11/13/2026 | Press release | Distributed by Public on 11/13/2026 13:14
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations as a result of many factors.
You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.
Results of Operations
For the three months ended September 30, 2026 and 2025
Revenue
The Company had no operations and no revenue for the three months ended September 30, 2026 and 2025, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.
Operating Expenses
The following table presents our total operating expenses for the three months ended September 30, 2026 and 2025.
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Three Months Ended |
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September 30, |
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2026 |
2025 |
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Audit and accounting fees |
$ | 10,350 | $ | 11,600 | ||||
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Payroll expense |
5,279 | 5,141 | ||||||
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Other general and administrative expense |
4,027 | 3,228 | ||||||
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Total |
$ | 19,656 | $ | 19,969 | ||||
Operating expenses decreased by $313 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decrease was primarily due to lower audit and accounting fees, partially offset by a slight increase in other general and administrative expenses.
Other general and administrative expenses are comprised of OTC registration fee, transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.
Loss from Operations
The Company incurred a loss from operations of $19,656 and $19,969 for the three months ended September 30, 2026 and 2025, respectively.
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Other Income (Expense)
The following table presents our total Other Income (Expense) for the three months ended September 30, 2026 and 2025.
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Three Months Ended September 30, |
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2026 |
2025 |
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Interest and other income |
$ | 1,417 | $ | 2,400 | ||||
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Other Income (Expense), net |
$ | 1,417 | $ | 2,400 | ||||
Other income decreased by $983 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This decrease primarily resulted from less interest earned on a lower bank balance during the three months ended September 30, 2025.
Net Loss
The Company had a net loss of $18,239 for the three months ended September 30, 2026, compared with a net loss of $17,569 for the three months ended September 30, 2025. The increase in net loss was primarily due to lower interest income, partially offset by the decrease in operating expenses.
Loss per share for the three months ended September 30, 2026 and 2025 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will be consistent and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
For the nine months ended September 30, 2026 and 2025
Revenue
The Company had no operations and no revenue for the nine months ended September 30, 2026 and 2025, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.
Operating Expenses
The following table presents our total operating expenses for the nine months ended September 30, 2026 and 2025.
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Nine Months Ended |
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September 30, |
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2026 |
2025 |
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Audit and accounting fees |
$ | 27,450 | $ | 30,445 | ||||
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Payroll expense |
15,759 | 15,572 | ||||||
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Other general and administrative expense |
20,303 | 23,733 | ||||||
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Total |
$ | 63,512 | $ | 69,750 | ||||
Operating expenses decreased by $6,238 for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The decrease was related to the decrease in professional fees and other general and administration legal fees for the nine months ended September 30, 2026.
Other general and administrative expenses are comprised of OTC registration fee, transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.
Loss from Operations
The Company incurred a loss from operations of $63,512 and $69,750 for the nine months ended September 30, 2026 and 2025, respectively.
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Other Income (Expense)
The following table presents our total Other Income (Expense) for the nine months ended September 30, 2026 and 2025.
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Nine Months Ended September 30, |
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2026 |
2025 |
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Interest and other income |
$ | 4,783 | $ | 7,788 | ||||
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Warrants modification expense |
$ | (138,180 | ) | $ | - | |||
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Other Income (Expense), net |
$ | (133,397 | ) | $ | 7,788 | |||
Net other expense was $(133,397) for the nine months ended September 30, 2026, compared to net other income of $7,788 for the nine months ended September 30, 2025. The change was due to the extension of the warrants' expiration date resulting in warrants modification expense of $138,180 during the nine months ended September 30, 2026 (see Note 5 to the financial statements).
Net Loss
The Company had a net loss of $196,909 for the nine months ended September 30, 2026, compared with a net loss of $61,962 for the nine months ended September 30, 2025. The increase in net loss was mainly due to the above-mentioned warrants modification expense.
Loss per share for the nine months ended September 30, 2026 and 2025 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
Liquidity and Capital Resources
At September 30, 2026 the Company had cash and cash equivalents of $164,805, consisting of money market funds and U.S. Treasury and government securities maturing in 3 months or less. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.
The following table provides detailed information about our net cash flow for all periods presented in this Report.
Cash Flow
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Nine Months Ended |
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September 30, |
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2026 |
2025 |
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Net Cash Used in Operating Activities |
$ | (57,161 | ) | $ | (56,962 | ) | ||
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Net Cash Used in Investing Activities |
- | - | ||||||
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Net Cash Provided by Financing Activities |
- | - | ||||||
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Net Decrease in Cash and Cash Equivalents |
$ | (57,161 | ) | $ | (56,962 | ) | ||
Net cash of $57,161 and $56,962 were used in operations during the nine months ended September 30, 2026 and 2025, respectively.
The cash used in operating activities of $57,161 for the nine months ended September 30, 2026 principally resulted from our net loss of $196,909 offset by non-cash warrants modification expense of $138,180 and change in accounts payable and accrued expenses of $1,568.
The cash used in operating activities of $56,962 for the nine months ended September 30, 2025 principally resulted from our net loss of $61,962 offset by change in accounts payable and accrued expenses of $5,000.
No cash flows were used in or provided by investing activities during the nine months ended September 30, 2026 and 2025.
No cash flows were used in or provided by financing activities during the nine months ended September 30, 2026 and 2025.
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New Accounting Pronouncements
Refer to the discussion of recently adopted/issued accounting pronouncements under Note 3 - Significant Accounting Policies and Recent Accounting Pronouncements.
Factors Which May Affect Future Results
Future earnings of the Company are dependent on interest rates earned on the Company's invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.