What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2019-09-30 compared with 2018-09-05 · 88 added, 134 removed, 312 unchanged (42% of the section changed)

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the funds required to remain in compliance with our reporting obligations.

following table sets forth, for each of the quarterly periods indicated, the high and low sales prices of our common stock, as

reported on the OTC Pink:

Year Ended June 30, 2017

First Quarter ended September

Second Quarter ended December 31,

Third Quarter ended March 31, 2017

Fourth Quarter ended June 30, 2017

Year Ended June 30, 2018

First Quarter ended September

Second Quarter ended December 31,

Third Quarter ended March 31, 2018

Fourth Quarter ended June 30, 2018

Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions

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Therefore, shareholders may have difficulty selling their securities.

are subject to certain filing requirements and will furnish annual financial reports to our shareholders, audited by our independent

registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically

with the SEC.

All reports and information filed by us can be found at the SEC website, www.sec.gov.

are subject to certain filing requirements and will furnish annual financial statements to our shareholders, audited by

our independent registered public accounting firm, and will furnish un-audited quarterly financial statements in our quarterly

reports filed electronically with the SEC.

All financial statements and information filed by us can be found at the SEC

website, www.sec.gov.

Company has retained Computershare Investor Services Inc., 1500 Robert-Bourassa Blvd., 7 th Floor, Montreal, Quebec,

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of Equity Security Holders

As of September 04, 2018 we had 320

holders of record of our common stock.

This does not include beneficial owners holding common stock in street name.

number of beneficial holders of our shares could be substantially larger than the number of shareholders of record.

of September 23, 2019, we had 26 holders of record of our common stock.

This does not include beneficial owners holding

common stock in street name.

As such, the number of beneficial holders of our shares could be substantially larger than the number

of shareholders of record.

have never paid dividends and have no current plans to do so.

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The New Board has continued to work toward achieving that goal.

The Company is clearly no longer operating

as a registered investment company under the Investment Company Act.

The Company has engaged, and intends to continue to engage,

qualified professionals and personnel in order to bring the Company current in its SEC filings and audits.

Roran paid for the

Company to file all delinquent SEC filings as a registered investment company.

The Company believes that as of June 28, 2017 it

ceased to be a registered investment company so it did not file as a registered investment company for the period ended June 30,

Instead, the Company filed a Form 10-K for that period, and subsequently has filed all required Forms 10-Q and this Form

10-K in a timely fashion.

The Company also filed with the SEC an Application pursuant to Section 8(f) of the Investment Company

Act of 1940 for an order declaring that the Company has ceased to be a registered investment company.

In response to that filing,

the SEC issued to the Company comments in a letter dated May 16, 2018.

The Company responded to those comments with the filing

of an Amended Application on June 4, 2018.

As of the date of this Annual Statement, the Company has not received any response

from the SEC in regard to the Amended Application.

Company is clearly no longer operating as a registered investment company under the Investment Company Act.

The Company has engaged,

and intends to continue to engage, qualified professionals and personnel in order to bring the Company current in its SEC filings

Roran paid for the Company to file all delinquent SEC filings as a registered investment company.

The Company believes

that as of June 28, 2017 it ceased to be a registered investment company so it did not file as a registered investment company

for the period ended June 30, 2018 nor any subsequent periods.

Instead, the Company filed a Form 10-K for that period,

and subsequently has filed all required Forms 10-Q and this Form 10-K in a timely fashion.

The Company also filed with the SEC

an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased

to be a registered investment company.

In response to that filing, the SEC issued to the Company comments in a letter dated May

The Company responded to those comments with the filing of an Amended Application on June 4, 2018 and most recently

on August 26, 2019.

As of the date of this Annual Statement, the Company has not received any response from the SEC in regard

to the Amended Application.

Accounting Pronouncements

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there is substantial doubt about our ability to continue as a going concern.

Convertible Financial Instruments

The Company bifurcates conversion options

from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met.

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are

not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that

embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable

generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument

with the same terms as the embedded derivative instrument would be considered a derivative instrument.

An exception to this rule

is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

When the Company

has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded

for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of

the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Beneficial Conversion Feature

The issuance of the convertible debt issued

by the Company (described in Note 4 to the Financial Statements) generated a beneficial conversion feature (“BCF”),

which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or

in the money at inception because the conversion option has an effective strike price that is less than the market price of the

underlying stock at the commitment date.

The Company recognized the BCF by allocating the intrinsic value of the conversion option,

which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion

price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible

debt (recorded as a component of additional paid in capital).

Value of Financial Instruments

Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial

instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”)

to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 establishes a framework for measuring fair value

in accounting principles generally accepted in the United States of America (U.S.

GAAP), and expands disclosures about fair value

measurements.

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37

establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three

(3) broad levels.

The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

market prices available in active markets for identical assets or liabilities as of the reporting date.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

inputs that are generally unobservable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or

similar techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities

and the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within

more than one level described above, the categorization is based on the lowest level input that is significant to the fair value

measurement of the instrument.

involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of

competitive, free-market dealings may not exist.

Representations about transactions with related parties, if made, shall not imply

that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions

unless such representations can be substantiated.

Financial Instruments

Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial

instruments if certain criteria are met.

