advances made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder
−Removed: and director of the Company, pursuant to which the Company agreed to repay Mr.
+Added: On December 10, 2021, in connection with advances
+Added: made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director
+Added: of the Company, pursuant to which the Company agreed to repay Mr.
Tompkins the sum of any and all amounts that Mr.
−Removed: Tompkins may advance to the Company on or before the date that the Company consummates a business combination with a private company
−Removed: or reverse takeover transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule
−Removed: 12b-2 under the Exchange Act).
−Removed: The Company has used the proceeds from the note to cover its expenses.
−Removed: Tompkins has no
−Removed: obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to the Company
−Removed: as fees and expenses are incurred in the future.
+Added: Tompkins may advance
+Added: to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction
+Added: or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).
+Added: Company has used the proceeds from the note to cover its expenses.
+Added: Tompkins has no obligation to advance funds to the Company
+Added: under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future.
As a result, the Company issued the note in anticipation of such advances.
−Removed: shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has
−Removed: In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default
−Removed: Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of
−Removed: eighteen percent (18%) per annum.
−Removed: As of March 31, 2023, the total amount due under the note was $69,525.
+Added: Interest shall not accrue on the outstanding principal amount
+Added: of the note except if an Event of Default (as defined in the note) has occurred.
+Added: In the event of an Event of Default, the entire note
+Added: shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the
+Added: interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum.
+Added: As of June 30, 2023, the total amount due under
+Added: the note was $79,525.
Results of Operations
2 unchanged sentences
No revenue has been generated by the Company for the
−Removed: three months ended March 31, 2023.
+Added: six months ended June 30, 2023.
It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger
4 unchanged sentences
to continue its efforts to locate suitable acquisition candidates.
−Removed: For the three months ended March 31, 2023 and
−Removed: 2022, the Company had a net loss of $12,799 and $7,827 respectively, comprised of accounting, audit and other professional service fees
−Removed: incurred in relation to the preparation and filing of the Company’s SEC filings and general and administrative expenses.
+Added: For the three months ended June 30, 2023, and
+Added: 2022, the Company had a net loss of $12,837 and $10,491, respectively, and for the six months ended June 30, 2023 and 2022, the Company
+Added: had a net loss of $25,636 and $18,318 respectively , comprised of accounting, audit and other
+Added: professional service fees incurred in relation to the preparation and filing of the Company’s SEC filings and general and administrative
In the next 12 months, we expect to incur expenses
41 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.