Item
1. Financial Statements
Index
to Financial Statements
WALLY
WORLD MEDIA, INC.
BALANCE
SHEETS
(Unaudited)
The
accompanying notes are an integral part of these financial statements.
WALLY
WORLD MEDIA, INC.
STATEMENTS
OF OPERATIONS
(Unaudited)
The
accompanying notes are an integral part of these financial statements.
WALLY
WORLD MEDIA, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY
For
the Three and Nine Months Ended June 30, 2020
(Unaudited)
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance, December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,413,033
|
|
|
$
|
4,041
|
|
|
|
2,681,671
|
|
|
$
|
(2,685,712
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance, June 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,413,033
|
|
|
$
|
4,041
|
|
|
|
2,681,671
|
|
|
$
|
(2,685,712
|
)
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements.
WALLY
WORLD MEDIA, INC.
STATEMENT
OF STOCKHOLDERS’ (DEFICIT)
For
the Three and Nine Months Ended June 30, 2021
(Unaudited)
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
(Deficit)
|
|
|
Balance, March 31, 2021
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,413,033
|
|
|
$
|
4,041
|
|
|
|
2,681,671
|
|
|
$
|
(2,685,712
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,236
|
)
|
|
|
(7,236
|
)
|
|
Balance, June 30, 2021
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,413,033
|
|
|
$
|
4,041
|
|
|
|
2,681,671
|
|
|
$
|
(2,692,948
|
)
|
|
$
|
(7,236
|
)
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
(Deficit)
|
|
|
Balance, September 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,413,033
|
|
|
$
|
4,041
|
|
|
|
2,681,671
|
|
|
$
|
(2,685,712
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,236
|
)
|
|
|
(7,236
|
)
|
|
Balance, June 30, 2021
|
|
|
-
|
|
|
$
|
-
|
|
|
|
40,413,033
|
|
|
$
|
4,041
|
|
|
|
2,681,671
|
|
|
$
|
(2,692,948
|
)
|
|
$
|
(7,236
|
)
|
The
accompanying notes are an integral part of these financial statements.
WALLY
WORLD MEDIA, INC.
STATEMENTS
OF CASH FLOWS
(Unaudited)
The
accompanying notes are an integral part of these financial statements
WALLY
WORLD MEDIA, INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
Note
1. Organization and Description of Business
Wally
World Media, Inc. (“the Company”, “WLYW”, “we” “us”) was incorporated in the State of
Nevada on May 17, 2012. We were initially a start-up business, engaged primarily in social media software and mobile app development.
The Company developed a social media website that we refer to as “YouPop.” Our “YouPop” platform launched for
public use in April 2013. On March 19, 2014, we launched reShoot™, a free mobile video camera app for Apple’s iPhone and
iPad. reShoot features patent-pending “on the fly” video editing technology to rewind and re-shoot unwanted portions of video.
On July 31, 2014, we launched the Emoji Cam Photo & Video Camera app for Apple’s iPhone and iPad.
The
Company has been inactive since December 2015.
On
June 29, 2021, as the result of a custodianship proceeding in the Eighth Judicial District Court of Clark County, Nevada, Case Number:
A-21-834721-P, Shareholders First LLC (“Custodian”) was appointed custodian of Wally World Media, Inc. On the same date Custodian
appointed Grant Casey as the Company’s President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman
of the Board of Directors, and appointed Geoffrey Chan as a Director for the Company.
The
Company’s fiscal year-end is September 30.
Critical
accounting policies and estimates
Our
unaudited financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate
our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones.
We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances.
All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures
of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are
believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information
becomes known, even for estimates and judgments that are not deemed critical.
The
accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America
(“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial
planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has
not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted
substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.
The
accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not
yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to
fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating
to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation
and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful
in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going
concern.
Note
2. Summary of significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”)
“FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in
conformity with generally accepted accounting principles (“GAAP”) in the United States.