The criteria include circumstances in which (a) the economic characteristics and risks

of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host

contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured

at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings

as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative

An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under

applicable GAAP.

the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts

are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the

fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded

in the instrument.

Conversion Feature

issuance of the convertible debt issued by the Company (described in Note 4 to the Financial Statements) generated a beneficial

conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option

that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that

is less than the market price of the underlying stock at the commitment date.

The Company recognized the BCF by allocating the

intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by

the difference between the effective conversion price per share and the fair value of common stock per share on the commitment

date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital).

Tax Assets and Income Taxes Provision

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the year ended June 30, 2019 as compared to the year ended June 30, 2018

the Fiscal Year Ended:

and unrealized loss on investments

Administrative

there were no operations, revenues for the year ended June 30, 2017 were minimal, and there was no revenue for the year ended

For the Fiscal Year Ended:

June 30, 2019

The limited revenue we had was interest generated from investments.

All of the Company’s revenue generating

assets were liquidated as part of the Receivership.

We expect that the Company will not generate any revenue until we can execute

on our plan to enter into a new business or merge with or otherwise acquire another business.

Even if we are successful in closing

such a transaction, there is still no assurance we will generate any revenue.

June 30, 2018

Interest Income

Gain from extinguishment of debt

Administrative expenses

Interest Expense

Total expenses

Net Income (Loss)

there were no operations, revenues for the year ended June 30, 2018 were none, and there was no revenue for the year ended June

There was a gain from extinguishment of the Roran debt of $10,584,254 which is OFFSET

by NOLs to limit our taxable income.

All of the Company’s revenue generating assets were liquidated as

part of the Receivership.

We expect that the Company will not generate any revenue until we can execute on our plan to enter into

a new business or merge with or otherwise acquire another business.

Even if we are successful in closing such a transaction, there

is still no assurance we will generate any revenue.

Company had no direct costs associated with generating revenue as the Company was not conducting any active business.

of the Receivership, the activities of the Company were limited to the liquidation of its assets.

expenses for the year ended June 30, 2018 totaled $140,851.

These expenses consisted primarily of $114,707 for agent fees in the

Receivership;

the costs of the Receivership;

and, the cost to maintain the corporate existence of the Company;

and, $100,425 on

realized losses on investments.

Total expenses for the year ended June 30,

2018 totaled $140,851.

These expenses consisted primarily of legal and accounting and administrative expense to

maintain the Company’s status as a mandatory filer with the SEC;

These expenses consisted primarily of legal and accounting and administrative

expense to maintain the Company’s status as a mandatory filer with the SEC;

and, interest expense.

expenses for the year ended June 30, 2019 totaled $158,529 These expenses consisted primarily of legal and accounting and administrative

expense to maintain the Company’s status as a mandatory filer with the SEC;

and, interest expense.

Company had no employees for the years ended June 30, 2018 and June 30, 2019.

Any expenses related to “personnel”

were for professional fees, consultants, and contractors engaged by the receiver to assist with the Receivership, or maintain

the corporate existence of the Company.

were for professional fees, consultants, and contractors engaged to maintain the corporate existence of the Company.

Party Transactions

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Board and Acting Chief Financial Officer:

Yitzhak Zelmanovitch

The following amounts were owed to related

parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

June 30, 2019

Judgment Payable (acquired by Roran from SBA)

Interest on Judgment Payable

Convertible Note Payable (See Note 4)

Convertible Note Payable (See Note 4 of the accompanying financial

Interest on Convertible Note Payable

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had cash and cash equivalents of $8,993 as of June 30, 2019 and a working capital deficit of $183,195 as of June 30, 2019.

During the fourth quarter of fiscal year 2018 and through the date of this Annual Report, we have faced an increasingly

challenging liquidity situation that has severely hamstrung our ability to execute our operating plan.

We have no operating business

and we generate no revenue.

While we are focused on identifying a new business to enter into, or merge with or otherwise acquire

an operating business, even those activities require capital.

We also need to maintain our corporate existence and become current

in our filings with the SEC.

We will borrow the needed capital from Roran, and seek other sources for capital.

the fourth quarter of fiscal year 2019 and through the date of this Annual Report, we have faced an increasingly challenging

liquidity situation that has severely hamstrung our ability to execute our operating plan.

We have no operating business and we

generate no revenue.

While we are focused on identifying a new business to enter into, or merge with or otherwise acquire an operating

business, even those activities require capital.

We also need to maintain our corporate existence and become current in our filings

with the SEC.

We will seek to borrow the needed capital from Roran, and seek other sources for capital.

There is no assurance

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During the year ended June 30, 2019 we reported

a net loss of $140,851, and had negative cash flows from operating activities totaling ($94,714) for the same period.

Combined with a beginning cash balance of $-0- as of July 1, 2017, we had a positive net change in cash during 2018 of $4,624.

a net loss of $158,529 (not taking into account the extinguishment of debt income), and had negative cash flows from operating

activities totaling ($94,714) for the same period.

Combined with a beginning cash balance of $4,624 as of July 1, 2018, we had

a positive net change in cash during 2018 of $4,368.

of June 30, 2019 we had assets of cash in the amount of $8,993, and no other assets as the Company has ceased operations.

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as long as we are seeking and evaluating Business Targets.

June 30, 2018, we had $4,624 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent upon

loans to fund losses incurred in excess of our cash.

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing

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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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity