ITEM
1. BUSINESS
As
used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Worldwide
NFT Inc. unless otherwise indicated.
Cautionary
Note Regarding Forward-Looking Statements
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor,
our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence
operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in
this report, including statements regarding our future financial position, liquidity, business strategy, and plans and objectives of
management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “could,”
“target,” “potential,” “is likely,” “will,” “expect” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on
our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy, and financial needs.
The
results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that
may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk
Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information,
future events, or otherwise.
Description
of Business
Worldwide
NFT Inc. does not have significant operations. It intends to effect a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more businesses. The company was founded in 2012 and is headquartered in
Las Vegas, Nevada.
Based
on our proposed business activities, we are a “blank check” company. The SEC defines those companies as “any development
stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
Act”) and that has no specific business plan or purpose or has indicated that its business plan is to merge with an unidentified
company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we
also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many
states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective
jurisdictions. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those
requirements.
Corporate
Background
We
were incorporated on July 12, 2010 under the laws of the State of Nevada. We were never able to raise sufficient capital to engage in
the business of providing web-based services to connect employers in and individuals seeking employment in the UK and Ireland. On February
26, 2013 our two founding officers and directors resigned and were replaced by Warwick Calasse who assumed the title of President, CEO,
CFO, Secretary, Treasurer and sole member of our Board of Directors. We disclosed that on January 1, 2013 that we had entered into an
Assignment Agreement with dated January 21, 2013 between Golden Glory Panama, as assignee, and Sertesaz Ltd. and C&ENER SA, the Colombian
owners that owned 60% and 40% of the concession in return for shares of our common stock and cash payments through March 7, 2016 of over
$3,000.000 comprised of payments for the option to purchase 100% of the mining concessions and mining development expenditures.
Our
last financial report prior to filing a Form 15 discussed below was a Form 10-Q filed February 20, 2013 for the quarter ended December
31, 2012.
On
June 29, 2016, we filed a Form 15 with the Securities Exchange Commission (the “SEC”) to voluntarily effect the deregistration
of our common stock. We were eligible to deregister by filing a Form 15 because we had fewer than 300 holders of record of our common
stock. Upon the filing of a Form 15, our obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, were immediately
suspended.
On
May 26, 2021, George Sharp was appointed as our Custodian by Order Granting Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
George Sharp as Custodian, and (4) for Temporary Restraining Order and Preliminary Injunction on Order Shortening Time, Case No A-20-815182-B,
Dept. No. XVI issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his
authority as Custodian, George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the
Company by resolutions of the registrant’s Board of Directors on May 26, 2021. On August 29, 2021, in recognition of the $50,000
cash invested and $50,000 in consulting fees accrued by George Sharp for professional and regulatory fees to reinstate the registrant
in the State of Nevada and to have the registrant become current in its filings under the SEC’s recently imposed requirements for
public companies operating under SEC Rule 15c2-11, the Board issued 300,000 shares of the authorized “blank check” preferred
stock to George Sharp with 10,000 votes for each share of preferred stock to give voting control to Mr. Sharp. The registrant has engaged
BF Borgers as its principal accountant to audit the registrant’s annual financial statements and to review its quarterly financial
statements required to be filed with the SEC under the registrant’s reporting obligations under the Securities Exchange Act of
1934, as amended.
Since
we issued the 300,000 shares of Series A preferred stock to George Sharp we became aware through our transfer agent that in March 2013
the Company issued to a new President, Mr. Warwick Calasse, 5,000,000 shares of Series A preferred stock with each share of Series A
preferred stock having the voting power of 294 shares of common stock. We have attempted to contact Mr. Calasse without success. Accordingly,
on October 22, 2021, we issued 4,700,000 shares of Series A preferred stock and 1,000,000 shares of common stock to George Sharp to give
him voting control of all matters submitted to the shareholders of the Company’s common stock. See “Risk Factors”,
below.
It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in
the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.
All
such costs for the next 12 months and beyond such time will be paid with money in our treasury, if any, or possibly with additional money
contributed by George Sharp, our sole director and officer, or another source identified by him.
Competition
We
will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than
us. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared
to our competitors.
Employees
We
presently have no employees. George Sharp, our President, Secretary and Treasurer, is engaged in outside business activities and anticipates
that he will devote to our business a limited time until the acquisition of a successful business opportunity has been identified. We
expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
Our
Principal Office
Our
principal office in space provided to us by Mr. Sharp at 3535 Executive Terminal Drive, Henderson, NV 89052 and our telephone number
is (702)-840-4433.
Management
of the Company will have substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is
dependent on the judgment of its management in connection with this process. In evaluating a prospective business opportunity, we would
consider, among other factors, the following:
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costs
associated with pursuing a new business opportunity; |
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growth
potential of the new business opportunity; |
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experiences,
skills and availability of additional personnel necessary to pursue a potential new business opportunity; |
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necessary
capital requirements; |
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the
competitive position of the new business opportunity; |
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the
competitive position of the new business opportunity; |
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stage
of business development; |
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the
market acceptance of the potential products and services; |
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proprietary
features and degree of intellectual property; and |
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the
regulatory environment that may be applicable to any prospective business opportunity. |
The
foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection
with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.
The time and costs required to
pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for
filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty. Management intends to devote such time
as it deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential
business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount
of time that our management will actually devote to the Company’s plan of operation.
Effecting
a Business Combination
Prospective
investors in our common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more
business combinations that we may undertake. A business combination may involve the acquisition of, or merger with, a company which
needs to raise substantial additional capital by means of being a publicly trading company, while avoiding what it may deem to be
adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control
and compliance with various Federal and State securities laws. A business combination may involve a company which may be financially
unstable or in its early stages of development or growth.
The
Company Has Not Identified a Target Business or Target Industry
Our
effort in identifying a prospective target business will not be limited to a particular industry and we may ultimately acquire a business
in any industry management deems appropriate. To date, the Company has not selected any target business on which to concentrate our search
for a business combination. While the Company intends to focus on target businesses in the United States, it is not limited to U.S. entities
and may consummate a business combination with a target business outside of the United States. Accordingly, there is no basis for investors
in the Company’s common stock to evaluate the possible merits or risks of the target business or the particular industry in which
we may ultimately operate. To the extent we effect a business combination with a financially unstable company or an entity in its early
stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks
inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition,
to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we may be affected
by the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes many industries which
experience rapid growth. In addition, although the Company’s management will endeavor to evaluate the risks inherent in a particular
industry or target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
Sources
of Target Businesses
Our
management anticipates that target business candidates will be brought to our attention from various unaffiliated sources, including
securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who may present
solicited or unsolicited proposals. Our management may also bring to our attention target business candidates. While we do not presently
anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these
firms in the future, in which event we may pay a finder’s fee or other compensation in connection with a business combination.
In no event, however, will we pay management any finder’s fee or other compensation for services rendered to us prior to or in
connection with the consummation of a business combination.
Selection
of a Ttarget Business and Structuring of a Business Combination
Management
owns approximately 93% of the issued and outstanding shares of common stock of the Company, and will have broad flexibility in identifying
and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors,
the following:
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financial
condition and results of operation of the target company; |
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growth
potential; |
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experience
and skill of management and availability of additional personnel; |
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capital
requirements; |
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competitive
position; |
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stage
of development of the products, processes or services; |
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degree
of current or potential market acceptance of the products, processes or services; |
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proprietary
features and degree of intellectual property or other protection of the products, processes or services; |
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regulatory
environment of the industry; and |
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costs
associated with effecting the business combination. |
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based,
to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business
combination consistent with our business objective. In evaluating a prospective target business, we will conduct a due diligence review
which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial
and other information which will be made available to us.
We
will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target business and both
companies’ stockholders. However, there can be no assurance that the Internal Revenue Service or applicable state tax authorities
will necessarily agree with the tax treatment of any business combination we consummate.
The
time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently
be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will result in a loss to us.
Probable
Lack of Business Diversification
While
we may seek to effect business combinations with more than one target business, it is more probable that we will only have the ability
to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent upon the future
performance of a single business. Unlike other entities which may have the resources to complete several business combinations with entities
operating in multiple industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only
a single entity, our lack of diversification may:
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subject
us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to a business combination, and |
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in our dependency upon the development or market acceptance of a single or limited number of products, processes or services. |
VeryLlimited
Liquidity of Our Common Stock
Our
common stock occasionally trades on the OTC Pink Sheet Market, as there is no active market maker in our common stock. As a result, there
is only limited liquidity in our common stock.
Limited
Ability to Evaluate the Target Business’ Management
We
cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure
you that the future management will have the necessary skills, qualifications or abilities to manage a public company intending to embark
on a program of business development. Furthermore, the future role of our director, if any, in the target business cannot presently be
stated with any certainty.
While
it is possible that our director will remain associated in some capacity with us following a business combination, it is unlikely that
he will devote his full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director
will have significant experience or knowledge relating to the operations of the particular target business.
Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Our
auditors Has Expressed Substantial Doubt About Our Ability to Continue as a Going Concern
Our
audited financial statements for the years ended June 30, 2021 and 2022, were prepared using the assumption that we will continue our
operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to
continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination
as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of
this uncertainty. There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months.
Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders
may lose some or all of their investment in the Company’s shares of common stock.
Competition
and Market Condition
In
identifying, evaluating and selecting a target business, we expect to encounter intense competition from other entities having a business
objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business
combinations, either directly or through affiliates. Many if not virtually most of these competitors possess far greater financial, human
and other resources compared to our resources. While we believe that there are numerous potential target businesses that we may identify,
our ability to compete in acquiring certain of the more desirable target businesses will be limited by our limited financial and human
resources. Our inherent competitive limitations are expected by management to give others an advantage in pursuing the acquisition of
a target business that we may identify and seek to pursue. Further, any of these limitations may place us at a competitive disadvantage
in successfully negotiating a business combination. Our management believes, however, that our status as a reporting public entity with
potential access to the United States public equity markets may give us a competitive advantage over certain privately-held entities
having a similar business objective in acquiring a desirable target business with growth potential on favorable terms.
If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from existing competitors of the
business we acquire. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number
of competitors, including those with far greater financial, marketing, technical and other resources than the initial competitors in
the industry in which we seek to operate. The degree of competition characterizing the industry of any prospective target business cannot
presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively,
especially to the extent that the target business is in a high-growth industry.
Employees
George
Sharp, our Chief Executive Officer, is our sole executive officer. Mr. Case y is not obligated to devote any specific number of hours
per week and, in fact, intends to devote only as much time as he deems reasonably necessary to administer the Company’s affairs
until such time as a business combination is consummated. The amount of time he will devote in any time period will vary based on the
availability of suitable target businesses to investigate. We do not intend to have any full-time employees prior to the consummation
of a business combination.
Conflicts
of Interest
The
Company’s management is not required to commit its full time to the Company’s affairs. As a result, pursuing new business
opportunities may require a longer period of time than if management would devote full time to the Company’s affairs. management
is not precluded from serving as an officer or director of any other entity that is engaged in business activities similar to those of
the Company. management has not identified and is not currently negotiating a new business opportunity for us. In the future, management
may become associated or affiliated with entities engaged in business activities similar to those we intend to conduct. In such event,
management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In the
event that the Company’s management has multiple business affiliations, our management may have legal obligations to present certain
business opportunities to multiple entities. In the event that a conflict of interest shall arise, management will consider factors such
as reporting status, availability of audited financial statements, current capitalization and the laws of jurisdictions. If several business
opportunities or operating entities approach management with respect to a business combination, management will consider the foregoing
factors as well as the preferences of the management of the operating company. However, management will act in what it believes will
be in the best interests of the shareholders of the Company. The Company shall not enter into a transaction with a target business that
is affiliated with management.
Regulation
As
of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section
13 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Depending
on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other
laws or regulations that require us to make material expenditures on compliance including the increasing state-level regulation of privacy.
Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect
on our future operating results.
ITEM
1A. RISK FACTORS
The
shares of our common stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who
can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully
consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial
condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You
should carefully consider the risks described below and the other information in this process before investing in our common stock.
Risks
Relating to Our Business and Financial Condition
We
currently have no operations, and investors, therefore, have no basis on which to evaluate the Company’s future prospects.
We
currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and
generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability
to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements
or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination
in a reasonable timeframe, on reasonable terms, or at all. If we fail to complete a business combination as planned, we will never generate
any operating revenues.
If
our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose their
entire investment in us.
We
have no revenues and no operating business. We had a net loss of $6,866; and $0.00 for the years ended June 30, 2021, and 2020, respectively,
a working capital deficit of ($89,130) and an accumulated stockholders’ deficit of ($321,380) at June 30, 2021 and a working capital
deficit of ($119,304) and an accumulated stockholders’ deficit of ($451,854) for the three months ended September 30, 2021. The
report of our independent registered public accountants on our financial statements for the year ended June 30, 2021 states that these
conditions, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going
concern is dependent upon our continued operations, which is dependent in turn upon our ability to meet our financial requirements, raise
additional capital, and the success of our future operations.
Our
principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a
business combination with a private entity whose business presents an opportunity for our stockholders. We cannot assure you that we
can identify a suitable business opportunity and consummate a business combination.
We
may require financing to acquire any business.
We
may require financing to find an acquisition candidate and consummate a transaction. We cannot assure you that we will be successful
in obtaining financing or locating a business to acquire or consummating a transaction or that any business we might acquire will be
operated in a profitable manner.
We
expect losses in the future because we have no revenue.
As
we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses
associated with operating our company. We are not currently engaged in any revenue generating activities and cannot guarantee that we
will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be
able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable
operations.
As
a blank check company, we must comply with Rule 419 of the Securities Act if we undertake an offering of our common stock.
The
Securities Act defines a “blank check company” as a development stage company that has no specific business plan or purpose
whose business plan is to merge with an unidentified company or companies. Thus, we are a blank check company. Rule 419 of the Securities
Act requires, in the case of a registered offering of our common stock, that we undertake certain procedural steps before any shares
of stock or the proceeds of the offering are released. Such requirements include:
Depositing
the net offering proceeds in escrow until an acquisition has been completed;
Depositing
all securities sold in the public offering into escrow until the acquisition has been completed;
Giving
public shareholders an opportunity to consider any proposed acquisition and a chance to either approve the transaction and retain their
shares or get at least 90% of their funds returned from the escrow.
The
need to comply with the provisions of Rule 419 could deter a target company from seeking to complete a transaction with us.
As
a shell company, we are not eligible to rely upon Form S-8 to issue our securities and are subject to enhanced reporting requirements.
As
a shell company we are not eligible to rely upon Form S-8 to issue securities. Further, as a blank check we are subject to enhanced specific
reporting requirements, including requirements as to the information to be disclosed in connection with any public offering of our securities
as specified in Rule 419. These enhanced disclosure provisions and the rights to be provided to any purchaser in a public offering of
our securities impose substantial costs on and impediments to a public offering of our common stock.
Because
we are a shell company and have no business, holders of our common stock may not rely upon Rule 144 until disclosure provisions applicable
to blank check companies are satisfied.
Rule
144 provides that shares of our common stock may not be sold under Rule 144 until we have ceased to be a shell company and one year has
elapsed from the date on which we have filed Form 10 information. Thus, a holder of our common stock may be required to hold his shares
indefinitely.
The
COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.
The
COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not
able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response
thereto impose limitations on our operations or result in a prolonged economic recession or depression, the Company’s development
and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material
revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results
of operations.
Our
common stock is subject to a “STOP” warning label on OTC PINK.
Our
common stock is quoted on OTC Pink and is currently subject to a “STOP” warning on the OTC Pink. We are subject to a “STOP”
warning as a result of our failure to provide any information to the public regarding our business and operations since we filed our
Quarterly Report for the period ended December 31, 2012 with the SEC on February 20, 2013, suspending our obligation to file reports
with the Securities and Exchange Commission. Being subject to a “STOP” warning severely limits the number of investors that
might purchase our common stock and effectively prevents the development of an active trading market in our shares. We can provide no
assurance as to whether OTC Markets Group, Inc., will ever remove the “STOP” sign currently applicable to our common stock.
As
a blank check company, our shareholders may face significant restrictions on the resale of our common stock due to state “blue
sky” laws and due to the applicability of Rule 419.
There
are state “blue sky” regulations that may adversely affect the transferability of our common stock. We have not registered
our common stock for resale under the securities or “blue sky” laws of any state. We are under no obligation to register
or qualify our common stock in any state or to advise the shareholders of any exemptions.
We
do not have any agreement for a business combination or other transaction.
We
have not yet entered into any definitive agreement, nor do we have any binding commitment or understanding to enter into or become engaged
in a merger with, joint venture with or acquisition of, a private or public entity. We cannot assure you that we will successfully identify
and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee that we will be able
to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to the purchase
of our shares will not be invested in a company with active business operations.
Our
future success is highly dependent on the ability of management to locate and attract a suitable acquisition.
The
success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the
identified target company. While business combinations with entities having established operating histories are preferred, there can
be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had
more funds available to us, would be desirable. In the event we complete a business combination the success of our operations will be
dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify
a target company and consummate a business combination.
There
is competition for those private companies suitable for a merger transaction of the type contemplated by management.
We
are in a highly competitive market for business opportunities which could reduce the likelihood of consummating a successful business
combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with
and acquisitions of small private and public entities. A large number of established and well-financed entities, including Special Purpose
Acquisition Corporations (“SPACs”), small public companies and venture capital firms, are active in mergers and acquisitions
of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources,
technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our
identifying and consummating a successful business combination.
