Forward-looking statements

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for the purposes of federal and state securities laws, including, but not limited to, projections of earnings, income or other items. financial; any statement of management’s plans, strategies and objections for future operations; any statement regarding new services or developments offered; any statement regarding economic conditions or future performance; any statement or belief; and any statement of assumption underlying any of the above.

Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other words. similar. These forward-looking statements only present our estimates and assumptions as of the date of this report. Therefore, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update any forward-looking statements to reflect the impact of circumstances or events occurring after the dates they are made. You should, however, see other information we will make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change. Factors affecting these risks and uncertainties include, but are not limited to:


  • increased competitive pressures from existing competitors and new entrants;


  • deterioration in general or regional economic conditions;


    • adverse state or federal legislation or regulation that increases the costs
      of compliance, or adverse findings by a regulator with respect to existing
      operations;


  • loss of customers or sales weakness;


  • inability to achieve future sales levels or other operating results;


    • the inability of management to effectively implement our strategies and
      business plans; and


  • the other risks and uncertainties detailed in this report.


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Overview of current operations

On Oct. 18, 2016 the Company has completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the assets of the Company. Following the closing of the Transfer Agreement, the Company now has no or no transactions and no or no nominal assets and is therefore considered a “Shell Company“as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the” Exchange Act “).

At this time, our goal is to research, investigate and, if such investigation warrants, to acquire an interest in business opportunities presented to us by individuals or companies. who or who wish to seek the perceived benefits of a company whose securities are registered under the Exchange Act. We will not limit our search to any specific business or geographic location.

This discussion of our proposed business is purposely general and is not intended to limit our discretion to seek out and seize potential business opportunities.

Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification must be seen as a significant risk for our shareholders, as it will not allow us to offset the potential losses of one company with the gains of another.

We may seek a business opportunity with entities that have recently started their activities or wish to use the public market to raise additional capital in order to expand into new products or markets, to develop a new product or service, or to develop ‘other business purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

The Company has not entered into any definitive or binding agreement and there can be no assurance that such transactions will occur. Such a combination would normally take the form of a merger, a stock exchange or an exchange of shares for assets. The Company may decide to structure any business combination to meet the definition of a tax-exempt reorganization under section 351 or section 368 of the Internal Revenue Code of 1986, as as modified.

It is expected that all securities issued in connection with such a business combination will be issued on the basis of an exemption from registration under applicable federal and state securities laws. In certain circumstances, however, as a negotiated part of its transaction, the Company may agree to register some or all of such securities immediately after the completion of the transaction or at times specified thereafter. If such a registration takes place, it will be made by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale on any trading market for the securities of the Company may decrease the market value of the securities of the Company in the future.

At the end of 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”) which appears to have originated from Wuhan, China. COVID-19 has since spread to more than 100 countries, including all states in United States. On March 11, 2020, the World Health Organization declared the COVID-19 epidemic a global pandemic and on March 13, 2020 the United States has declared a national emergency over COVID-19. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, restricted labor market participation, and created significant volatility and disruption in financial markets. The extent of the impact of the COVID-19 pandemic on the Company’s ability to execute its business plan will depend on future developments, including the duration and spread of the COVID-19 epidemic, restrictions continuous on travel and transportation and the continued impact on the world economic and geopolitical conditions, all uncertain and unpredictable.

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Operating results for the three months ended June 30, 2021 and 2020 compared.


INCOME:



Revenue


There was no operating income for the three months ended June 30, 2021
and 2020.

Cost of sales / gross profit Percentage of sales

There were no operating costs of sales for the three months ended June 30, 2021 and 2020.


EXPENSES:


General and administrative expenses

General and administrative expenses for the three months ended June 30, 2021
were $ 20,986 an augmentation of $ 8,599 or 69.4%, of $ 12,387 for the three months ended June 30, 2020. The increase in charges is due to an increase in legal fees which increased by $ 10,037 in 2021.


Net Loss


We suffered a net loss of $ 20,986 for the three months ended June 30, 2021 compared to the net loss of $ 12,387 for the three months ended June 30, 2020, an augmentation of $ 8,599 or 69.4%. The increase in net loss is mainly attributable to the increase in legal fees.

Operating results for the six months ended June 30, 2021 and 2020 compared.


INCOME:



Revenue


There was no operating income for the half-year ended June 30, 2021
and 2020.

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Cost of sales / gross profit Percentage of sales

There were no operating costs of sales for the six months ended June 30, 2021 and 2020.


EXPENSES:


General and administrative expenses

General and administrative expenses for the closed semester June 30, 2021 were
$ 63,931 an augmentation of $ 28,056 or 78.2%, of $ 35,875 for the six months ended
June 30, 2020 June 30, 2021. This change is explained by the increase in legal fees, which increased by $ 22,398 in 2021. The remainder of the increase is due to fees and expenses paid to our transfer agent and others in connection with the Company name change.


Net Loss


We suffered a net loss of $ 63,931 for the six months ended June 30, 2021 compared to the net loss of $ 35,875 for the six months ended June 30, 2020, an augmentation of
$ 28,056 or 78.2%. This change is due to increased legal fees and expenses associated with the name change.

Liquidity and capital resources

The following table summarizes our current assets, liabilities and working capital as of June 30, 2021 compared to December 31, 2020.



                                                    Increase / (Decrease)
                        June 30,
                          2021   December 31, 2020       $           %

Current Assets              $125               $69           $56     81.2%

Current liabilities $ 448,640 $ 384,653 $ 63,987 16.6% working capital deficit $ 448,515 $ 384,584



Going Concern


The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. From June 30, 2021, we had a cumulative deficit of $ 29,183,085. In addition, the Company’s current liabilities exceed its current assets by $ 448,515 from June 30, 2021.

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Management of the Company believes that its operations may not be sufficient to fund operating cash requirements for at least the next 12 months. The Company has no significant assets and continues to depend on affiliates to provide funds to pay for its ongoing expenses. However, there can be no assurance that the Company will be able to raise additional capital should the need arise, or on terms deemed acceptable, as the case may be. These factors raise significant doubts as to the Company’s ability to continue as a going concern within one year of the publication of the unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustment relating to the recoverability and classification of the carrying amounts of assets or to the amount and classification of liabilities that could result if the Company were unable to continue as a going concern.

Off-balance sheet provisions

We have no off-balance sheet arrangement that has or is reasonably likely to have a current or future effect on our financial condition, changes in financial condition, income or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical accounting conventions and estimates

Transactions with related parties: The parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company. Related parties also include the principal owners of the Company, its management, immediate family members of the principal owners of the Company and its management and other parties with whom the Company may deal if a party controls or can influence. the management or operating policies of the other to the extent that one of the parties to the transaction could be prevented from fully pursuing its own separate interests.

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Recent accounting developments

The Company believes that there are no new accounting standards adopted but not yet in effect that are relevant to readers of our financial statements.

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