What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2020-09-25 compared with 2019-09-30 · 61 added, 67 removed, 271 unchanged (32% of the section changed)

19 unchanged sentences

business will have no revenues unless and until we merge with or acquire or start an operating business.

We have no revenues from operations.

We may not realize any revenues unless and until we successfully

merge with or acquire an operating business or start our own operations.

have no revenues from operations.

We may not realize any revenues unless and until we successfully merge with or acquire an operating

business or start our own operations.

the Company has no assets and no present source of revenues, we are dependent upon the financial support of Roran.

4 unchanged sentences

Roran is providing us with funding, on

an as needed basis, under a loan arrangement, with amounts advanced limited to enabling us to continue our corporate existence

and our business objective to seek new business opportunities, as well as funding the costs, including professional accounting

and legal fees, of registering our securities under the Exchange Act and continuing to be a reporting company under the Exchange

an as-need basis, under a loan arrangement, with amounts advanced limited to enabling us to continue our corporate existence and

our business objective to seek new business opportunities, as well as to fund the costs, including professional accounting and

legal fees, of registering our securities under the Exchange Act and continuing to be a reporting company under the Exchange Act.

The amount to be loaned by Roran in the interim financing arrangement is limited to $250,000.

5 unchanged sentences

regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which we may operate

subsequent to the consummation of a merger.

We will become dependent upon the development or market acceptance of a single or

limited number of products, processes or services.

after the consummation of a merger.

We will become dependent upon the development or market acceptance of a single or a limited

number of products, processes, or services.

depend substantially upon our chief executive officer to make all management decisions.

33 unchanged sentences

that criterion.

In the event we complete a business combination, the success of our operations may be dependent upon management

In the event we complete a business combination, the success of our operations may be dependent upon the management

of the successor firm or venture partner firm and numerous other factors beyond our control.

have no agreement for a business combination or other transaction.

have no definitive agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public

entity, or to enter into a new business.

have no definitive agreement concerning merger engagement with, a joint venture with, or acquisition of, a private or public entity,

or to enter into a new business.

No assurances can be given that we will successfully identify and evaluate suitable business

6 unchanged sentences

responsibilities.

Upon such event, Mr.

Upon such an event, Mr.

Zelmanovitch intends to resign from his positions with us.

15 unchanged sentences

and sole officer and director may become a blank check company or shell company by voluntarily subjecting itself to the SEC reporting

requirements by filing and seeking effectiveness of a Form 10, thereby registering its common stock pursuant to Section 12(g)

of the Securities and Exchange Act of 1934 with the SEC.

Assuming no comments to the Form 10 have been received from the SEC,

that registration statement is automatically deemed effective 60 days after filing the Form 10 with the SEC.

The relative ease

and low cost with which a company can become a reporting blank check or shell company can increase the number of public companies

requirements by filing and seeking effectiveness of Form 10, thereby registering its common stock pursuant to Section 12(g) of

the Securities and Exchange Act of 1934 with the SEC.

Assuming no comments to the Form 10 have been received from the SEC, that

registration statement is automatically deemed effective 60 days after filing the Form 10 with the SEC.

The relative ease and

low cost with which a company can become a reporting blank check or shell company can increase the number of public companies

seeking a business combination, thereby adding further competition to an already highly competitive market for a limited number

2 unchanged sentences

impact our ability to identify a suitable acquisition candidate.

seeking a business combination or developing our own business plan, management anticipates devoting only a limited amount of time

seeking a business combination or developing our business plan, management anticipates devoting only a limited amount of time

to the Company’s affairs in total.

3 unchanged sentences

to identify and consummate a successful business combination.

If we pursue a business combination or develop our own plan of operations,

If we pursue a business combination or develop our plan of operations,

we will need to have increased management involvement.

24 unchanged sentences

time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or

essentially preclude consummation of an acquisition.

Otherwise suitable acquisition prospects that do not have or are unable to

obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange

essentially preclude the consummation of an acquisition.

Otherwise, suitable acquisition prospects that do not have or are unable

to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange

Act are applicable.

may be subject to further government regulation which would adversely affect our operations.

we will be subject to the reporting requirements under the Exchange Act, management believes we will no longer be subject to regulation

under the Investment Company Act since we will not be engaged in the business of investing or trading in securities.

in business combinations which result in our holding passive investment interests in a number of entities, we could be subject

to regulation under the Investment Company Act.

If so, we would be required to register as an investment company and could be

expected to incur significant registration and compliance costs.