We
are eligible to be treated as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012,
and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less
attractive to investors.
We
are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as
long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as the Sarbanes-Oxley Act, (2) reduced disclosure
obligations regarding executive compensation in this Form S-1 and our periodic reports and proxy statements and (3) exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements
and two years of selected financial data in this Form S-1. We could be an emerging growth company for up to five years, although circumstances
could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million
as of any June 30 before that time or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that
time, in which cases we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0
billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately.
Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which
would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive
because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
Our
independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over
financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following
the date we are no longer an “emerging growth company” as defined in the JOBS “Act. We cannot assure you that there
will not be material weaknesses or significant deficiencies in our internal controls in the future.
Under
the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore,
will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
We
have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with
or acquire.
We
have neither conducted nor have others made available to us results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. It may be expected that
any target business or transaction will present a level of risk that conventional private or public offerings of securities or conventional
bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable
to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without
the consent, vote or approval of our stockholders.
Management
intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable
acquisition candidate.
While
seeking a business combination, George Sharp, our President, Secretary and Treasurer, anticipates devoting a limited time to our affairs.
In addition, Mr. Sharp has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future.
Accordingly, his limited commitment may adversely impact our ability to identify and consummate a successful business combination.
We
are dependent on the services of George Sharp, our President, Secretary and Treasurer, to obtain capital required to implement our business
plan and for identifying, investigating, negotiating and integrating potential acquisition opportunities. The loss of the services of
Mr. Sharp could have a substantial adverse effect on us.
Our
ability to acquire an operating business will be largely contingent on our ability to retain George Sharp upon whom we will rely to obtain
capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition
candidates and to attract and retain a highly qualified corporate and operations level management team. The loss of the services of Mr.
Sharp could have a substantial adverse effect on us.
The
time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition
with the most attractive private companies.
Target
companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange
Act require reporting companies to provide certain information about significant acquisitions, including audited financial statements
for the company acquired. The 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 Act are applicable.
We
may be subject to further government regulation which would adversely affect our operations.
Although
we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business
of investing or trading in securities. If we engage 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 obtained 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.
Any
potential acquisition or merger with a foreign company may subject us to additional risks.
If
we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the
United States. 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.
If
we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results
or prevent fraud, as a result, current and potential stockholders could lose confidence in our financial reports, which could harm our
business and the trading price of our common stock.
Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley
Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. Compliance with Section 404 requires
that we strengthen, assess and test our system of internal controls to provide the basis for our report. The process of strengthening
our internal controls and complying with Section 404 is expensive and time consuming and requires significant management attention. We
cannot be certain that the measures we undertake will ensure that we will maintain adequate controls over our financial processes and
reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become
more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement
required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet
our reporting obligations. If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness
is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance
with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing
on the OTC Markets, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our
stock price.
Our
sole officer and director, who will be responsible for preparing our financial statements and evaluating the effectiveness of our internal
controls over financial reporting is not qualified to do so.
George
Sharp, our sole officer and director, has not been trained in accounting and has relevant but not extensive knowledge of United States
Generally Accepted Accounting Principles and the rules and regulations of the SEC applicable to financial reporting or to being a public
company generally and limited experience in preparing financial statements in accordance with U.S. GAAP and evaluating the effectiveness
of internal controls over financial reporting.
Our
lack of adequate accounting personnel is a material weakness in our financial reporting.
A
company is deemed to have a material weakness in financial reporting when one or more of its internal controls over financial reporting
are ineffective. Because we lack accounting personnel with training and experience in U. S. GAAP, financial reporting and the design
and evaluation of internal controls over financial reporting, we have a material weakness which could result in a material misstatement
in our financial statements. Any misstatement in our financial statements could cause us to have to restate our financial statements,
which would be expensive, time consuming and adversely impact our ability to realize our business plan.
You
will not have the ability to determine the outcome of matters requiring stockholder approval, including the acquisition of a target business.
It
is anticipated that any acquisition we consummate will not require the consent of our shareholders. As a result, you will not have the
ability to determine the outcome of matters related thereto.
There
is no active trading market for our shares of common stock.
There
is no active trading market for our common stock. There can be no assurance that a regular trading market for our securities will develop,
or that if one develops, that it will be sustained. The trading price of our securities could be subject to wide fluctuations, in response
to announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced
extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many
companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities.
Such risks could have an adverse effect on the stock’s future liquidity.