Management’s
Representation of Interim Financial Statements
The
accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules
and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing
quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted
as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented
not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management
are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring
nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements and notes thereto at September 30, 2020 as presented
in the Company’s Annual Report on Form 10-K.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial
statements. As of June 30, 2021, the Company had no cash and an accumulated deficit of $2,692,948.
Because
the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises
substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional
funds and is currently exploring alternative sources of financing. Recently the Company being funded by Grant Casey who extended interest-free
demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and
may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will
be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services
with its common stock to maximize working capital, and intends to continue this practice where feasible.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies.
The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to
be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions
provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. Actual results could differ from these estimates.
Cash
and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
As of June 30, 2021, and September 30, 2020, the Company had no cash on hand.
Income
taxes
The
Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities.
The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or
circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability
under audit.
Net
Loss per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”)
calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares
and dilutive common share equivalents outstanding.
Recent
Accounting Pronouncements
There
are no recent accounting pronouncements that impact the Company’s operations.
Note
3. Related Party Transactions
During
the nine months ended June 30, 2021, the Company’s Chief Executive Officer advanced $7,236 to fund the Company’s expenses.
These advances are due on demand and bear no interest. As of June 30, 2021, and September 30, 2020,
the Company was indebted to its Chief Executive Officer in the amounts of $7,236 and $0, respectively.
Note
4. Stockholders’ Equity (Deficit)
Preferred
stock
The
Company authorized 50,000,000 preferred shares of $0.0001 par value. Preferred shares may be designated by the Company’s board
of directors. There were no shares designated as of June 30, 2021.
Common
stock
The
Company has authorized 500,000,000 shares of $0.0001 par value, common stock. As of June 30, 2021, 40,413,033 shares of common stock
were issued and outstanding.
Note
5. Commitments and Contingencies
The
Company did not have any contractual commitments as of June
30, 2021 and September 30, 2020.
Note
6. Subsequent Events
On
July 16, 2021, the Company issued Shareholders First LLC’s Chief Executive Member, Grant Casey, 290,070,000 shares of common stock
for service performed and as repayment for expenses incurred on behalf of the Company up to the date of issuance: to bring the Company
into good standing with the Nevada Secretary of State, remit payment of all unpaid invoices and obtain the services of the Company’s
transfer agent, engage counsel and an accountant to assist the Company to become current in its public disclosure requirements, among
other actions taken on behalf of the Company’s shareholders.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
information contained in this quarterly report on Form 10-Q is intended to be read with the information contained in our Annual Report
on Form 10-K for the year ended September 30, 2021 and presumes that readers have access to, and will have read, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The
following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated
financial statements included elsewhere in this Form 10-Q.
The
following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees
of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking
statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We
strongly encourage investors to carefully read the factors described in our 10-K, dated September 27, 2021 in the section entitled “Risk
Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking
statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The
following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear
elsewhere in this report.
Organizational
History of the Company and Overview
Overview
Wally
World Media, Inc. was incorporated in the State of Nevada on May 17, 2012. The Company was initially a start-up business, working on
social media software and mobile app development. The Company developed a social media website that we refer to as “YouPop.”
Our “YouPop” platform launched for public use in April 2013. On March 19, 2014, we launched reShoot™, a free mobile
video camera app for Apple’s iPhone and iPad. reShoot features patent-pending “on the fly” video editing technology
to rewind and re-shoot unwanted portions of video. On July 31, 2014, we launched the Emoji Cam Photo & Video Camera app for Apple’s
iPhone and iPad.
The
Company has been inactive since December 2015.
No
Current Operations
The
Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet
the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise
tax from 2015 to 2021 which resulted in its Nevada corporate charter being revoked.
On
June 29, 2021, the Eight Judicial District Court of Nevada appointed Shareholders First LLC as custodian for Wally World Media, Inc.,
Case Number: A-21-834721-P, proper notice having been given to the officers and directors of Wally World Media, Inc. There was no opposition.