We have submitted to the SEC an Application pursuant to Section

8(f) of the Investment Company Act for an order declaring that the Company is no longer a registered investment company.

received no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of

the Investment Company Act could subject us to material adverse consequences.

potential acquisition or merger with a foreign company may subject us to additional risks.

potential acquisition or a merger with a foreign company may subject us to additional risks.

we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside

1 unchanged sentence

These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable

local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and

cultural and language differences.

Foreign economies may differ favorably or unfavorably from the United States economy in growth

of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency

and balance of payments positions, and in other respects.

local tax policies, trade embargoes, risks related to the shipment of raw materials and finished goods across national borders

and cultural and language differences.

Foreign economies may differ favorably or unfavorably from the United States economy in

growth of the gross national product, rate of inflation, market development, rate of savings, and capital investment, resource

self-sufficiency and balance of payments positions, and in other respects.

holdings are controlled by one shareholder which owns approximately 70% of our issued and outstanding stock.

of our issued and outstanding common stock is controlled by Roran Capital, of which Yitzhak Zelmanovitch, the son of our

sole officer and director, Zindel Zelmanovitch.

As a result, Yitzhak Zelmanovich can direct the affairs of the Company

as the majority shareholder and there is no assurance that any decisions made through a shareholder vote will be the same decisions

that one or more minority shareholders would make.

Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

2 unchanged sentences

in a transaction.

Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed

Currently, a transaction may be structured to result in tax-free treatment to both companies, as prescribed

by various federal and state tax provisions.

We intend to structure any business combination so as to minimize the federal and

state tax consequences to both us and the target entity;

however, we cannot guarantee that the business combination will meet

the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a

transfer of stock or assets.

A non-qualifying reorganization could result in the imposition of both federal and state taxes that

may have an adverse effect on both parties to the transaction.

We intend to structure any business combination to minimize the federal and state

tax consequences to both us and the target entity;

however, we cannot guarantee that the business combination will meet the statutory

requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock

A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse

effect on both parties to the transaction.

a blank check company, any registered offering of our securities will have to comply with Rule 419 under the Securities Act of

26 unchanged sentences

or merger target is worthy of the investors’

money or risks, it may be difficult for the company to successfully complete

a blank check offering and even if the company is successful in raising funds in such an offering, it may not be able to find

an attractive acquisition or merger candidate.

Therefore, investors in a blank check offering will have their funds at risk for

a prolonged period of time and they may not be happy with the results of an acquisition or merger, if one were to occur.

money or risks, it may be difficult for the company to complete a blank check

offering successfully and even if the company is successful in raising funds in such an offering, it may not be able to find an

attractive acquisition or merger candidate.

Therefore, investors in a blank check offering will have their funds at risk for a

prolonged period of time, and they may not be happy with the results of an acquisition or merger if one were to occur.

Related to Ownership of Our Common Stock

4 unchanged sentences

as defined, of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including

an exception of an equity security that is quoted on a national securities exchange.

an exception of equity security that is quoted on a national securities exchange.

Our Common Stock is not quoted on a national

55 unchanged sentences

This would also make it more difficult for us to raise additional capital following a business combination.

is limited, and we may be unable to obtain listing of our common stock on a more liquid market.

is limited, and we may be unable to obtain a listing of our common stock on a more liquid market.

common stock is quoted on the Pink Sheets, which provides significantly less liquidity than a securities exchange (such as the

American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market).

is uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange.

is the uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange.

sales of our common stock may impact the market price of our common stock.

3 unchanged sentences

ownership of our shareholders will be reduced, and the price of our common stock may fall.

do not expect to pay dividends for the foreseeable future and investors must look solely to stock appreciation for a return on

their investment in us.

do not expect to pay dividends for the foreseeable future, and investors must look solely to the stock appreciation for a return

on their investment in us.

have no plans to pay, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

11 unchanged sentences

rules described above, FINRA has adopted rules that require that in recommending an

investment to a customer, broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.

Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable

efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will

not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker-dealers to recommend that

their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the

market for our shares.

investment to a customer, the broker-dealer must have reasonable grounds for believing that the investment is suitable for that

Prior to recommending low-priced, speculative securities to their non-institutional customers, broker-dealers must make

reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced

securities will not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker-dealers

to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse

effect on the market for our shares.

publicly-filed reports are reviewed from time to time by the SEC, and any significant changes or amendments required as a result

20 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.

What changed 10-K

Item 1A. Risk Factors