Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction
with our unaudited interim financial statements.
Forward-Looking Statements
Certain
statements, other than purely historical information, including
estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward-looking
statements.” These forward looking statements generally are
identified by the words “believes,”
“project,” “expects,”
“anticipates,” “estimates,”
“intends,” “strategy,” “plan,”
“may,” “will,” “would,”
“will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking
statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially from the forward looking statements.
Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in
economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be
considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.
Critical Accounting Policies and Estimates
Our unaudited interim financial statements and related public
financial information are based on the application of accounting
principles generally accepted in the United States ("US GAAP"). US
GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expenses amounts
reported. These estimates can also affect supplemental information
contained in our external disclosures including information
regarding contingencies, risk and financial condition. We believe
our use of estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base
our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the
circumstances. Actual results may differ materially from these
estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our
unaudited interim financial statements.
We believe the following is among the most critical accounting
policies that impact our unaudited interim financial statements. We
suggest that our significant accounting policies, as described in
our unaudited interim financial statements in the Summary of
Significant Accounting Policies, be read in conjunction with this
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Accounting Standard Codification ("ASC") Topic 605
We recognize revenue in accordance with ASC Topic 605,
“Revenue Recognition” when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is fixed
or determinable, and collectability is reasonably
assured.
Off-Balance Sheet Arrangements
We do
not have any off-balance sheet arrangements.
RESULTS OF OPERATIONS
For the three months ended May 31, 2017 and 2016.
We had no revenue in the three month periods ended May 31, 2017 and
2016.
Our operating expenses were $19,697 and $8,474 for the three months
ended May 31, 2017 and 2016, respectively. Operating expenses were
solely general and administrative in nature and consisted primarily
of rent and professional fees. The increase in operating expenses
is primarily attributable to increased rent and officer
compensation expenses.
For the six months ended May 31, 2017 and 2016.
We had no revenue in the six month periods ended May 31, 2017 and
2016.
Our operating expenses were $84,961 and $8,514 for the six months
ended May 31, 2017 and 2016, respectively. Operating expenses were
solely general and administrative in nature and consisted primarily
of organization and related expenses. The increase in operating
expenses is primarily attributable to increased rent and officer
compensation expenses.
Liquidity and Capital Resources
Cash and Cash Equivalents
Our
cash and cash equivalents at the beginning of the six month period
ended May 31, 2017 was $46,017 and decreased to $1,740 at the end
of the period.
Operating Activities
Operating
activities used $44,277 and $10,693 in cash for the six months
ended May 31, 2017 and May 31, 2016, respectively. The increase in
cash used was due to net loss in the respective
periods.
Liabilities
Liabilities,
consisting solely of accrued expenses, at the beginning of the six
month period ended May 31, 2017 were $2,765 and decreased to $765
at the end of the period. The accrued expenses consisted primarily
of professional fees. The Company maintained no other liabilities
during this period.
Working Capital
Our
working capital was $45,781 and $2,505 on November 30, 2016 and May
31, 2017, respectively.
Going Concern
The
Company’s unaudited interim financial statements are prepared
in accordance with generally accepted accounting principles
applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of
business.
The
Company demonstrates adverse conditions that raise substantial
doubt about the Company's ability to continue as a going concern
for one year following the issuance of these unaudited interim
financial statements. These adverse conditions are negative
financial trends, specifically operating loss, working capital
deficiency, and other adverse key financial ratios.
The
Company has not established any source of revenue to cover its
operating costs. Management plans to fund operating expenses with
related party contributions to capital. There is no assurance that
management's plan will be successful.
The
unaudited interim financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities
that might be necessary in the event that the Company cannot
continue as a going concern.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We
conducted an evaluation under the supervision and with the
participation of our management, including our Chief Executive
Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. The term “disclosure
controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934, as amended
(“Exchange Act”), means controls and other procedures
of a company that are designed to ensure that information required
to be disclosed by the company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls
and procedures also include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the
company’s management, including its principal executive and
principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding
required disclosure. Based on this evaluation, our Chief Executive
Officer concluded as of May 31, 2017 that our disclosure controls
and procedures were not effective at ensuring that the material
information required to be disclosed in the Exchange Act reports is
recorded, processed, summarized and reported as required in
applicable SEC rules and forms. Through the use of external
consultants and the review process, management believes that the
financial statements and other information presented herewith are
materially correct.
Changes in Internal Control over Financial Reporting
During
the six months ended May 31, 2017, there were no changes in our
internal control over financial reporting identified in connection
with management’s evaluation of the effectiveness of our
internal control over the financial reporting that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act.