On
June 30, 2021, the Company filed a certificate of revival with the Nevada Secretary of State, appointing Grant Casey as, President, Secretary,
Treasurer, Director, and also appointing Geoffrey Chan as Director.
Plan
of Operation
The
Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from
continuing operations as of the date of this Report.
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.
Management
intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through
a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although
no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits.
Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties
which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and
global economies.
We
do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring
costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating
an acquisition of an operating business.
Given
our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing
company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or
is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business
combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As
of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential
business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such
event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity.
In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our
management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all significant risks.
Our
management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification
will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential
losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent
we acquire a business operating in a single industry or geographical region.
We
anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions,
including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages
of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted
rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different
industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and
analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business
plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of
debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan
and commencement of operations.
Based
upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able
to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties,
we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with
a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be
very dilutive.
Additional
issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might
have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We
anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports
with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in
their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition
of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully
execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse
effect on our business prospects, financial condition, and results of operations.
Limited
Operating History; Need for Additional Capital
We
have generated limited financial history and have not previously demonstrated that we will be able to expand our business. We
cannot guarantee we will be successful in our business operations. Our business is subject to risks
inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.
We have not generated any revenue since inception.
If
we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue,
develop, or expand our operations.
Critical
Accounting Policies and Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of
these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses
during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or
conditions.
Our
significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly
Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation
of our financial statements.
Operating
results for the three and nine months ended June 30, 2021 and 2020:
The
Company incurred $7,236 of general and administrative expenses for the three and nine months ended June 30, 2021, as compared to $0 for
the three and nine months ended June 30, 2020. These expenses resulted in net operating losses of $7,236 and $0 for the three and nine
months ended June 30, 2021 and 2020, respectively.
The
change was a result of expenses incurred in connection to corporate revival efforts during the fiscal year ended September 30, 2021.
Liquidity
and Capital Resources
During
the nine months ended June 30, 2021 and 2020, net cash used for operations was $7,236 and $0, respectively. The cash used during the
2021 interim period was attributable to expenses incurred in connection with the corporate revival efforts.
During
the nine months ended June 30, 2021 and 2020, the Company recognized no cash flows from investing activities.
During
the nine months ended June 30, 2021 and 2020, financing activities generated $7,236 and $0 of cash flows, respectively. The cash flows
from financing activities in the 2021 interim period were a result of advances from the Company’s CEO to fund expenses on behalf
of the Company.
As
of June 30, 2021, the Company has no business operations and no cash resources other than that provided by management. We are dependent
upon interim funding provided by management or an affiliated party to pay professional fees and expenses. Our management and an affiliated
party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until
the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing
provided by management. As of June 30, 2021, we had $0 in cash.
If
we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us,
if at all. The Company depends upon services provided by management and an affiliated party to fulfill its filing obligations under the
Exchange Act. At present, the Company has no financial resources to pay for such services.
The
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business
combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an
unlimited period of time will be paid from additional money contributed by Grant Casey, our sole officer and Chairman of the Board of
Directors, or an affiliated party.
Off-Balance
Sheet Arrangements
None.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
Our
management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified
in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer
or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management,
including the Company’s Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”),
of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of June 30, 2021. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures
were not effective as of June 30, 2021, due to the Company’s limited internal resources and lack of ability to have multiple levels
of transaction review.
Management
is in the process of determining how best to change our current system and implement a more effective system to insure that information
required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported
accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations
in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation
of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.
Management’s
Report on Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has
concluded that as of June 30, 2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles as a result of the following material weaknesses:
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The
Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.
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The
Company does not have an independent board of directors or an audit committee.
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The
Company does not have written documentation of our internal control policies and procedures.
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All
of the Company’s financial reporting is carried out by a financial consultant.
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We
plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for
our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger
or similar business acquisition.
Changes
in Internal Control over Financial Reporting.
There
has been no change in our internal control over financial reporting during the three months ending June 30, 2021, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.