Our
common stock is subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which
makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The
SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s
account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
To
approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment
experience and objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions
in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating
to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;
and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers
may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult
for investors to dispose of our common shares and cause a decline in the market value of our stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.
Under
our Articles of Incorporation, our Board of Directors has the authority, without stockholder approval, to issue preferred stock with
terms that may not be beneficial to common stockholders and with the ability to adversely affect stockholder voting power and perpetuate
the board’s control over our company.
Our
Board of Directors by resolution may authorize the issuance of up to 100 million shares of preferred stock in one or more series with
such limitations and restrictions as it may determine, in its sole discretion, with no further authorization by security holders required
for the issuance of such shares. The Board may determine the specific terms of the preferred stock, including designations; preferences;
conversions rights; cumulative, relative; participating; and optional or other rights, including voting rights; qualifications; limitations;
or restrictions of the preferred stock.
The
issuance of preferred stock may adversely affect the voting power and other rights of the holders of common stock. Preferred stock may
be issued quickly with terms calculated to discourage, make more difficult, delay or prevent a change in control of our company or make
removal of management more difficult. As a result, the Board of Directors’ ability to issue preferred stock may discourage the
potential hostile acquirer, possibly resulting in beneficial negotiations. Negotiating with an unfriendly acquirer may result in terms
more favorable to us and our stockholders. Conversely, the issuance of preferred stock may adversely affect the market price of, and
the voting and other rights of the holders of the common stock. On August 29, 2021 we issued 300,000 shares of Series A preferred stock
to George Sharp, our President, Secretary and Treasurer.
We
may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute
our share value.
Our
Articles of Incorporation authorizes the issuance of 1,875,000,000 shares of common stock. The future issuance of common stock may result
in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued
in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may
have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for
our common stock.
Because
we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares
unless they sell them.
We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends
on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their
shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.
Risks
Related to Ownership of Common Stock and Operation as a Public Company.
Our
largest stockholder has voting control over all matters submitted to the vote of our stockholders under Nevada law and will preclude
other stockholders from influencing management and exercising control over our business.
George
Sharp, our custodian and now President of out Company, has voting control through his ownership of Series A preferred stock and common
stock. As a result, Mr. Sharp is able to: elect or defeat the election of our directors, amend or prevent amendment to our articles of
incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate transaction, and control the outcome of any other
matter submitted to the stockholders for vote. Accordingly, other stockholders may be unable to influence management and exercise control
over our business.
We
will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time
to compliance efforts.
As
a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley
Act and related SEC regulations have created uncertainty for public companies and significantly increased the costs and risks associated
with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to
provide their financial statements in interactive data format using the extensible Business Reporting Language, or XBRL. We are required
to comply with these rules. Our management and other personnel will need to devote a substantial amount of time and financial resources
to comply with these requirements, as well any new requirements implemented by the SEC. Moreover, these rules and regulations will increase
our legal and financial compliance costs and will make some activities more time-consuming and costly and could lead to a diversion of
management time and attention from revenue generating activities to compliance activities. We are currently unable to estimate these
costs with any degree of certainty. These rules and regulations could also make it more difficult for us to attract and retain qualified
persons to serve on our Board of Directors and board committees or as executive officers and more expensive for us to obtain director
and officer liability insurance.
The
Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell
our common stock, which could depress the price of our shares.
FINRA
has adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer
before recommending that investment to the 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
and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability
such speculative low-priced securities will not be suitable for at least some customers. Thus, 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 shares, have
an adverse effect on the market for our shares, and thereby depress our share price.
We
do not foresee paying cash dividends on our common stock in the foreseeable future and, as a result, our investors’ sole source
of gain, if any, will depend on capital appreciation, if any.
We
do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future. As a result, investors should
not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any,
of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their
shares of our common stock at or above the price they paid for them.
We
cannot assure you that following a business combination with an operating business, our common stock will be listed on the Nasdaq Stock
Market or any other securities exchange.
Following
a business combination, we may seek the listing of our common stock on NASDAQ, NYSE Amex Equities, the OTC Markets or such other similar
exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of those
or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock
exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect
that our common stock would be eligible to trade and/or be quoted on the OTC Bulletin Board, another over-the-counter quotation system,
or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations
as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set
forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other
than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our
common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following
a business combination.
We
may face difficulties or delays in our search for a business combination, and we may not have access to sufficient capital to consummate
a business combination.
We
may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic
factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition
for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain
a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our
business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business
opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient
capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem
to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment
in the Company could become worthless.